UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 20172020
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 or other jurisdiction of incorporation or organization) | (I.R.S. Employer |
234 Kingsley Park Drive Fort Mill, SC | 29715 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (803) 802-7500
Securities registered pursuant to Section 12(b) of the Act: Common Stock, Par Value $0.01 Per Share; Common stock traded on the New York Stock ExchangeExchange; trading symbol UFS.
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES Yes☒ NO No☐
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES Yes☐ NO No☒
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 Yes☒ NO 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 S-T (§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 Yes☒ NO No☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the shares of common stock on The New York Stock Exchange on June 30, 2017,2020, was $2,407,172,587.$1,165,096,948.
The number of shares of Registrant’s Common Stock outstanding as of February 16, 201819, 2021 was 62,697,173.55,066,504.
Portions of the Registrant’s Proxy Statement relating to the Annual Meeting of Shareholders, scheduled to be held on May 8, 2018,5, 2021, are incorporated by reference into Part III of this Report.
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 20172020
TABLE OF CONTENTS
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PART I | |||
ITEM 1 | 4 | ||
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ITEM 1A |
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ITEM 1B |
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ITEM 2 |
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ITEM 3 |
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ITEM 4 |
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PART II | |||
ITEM 5 |
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ITEM 6 |
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ITEM 7 | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 28 | |
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Recent Accounting Pronouncements and Critical Accounting Estimates and Policies |
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ITEM 7A |
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ITEM 8 | 47 | ||
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Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm | 48 | ||
Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss) | 50 | ||
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
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ITEM 9A |
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ITEM 9B |
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ITEM 11 |
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ITEM 12 | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
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ITEM 13 | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
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ITEM 14 |
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PART IV | |||
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ITEM 16 |
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We design, manufacture, market and distribute a wide variety of fiber-based products, including communication papers, specialty and packaging papers and absorbent hygiene products.papers. The foundation of our business is a network of wood fiber converting assets that produce paper grade, fluff and specialty pulp. More than 50%Approximately 40% 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 as well as infant diapers. To learn more, visit www.domtar.com.
We operate the following business segments: Pulp and Paper and Personal Care. We had revenues of $5.2 billion in 2017, of which approximately 81% was from the Pulp and Paper segment and approximately 19% was from the Personal Care segment.
Throughout this Annual Report on Form 10-K, unless otherwise specified, “Domtar Corporation,” “the Company,” “Domtar,” “we,” “us” and “our” refer to Domtar Corporation, its subsidiaries, as well as its investments.
2020 was a year of significant challenges for Domtar. During 2020, we undertook various strategic initiatives, including a cost reduction program, executed on our asset conversion roadmap, reviewed our strategic alternatives for our Personal Care business and faced unprecedented operating and market challenges due to the COVID-19 pandemic.
While our strategy will take some time to execute, we made good progress in 2020 that provides us with a strong foundation on which to build. We are executing on a clear plan to create long-term shareholder value by refocusing our portfolio around Paper, Pulp and Packaging. We also have begun to execute our strategic plan to enter the containerboard market with highly competitive assets and a differentiated go-to-market strategy.
Sale of Personal Care business
On January 7, 2021, we agreed to sell our Personal Care business to American Industrial Partners (AIP), for a purchase price of $920 million in cash (the “Transaction”). The Transaction is expected to close in the first quarter of 2021. Based on its magnitude and because we are exiting the Personal Care business, the sale represents a significant strategic shift that has a material effect on our operations and financial results. Accordingly, all periods presented reflect the Personal Care business as a discontinued operation. Our Personal Care business was previously disclosed as a separate reportable segment. For more information on our discontinued operations, refer to Item 8, Financial Statements and Supplementary Data, under Note 3, “Discontinued Operations”.
Execution of our asset conversion roadmap
On August 7, 2020, we announced our decision to repurpose assets at our Kingsport, Tennessee and Ashdown, Arkansas, facilities, following a review of our manufacturing footprint. This conversion program is consistent with the roadmap that we made public in 2018. The previously announced multi-mill conversion roadmap is designed to adjust our paper capacity to align with our customer demand. Through this process, we have identified up to four large scale paper machine/mill repurposing projects that can produce 2.5 million tons of containerboard and/or 570,000 ADMT of additional market softwood and fluff pulp. We plan to enter the linerboard market with the conversion of our Kingsport paper machine. Once in full operation, the mill will produce and market approximately 600,000 tons annually of high-quality recycled linerboard and medium, providing us with a strategic footprint in a growing adjacent market. The conversion is expected to be completed by the fourth quarter of 2022. We expect to complete the conversion of our Ashdown mill to 100% softwood and fluff pulp in early 2021. The Ashdown mill will produce additional market hardwood pulp until it converts the fiberline to softwood pulp. The conversion of the fiberline to 100% softwood is necessary for an eventual expansion into containerboard. Following the fiberline conversion, Ashdown will have annual production capacity of 775,000 tons of fluff and softwood pulp.
Cost reduction program
On August 7, 2020, we announced the implementation of a cost reduction program, targeting $200 million in annual run-rate cost savings to be realized by the end of 2021. The goal of the program is to build a stronger business operation, enhance our cost efficiency, improve operating margins and maximize productivity and cash flow. For more information on our cost reduction program, refer to “Cost Reduction Program” section included in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Purchase of Appvion Point of Sale business
On April 27, 2020, we completed the acquisition of the Point of Sale paper business from Appvion Operations, Inc. The business includes the coater and related equipment located at Appvion’s West Carrollton, Ohio, facility as well as a license for all corresponding intellectual property. The results of this business have been included in the consolidated financial statements as of April 27, 2020. For more information, refer to Item 8, Financial Statements and Supplementary Data, under Note 4 “Acquisition of Business”.
COVID-19
First identified in people in late 2019, COVID-19 spread rapidly throughout the world and, in March 2020, the World Health Organization characterized COVID-19 as a pandemic. With the unprecedented and rapid spread of COVID-19 and social distancing measures implemented throughout the world due to the pandemic, this virus has had a profound impact on human health, the global economy and society in general. We are actively monitoring the impact of COVID-19 on all aspects of our business, including our employees, operations, customers, suppliers, liquidity and capital resources. The health and safety of our employees and customers remains our top priority.
Prior to mid-March 2020, our results were largely in line with expectations. We began to experience a decline in shipment of paper in March 2020, when volume declined in response to shelter-in-place orders and other market restrictions. Overall, for 2020, our paper shipments were lower by approximately 19% when compared to 2019. COVID-19 is discussed in more detail under the COVID-19 section of the Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.
AVAILABILITY OF INFORMATION
In this Annual Report on Form 10-K, we incorporate by reference certain information contained in other documents filed with the Securities and Exchange Commission (“SEC”) and we refer you to such information. We file annual, quarterly and current reports and other information with the SEC. You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100F Street, NE, Washington DC, 20549. You may obtain information on the operation of the Public Reference Room by calling 1-800-SEC-0330. The SEC maintains a website at www.sec.gov that contains our quarterly and current reports, proxy and information statements, and other information we file electronically with the SEC.these filings. You also may also access, free of charge, our reports filed with the SEC through our website. Reports filed or furnished towith the SEC will be available through our website as soon as reasonably practicable after they are filed or furnished to the SEC.filed. The information contained on or connected to our website, www.domtar.com, is not incorporated by reference into this Form 10-K 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.
At December 31, 2017,2020, Domtar Corporation had a total of 62,695,68555,194,538 shares of common stock issued and outstanding.
Our common stock is traded on the New York Stock Exchange and the Toronto Stock Exchange under the symbol “UFS”.
Information regarding our common stock is included in Item 8, Financial Statements and Supplementary Data under Note 21 “Shareholders’ Equity”.
We have twoFollowing our agreement to sell our Personal Care business, we now operate as a single reportable segmentssegment as described below, which also representrepresents our twoonly operating segments. 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.segment.
Pulp and Paper: Our Pulp and Paper segment consistsConsists of the design, manufacturing, marketing and distribution of communication, specialty and packaging papers, as well as softwood, hardwood and fluff pulps and hardwood market pulp.
Personal Care: Our Personal Care segment consists of the design, manufacturing, marketinghigh quality airlaid and distribution of absorbent hygiene products.ultrathin laminated cores.
Information regarding our reportable segmentssegment is included in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, as well as Item 8, Financial Statements and Supplementary Data under Note 24 “Segment Disclosures”. Geographic information is also included under Note 24 of the Financial Statements and Supplementary Data.
FINANCIAL HIGHLIGHTS PER SEGMENT |
| Year ended December 31, 2017 |
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(In millions of dollars, unless otherwise noted) |
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Sales: (1) |
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Pulp and Paper |
| $ | 4,152 |
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| $ | 4,181 |
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| $ | 4,395 |
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Personal Care |
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| 1,005 |
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| 917 |
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| 869 |
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Consolidated sales |
| $ | 5,157 |
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| $ | 5,098 |
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| $ | 5,264 |
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Operating income (loss): (1) |
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Pulp and Paper |
| $ | 250 |
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| $ | 217 |
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| $ | 270 |
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Personal Care |
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| (527 | ) |
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| 57 |
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| 61 |
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Corporate |
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| (40 | ) |
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| (51 | ) |
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| (43 | ) |
Total |
| $ | (317 | ) |
| $ | 223 |
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| $ | 288 |
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Segment assets: |
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Pulp and Paper |
| $ | 3,649 |
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| $ | 3,637 |
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Personal Care |
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| 1,406 |
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| 1,884 |
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Corporate |
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| 157 |
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| 159 |
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Total |
| $ | 5,212 |
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| $ | 5,680 |
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Our Manufacturing Operations
We produce approximately 4.03.8 million metric tons of softwood, fluff and hardwood pulp at 12 of our 13 mills (Port Huron being a non-integrated paper mill). More than 50%11 mills. Approximately 40% of our pulp is consumed internally to manufacture paper, with the balance being sold as market pulp. We also purchase limited papergrade pulp from third parties for specific grades and to optimize the logistics of our pulp capacity while reducing transportation costs.
We are the largest integrated manufacturer and marketer of uncoated freesheet paper in North America. We have nineseven integrated pulp and paper mills and one non-integrated paper mill (eight(five in the United States and two in Canada), with an annual paper production capacity of approximately 3.02.2 million tons of uncoated freesheet paper. Our paper manufacturing operations are supported by 1311 converting and forms manufacturing operations (including a network of 109 plants located offsite from our paper making operations). Approximately 77%68% of our paper production capacity is in the United States and the remaining 23%32% is located in Canada.
We produce market pulp in excess of our internal requirements at our pulp and paper mills in Ashdown, Espanola, Hawesville, Windsor, Marlboro and Nekoosa. We also produce papergrade, fluff and specialty pulps at our threefour stand-alone pulp mills in Ashdown, Kamloops, Dryden and Plymouth. We can sell approximately 1.82.1 million metric tons of pulp per year depending on market conditions. Approximately 54%58% of our trade pulp production capacity is in the U.S., and the remaining 46%42% is located in Canada.
The table below lists our operating pulp and paper mills and their annual production capacity:
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PRODUCTION FACILITY |
| Fiberline Pulp Capacity |
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| Paper (1) |
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| Fiberline Pulp Capacity |
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| Paper |
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| # lines |
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| ('000 ADMT) (2) |
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| # machines |
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| Category (3) |
| ('000 ST) (2) |
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| # lines |
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| ('000 ADMT) (2) |
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| # machines |
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Uncoated freesheet |
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Ashdown, Arkansas |
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| 3 |
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| 707 |
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| 2 |
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| Communication |
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| 265 |
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Windsor, Quebec |
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| 1 |
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| 447 |
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| 2 |
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| Communication |
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| 642 |
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| 1 |
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| 447 |
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| 2 |
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| Communication |
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| 642 |
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Hawesville, Kentucky |
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| 1 |
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| 412 |
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| 2 |
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| Communication |
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| 596 |
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| 1 |
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| 412 |
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| 2 |
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| Communication |
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| 596 |
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Kingsport, Tennessee |
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| 1 |
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| 304 |
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| 1 |
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| Communication |
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| 426 |
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Marlboro, South Carolina |
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| 1 |
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| 320 |
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| 1 |
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| Specialty & Packaging |
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| 274 |
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| 1 |
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| 320 |
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| 1 |
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| Specialty & Packaging |
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| 274 |
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Johnsonburg, Pennsylvania |
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| 1 |
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| 228 |
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| 2 |
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| Communication |
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| 344 |
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| 1 |
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| 228 |
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| 2 |
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| Communication |
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| 344 |
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Nekoosa, Wisconsin |
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| 1 |
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| 155 |
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| 3 |
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| Specialty & Packaging |
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| 168 |
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| 1 |
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| 155 |
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| 3 |
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| Specialty & Packaging |
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| 168 |
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Rothschild, Wisconsin |
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| 1 |
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| 65 |
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| 1 |
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| Communication |
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| 131 |
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| 1 |
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| 65 |
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| 1 |
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| Communication |
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| 131 |
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Port Huron, Michigan |
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| — |
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| — |
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| 4 |
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| Specialty & Packaging |
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| 113 |
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Espanola, Ontario |
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| 2 |
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| 327 |
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| 2 |
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| Specialty & Packaging |
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| 69 |
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| 1 |
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| 280 |
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| 2 |
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| Specialty & Packaging |
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| 69 |
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Total Uncoated freesheet |
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| 12 |
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| 2,965 |
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| 20 |
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| 3,028 |
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| 7 |
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| 1,907 |
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| 13 |
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| 2,224 |
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Pulp |
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Ashdown, Arkansas (5) |
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| 3 |
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| 775 |
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Kamloops, British Columbia |
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| 1 |
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| 354 |
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| — |
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| — |
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| 1 |
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| 408 |
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| — |
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| — |
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Dryden, Ontario |
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| 1 |
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| 327 |
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| — |
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| — |
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| 1 |
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| 327 |
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| — |
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| — |
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Plymouth, North Carolina (4) |
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| 1 |
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| 390 |
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| — |
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| — |
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Plymouth, North Carolina |
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| 1 |
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| 390 |
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| — |
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| — |
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Total Pulp |
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| 3 |
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| 1,071 |
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| — |
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| — |
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| 6 |
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| 1,900 |
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| — |
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| — |
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Total |
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| 15 |
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| 4,036 |
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| 20 |
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| 3,028 |
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| 13 |
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| 3,807 |
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| 13 |
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| 2,224 |
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Total Trade Pulp (5) |
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| 1,842 |
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Total Trade Pulp (6) |
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| 2,149 |
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(1) | On August 7, 2020, we announced the permanent closure of the uncoated freesheet manufacturing at our Kingsport, Tennessee and Port Huron, Michigan mills, and the remaining paper machine at our Ashdown, Arkansas mill. Our Kingsport and Ashdown paper machines, were idled in April 2020, while our Port Huron mill is expected to shut down by the end of the first quarter of 2021. These closures are reflected in the table above. |
(2) | ADMT refers to an air dry metric ton and ST refers to short ton. |
(3) | Represents the majority of the capacity at each of these facilities. |
(4) | Paper capacity is based on an operating schedule of 360 days and the production at the winder. |
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| Estimated third-party shipments dependent upon market conditions. |
We plan to enter the containerboard market with the conversion of our Kingsport paper machine. Once in full operation, the mill will produce and market approximately 600,000 tons annually of high-quality recycled linerboard and medium, providing us with a strategic footprint in a growing market. The conversion is expected to be completed by the end of 2022.
The manufacturing of pulp and paper requires wood fiber, chemicals and energy. We discuss these three major raw materials used in our manufacturing operations below.
Wood Fiber
United States pulp and paper mills
The fiber used by our pulp and paper mills in the United StatesU.S. is softwood and hardwood, both readily available in the market from multiple third-party sources. The mills obtain fiber from a variety of sources, depending on their location. These sources include a combination of supply contracts, wood lot management arrangements, advance stumpage purchases and spot market purchases.
Canadian pulp and paper mills
The fiber used at our Windsor pulp and paper mill is hardwood originating from a variety of sources, including purchases on the open market in Canada and the United States,U.S., contracts with Quebec wood producers’ marketing boards, public land where we have wood supply allocations and from Domtar’s private lands. The softwood and hardwood fiber for our Espanola pulp and paper mill and the softwood fiber for our Dryden pulp mill are obtained from third parties, directly or indirectly from public lands and through designated wood supply allocations. The fiber used at our Kamloops pulp mill is all softwood, originating mostly from third-party sawmill operations in the southern-interior part of British Columbia.
Cutting rights on public lands related to our pulp and paper mills in Canada represent about 1.61.7 million cubic meters of softwood and 0.8 million cubic meters of hardwood for a total of 2.4 million cubic meters of wood per year. Access to harvesting of fiber on public lands in Ontario and Quebec is subject to licenses and review by the respective governmental authorities.
During 2017, the cost of wood fiber relating to our Pulp and Paper segment comprised approximately 21% of the total consolidated cost of sales.
Chemicals
We use various chemical compounds in our pulp and paper manufacturing operations that we purchase, primarily on a centralized basis, through contracts varying between one and ten years in length to ensure product availability. Most of the contracts have pricing that fluctuates based on prevailing market conditions. For pulp manufacturing, we use numerous chemicals including caustic soda, sodium chlorate, sulfuric acid, lime and peroxide. For paper manufacturing, we also use several chemical products including starch, precipitated calcium carbonate, optical brighteners, dyes and aluminum sulfate.
During 2017, the cost of chemicals relating to our Pulp and Paper segment comprised approximately 12% of the total consolidated cost of sales.
Energy
Our operations produce and consume substantial amounts of energy. Our primary energy sources include: biomass, natural gas and electricity. Approximately 75%73% of the total energy required to manufacture our products comecomes from renewable fuels such as bark and spent pulping liquor, generated as byproducts from our manufacturing processes. The remainder of the energy comes from smaller amounts of other fossil fuels and purchased steam procured under supply contracts. Under most of these contracts, suppliers are committed to provide quantities within pre-determinedpredetermined ranges that provide us with our needs for a particular type of fuel at a specific facility. Most of these contracts have pricing that fluctuate based on prevailing market conditions. Biomass and fossil fuels are consumed primarily to produce steam that is used in the manufacturing process and, to a lesser extent, to provide direct heat used in the chemical recovery process.
We ownhave cogenerating assets at all of our integrated pulp and paper mills, as well as hydro assets at three locations: Espanola, Nekoosa and Rothschild. These generating assets produce the equivalent of approximately 71% of ourthe electricity requirements of our manufacturing operations, with the balance supplied from local utilities. Electricity is primarily used to drive motors, pumps and other equipment, as well as provide lighting.
During 2017, net energy costs relating to our Pulp and Paper segment comprised approximately 5% of the total consolidated cost of sales.
Transportation of raw materials, wood fiber, chemicals and pulp into our mills is mostly done by rail and trucks, although barges are used in certain circumstances. We rely strictly on third parties for the transportation of our pulp and paper products between our mills, converting operations, distribution centers and customers. Our paper products are shipped mostly by truck, with logistics operations and logistics areprocurement being managed centrally in collaboration with each location. Our pulp is either shipped by vessel, rail or truck.truck depending on destination and customer preference. We work with all the major railroads, ocean carriers, and approximately 300 trucking and third- party transportation companies in the United StatesU.S. and Canada. Service agreements are typically negotiated on an annual basis. We pay diesel fuel surcharges, which vary depending on the mode of transportation used and the cost of diesel fuel.
During 2017, outbound transportation costs relating to our Pulp and Paper segment comprised approximately 10% of the total consolidated cost of sales.
Our Product Offering and Go-to-Market Strategy
Paper
Our uncoated freesheet papers are categorized into both communication papers and specialty and packaging papers. Communication papers are further categorized into business papers and commercial printing and publishing papers.
Our business papers include copy and electronic imaging papers, which are used with inkjet and laser printers, photocopiers and plain-paper fax machines, as well as computer papers, preprinted forms and digital papers. These products are primarily for office and home use. Business papers accounted for approximately 52%41% of our shipments of paper products in 2017.2020.
Our commercial printing and publishing papers include uncoated freesheet papers, such as offset papers and opaques. These uncoated freesheet grades are used in sheet and roll fed offset presses across the spectrum of commercial printing end-uses, including digital printing. Our publishing papers include tradebook and lightweight uncoated papers used primarily in book publishing applications such as textbooks, dictionaries, catalogs, magazines, hard cover novels and financial documents. These products also include baseconverting papers, that are converted into finished products, such as envelopes, tablets, business forms and data processing/computer forms. Commercial printing and publishing papers accounted for approximately 31%41% of our shipments of paper products in 2017.2020.
We also produce paper for several Our specialty and packaging markets. These products consist primarily of papers include papers used for thermal printing, flexible packaging, food packaging, medical packaging, medical gowns and drapes, sandpaper backing, carbonless printing, labels and other papers used for coating and laminating applications. We also manufacture papers for industrial and specialty applications including carrier papers, treated papers, security papers and specialized printing and converting applications. These specialty and packaging papers accounted for approximately 17%18% of our shipments of paper products in 2017.2020. These grades of papers require a certain amount of innovation and agility in the manufacturing system.
The chart below illustrates our main uncoated freesheet paper products and their applications:
Communication Papers |
| Specialty and Packaging Papers | ||||||||
Category |
| Business Papers |
| Commercial Printing and Publishing Papers |
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Grade |
| Copy |
| Premium imaging |
| Offset |
| Opaques |
| Thermal papers |
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| Technology papers |
| Colors |
| Premium opaques |
| Food packaging |
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| Index |
| Lightweight |
| Bag stock |
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| Tag |
| Tradebook |
| Security papers |
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| Bristol |
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| Imaging papers |
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| Label papers |
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| Medical disposables |
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Application |
| Photocopies |
| Presentations |
| Commercial printing |
| Stationery |
| Food & candy packaging |
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| Office documents |
| Reports |
| Direct mail |
| Brochures |
| Fast food takeout bag stock |
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| Presentations |
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| Pamphlets |
| Annual reports |
| Check and security papers |
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| Brochures |
| Books |
| Surgical gowns |
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| Cards |
| Catalogs |
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| Posters |
| Forms & Envelopes |
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Our paper sales channels are aligned to efficiently bring a competitive and complete product offering to our varied customers. Our customer service personnel work closely with sales, marketing and production staff to provide service and support to merchants, converters, end-users, stationers, printers and retailers. We promotesell our products directly to end-users and others who influence paper purchasing decisions in order to enhance brand recognition and increase product demand. In addition, our sales representatives work closely with mill-based product development personnel and undertake joint marketing initiatives with customers in order to better understand their business needs and to support their future requirements.
We sell business papers primarily to paper stationers, merchants, office equipment manufacturers and retail outlets. We distribute uncoated commercial printing and publishing papers to end-users and commercial printers, mainly through paper merchants, as well as selling directly to converters.some end users. We sell our specialty and packaging papers mainly to converters, who apply a further production process such as coating, laminating,rewinding, folding or waxing to our papers before selling them to a variety of specialized end-users.
The chart below illustrates our channels of distribution for our paper products:
Communication Papers |
| Specialty and Packaging Papers | |||||||||||||||||||||||
Category |
| Business Papers |
| Commercial Printing and Publishing Papers |
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Domtar sells to: |
| Retailers ↓ |
| Merchants ↓ |
| Office Equipment Manufacturers / Stationers ↓ |
| Merchants ↓ |
| Converters ↓ |
| End-Users
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| Converters ↓ | |||||||||||
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Customer sells to: |
| Printers / |
| Printers / |
| Retailers / |
| Printers / |
| Merchants / |
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| End-users | |||||||||||
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| End-users |
| Retailers / |
| Stationers / |
| Converters / |
| Retailers |
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| End-users |
| End-users |
| End-users |
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Pulp
Our pulp products are comprised of softwood, fluff and hardwood kraft. Thesekraft as well as high quality airlaid and ultrathin laminated cores. Our pulp grades are sold to customers in over 4050 countries worldwide. Our pulp isworldwide and are used in a variety of end products, such as diapers and personal hygiene products, bathroom and facial tissue, specialty and packaging papers, customers who make printing and writing grades, building products and electrical insulating papers. Our laminated cores are used in the manufacturing of baby diapers, adult incontinence and feminine hygiene products.
We sell market pulp to customers in North America mainly through a North American sales force, while sales to most overseas customers are made directly or through commission agents. We maintain pulp supplies at strategically located warehouses, which allow us to respond to customer orders on short notice.
Our Customers
Our ten largest customers represented approximately 45%41% of our Pulp and Paper segment sales orin 2020. In 2020, Staples represented approximately 36%12% of our total sales in 2017. In 2017, Staples, a customer of our Pulp and Paper segment, represented approximately 10% of our total sales. The majority of our customers purchase products through individual purchase orders. In 2017,2020, approximately 71%75% of our Pulp and Paper segment sales were in the United States, 11%9% were in Canada, and 18%16% were in other countries.
Our Operations
Our Personal Care business consists of the design, manufacturing, marketing and distribution of absorbent hygiene products, including adult incontinence and infant diaper products. We are one of the leading suppliers of adult incontinence products sold into North America and Europe, servicing institutional and consumer channels, marketed primarily under our Attends®, IncoPack®, Indasec® and Reassure® brands, in addition to our customers’ brands.
We operate six manufacturing facilities, with each having the ability to produce multiple product categories. At our Jesup facility, we have research and development capabilities and production lines which manufacture high quality airlaid and ultrathin laminated absorbent cores and we also have research and development activities in our divisional headquarters in Raleigh, North Carolina. We operate in the United States and in Europe.
Our Industry Dynamics
Aging population
We compete in an industry with fundamental drivers for long-term growth. The worldwide aging population suggests that adult incontinence will become much more prevalent over the next several decades, as baby boomers enter their senior years and medical advances continue to extend the average lifespan. By the year 2030, approximately 74 million Americans are estimated to be 65 years old or older, representing over 20% of the United States population.
Increased healthcare spending
While we are expected to benefit from the overall increase in healthcare spending due to an aging population, it is not clear how pressures to limit this spending brought forth through administrative changes by various national governments may impact the source of that funding. Additional changes in the balance of public versus private funding may be forthcoming and these could impact overall consumption or the channels in which consumption occurs.
Infant products
We compete within the competitive and volatile store brand segment of infant diapers and training pants. Future demand based on birth rate and demographic trends is forecasted to have flat to low growth in North America and Europe. The importance of the category to key retailers is expected to remain strong given the purchasing power and strategic importance of the infant diaper shopper. Today, our business is focused on securing multiyear contracts with large retailers that control the majority of volume in North America, leading to intense competition with other manufacturers in the industry. In Europe, we are investing in our infant diaper assets and are focused on leveraging our existing position in adult incontinence and our infant expertise in North America to grow our business.
We believe that our product assortment provides our customers with the complete bundle of products at a scale required to meet their national distribution requirements.
Our Raw Materials
The primary raw materials used in our manufacturing process are fluff pulp, nonwovens, and super absorbent polymers. A significant portion of the fluff pulp used in our Personal Care business is supplied internally from our Pulp and Paper business. The majority of our nonwoven and super absorbent polymers are purchased centrally based on multiyear contracts with pricing that fluctuates with market conditions. Other raw materials used in our manufacturing process include polypropylene film, elastics and adhesives which are also purchased with multiyear contracts.
Our Product Offering and Go-to-Market Strategy
Our products, which include branded and private label briefs, protective underwear, underpads, pads and washcloths, as well as baby diapers, youth pants and infant training pants, are available in a variety of sizes, differing performance levels and product attributes. Our broad product portfolio covers most price points across each category.
We serve the healthcare, retail and direct-to-consumer channels. Through the utilization of our flexible production platform, manufacturing expertise and efficient supply chain management, we believe that we are able to provide a complete and high-quality
line of products to customers across all channels, under our own brands or those of our customers. We maintain a direct sales organization in the United States and certain European countries.
Our Product Development
We currently offer a comprehensive, full suite of products, and we continue to focus on product development to improve products for our customers. We continue to explore materials, designs and processes that will allow us to manufacture products that absorb wetness more quickly, reduce skin dryness and improve containment.
OUR STRATEGIC INITIATIVES AND FINANCIAL PRIORITIES
As a leading fiber-based technology company, Domtar is focused on driving innovation, enhancing our operating platforms, and delivering high quality products. To further bolster our position and drive enhanced value for our stockholders, Domtar is focused on four key business objectives: (1) driving value in our Pulp and Paper business through strategic investment; (2) building on our core competencies in wood fiber to diversify and expand Domtar’s footprint in growth markets and industries; (3) maintaining a balanced and disciplined approach to capital allocation that allows for investments in growth opportunities and rewards stockholders with capital returns; and (4) operating with a focus on environmental responsibility and sustainability. We are confident that the continued focus on these objectives will bolster the competitive position of our business and drive value for our stakeholders, including stockholders, customers and employees.
Driving value in. Fiber-based products remain the Pulp and Paper business. Domtar’s Pulp and Paper business remains an importantprimary part of our growth plan, and we have strategies and operating priorities designed to maximize the value of the business. Our key priorities include: increasing productivity in our pulp business, pursuing new sources of paper consumption, pursuing asset repurposing opportunities and operating an optimal portfolio of strategic assets, increasing productivity in our pulp business and pursuing new sources of paper consumption.assets. We believe that execution on these priorities will enable Domtar to expand into complementary growth areas and protect its market position in Pulp and Paper.
Expanding into areas of growth and leveraging our fiber expertise. We are focused on optimizing and expanding our operations in markets with positive demand dynamics through investments for organic growth, the repurposing of assets investments for organic growth and strategic acquisitions. Domtar has a history of proactively adapting to changing market conditions, and today, we are repositioning the Company towards areas of growth. We are well positioned to capitalize on new opportunities in the wood fiber market. The Company already has the financial resources, infrastructure, raw materials, technologies and expertise necessary to deliver new products. We believe that we have built a strong foundation for diversification and continue to make important, but disciplined, progress.
Maintaining a balanced and disciplined approach to capital allocation that allows for investments in growth opportunities and rewards stockholders with capital returns. We believe in a balanced and disciplined approach to capital allocation, and we are committed to deploying capital only to the areas that will achieve the best possible return for our stockholders. Domtar’s free cash flow allows us to invest in growth opportunities and maintain a strong and flexible financial position for operating and strategic
initiatives, while still returning capital to our stockholders. To continue generating free cash flow, we are focused on assigningallocating our capital expenditures effectively and minimizing working capital requirements by reducing discretionary spending, reviewing procurement costs and pursuing the balance of production and inventory control.
Operating responsibly on behalf of all of Domtar’s stakeholders. We try to make a positive difference every day by pursuing sustainable growth, valuing relationships, and responsibly managing our resources. We aim to care for our customers, end-users and stakeholders in the communities where we operate, all seeking assurances that resources are managed in a sustainable manner. We strive to provide these assurances by certifying our distribution and manufacturing operations and measuring our performance against internationally recognized benchmarks. Domtar is committed to the responsible use of forest resources across our operations, and we are enrolled in programs and initiatives to encourage landowners to pursue certification to improve their market access and increase their revenue opportunities. We believe that each of these initiatives also creates value for our stockholders and is part of our larger business strategy and commitment to environmental sustainability.
The markets in which our businesses operate are highly competitive with well-established domestic and foreign manufacturers.
In the paper business, our paper production does not rely on proprietary processes or formulas, except in highly specialized papers or customized products. In uncoated freesheet, we compete primarily on the basis of product quality, breadth of offering, service solutions and competitively priced paper products. We haveproducts, which include an extensive offering of high quality Forest Stewardship Council (“FSC”)-certified paper products. While we have a leading position in the North American uncoated freesheet market, we also compete with other paper grades, including coated freesheet, and with electronic transmission and document storage alternatives. As the use of these alternative products continues to grow, we continue to see a decrease in the overall demand for paper products. All of our pulp and paper manufacturing facilities are located in the United StatesU.S. or in Canada where we sell approximately 82%84% of our products. Domtar is one of theThe five largest manufacturers of uncoated freesheet papers in North America that(including Domtar) represent approximately 80%76% of the total production capacity. On a global basis, there are hundreds of manufacturers that produce and sell uncoated freesheet paper. The level of competitive pressures from foreign producers in the North American market is highly dependent upon exchange rates, particularly the rate between the U.S. dollar and the Euro as well as the U.S. dollar and the Brazilian real.
The market pulp we sell is fluff, softwood or hardwood pulp. The pulp market is highly fragmented with many manufacturers competing worldwide. Competition is primarily on the basis of access to low-cost wood fiber, product quality and competitively priced pulp products. The fluff pulp we sell is used in absorbent products, incontinence products, diapers and feminine hygiene products. The softwood and hardwood pulp we sell is primarily slow growth northern bleached softwood and hardwood kraft, and we produce specialty engineered pulp grades with a pre-determinedpredetermined mix of wood species. Our softwood and hardwood pulps are sold to customers whothat make a variety of products for specialty paper, packaging, tissue and industrial applications, and customers who make printing and writing grades. Airlaid and ultrathin laminated cores are highly customized and specialized for customer needs and have a relatively long and technical development, qualification and sales process. We also seek product differentiation through the certification of our pulp mills to the FSC chain-of-custody standard and the procurement of FSC-certified virgin fiber. All of our market pulp production capacity is located in the United StatesU.S. or in Canada, and we sell approximately 57%54% of our pulp to other countries.
For the adult incontinence business, competition is primarily faced across four major product categories: protective underwear, pads, briefs and underpads, with customers served through the healthcare, retail (mass retailers, dollar stores, supermarkets, warehouse clubs), and direct to consumer channels. The retail channel in Europe is more fragmented than in North America, with a mix of larger chains and smaller players. Approximately 74% of institutional and homecare expenditures are reimbursed by governments in Western Europe.
For the infant diaper business, competition is primarily across three major product categories: diapers, training pants and youth pants with customers served through the retail (mass retailers, dollar stores, supermarkets, warehouse clubs) and direct to consumer channels. In North America, branded labels represent the majority of the infant market with the top two manufacturers supplying a significant portion of the branded demand. The remaining demand is represented by private label, and is split among the competition. In Europe, the top manufacturer supplies approximately 50% of the demand with branded labels, and the remaining is represented by private label. Products are marketed in multiple channels: mass retailers, dollar stores, supermarkets, warehouse clubs, internet and home health care.
In both the adult incontinence and infant diaper businesses, the principal methods and elements of competition include brand recognition and loyalty, product innovation, quality and performance, price and marketing and distribution capabilities. Growing competitive market pressures in the healthcare and retail markets over the last year, including the entry of new competitors in the private label category, excess industry capacity and the pressure to limit healthcare spending by governmental agencies, are expected to result in lower than previously anticipated sales and margins.
We have approximately 10,0006,600 employees, of which approximately 60%61% are employed in the United States 28%and 39% in Canada and 12% in Europe. Approximately 48%Canada. 57% of our employees are covered by collective bargaining agreements, generally on a facility-by-facility basis. Certain agreements covering approximately 1,067
We are committed to fostering a workplace that attracts and retains talent. Through ongoing employee development, comprehensive compensation and benefits, and a focus on health, safety, employee well-being and community engagement, we aim to directly influence positive work behavior and on-the-job performance.
Diversity and Inclusion
Although we have a strict non-discrimination and anti-harassment policy, we view diversity and inclusion as more than just policies and practices. It is part of who we are, how we operate, and essential to our long-term sustainability. We strive to create an inclusive workplace where people can bring their authentic selves to work and feel valued and included.
Our commitment to diversity and inclusion starts at the top with a highly skilled and diverse board. We are committed to increasing representation of women and underrepresented minorities at Domtar overall, but particularly in leadership roles. The Domtar Diversity and Inclusion Council, provides guidance to leadership to help make Domtar more inclusive and diverse.
To ensure leadership maintains a commitment to diversity and inclusion, each leader is responsible for focusing on how they can develop and support diversity within the workplace and within their scope of responsibilities. The Human Resources Committee of the Board also has ongoing oversight of diversity and inclusion programs.
Compensation and Pay Equity
Our compensation program is designed to attract and reward talented individuals who possess the skills necessary to support our business objectives, assist in the achievement of our strategic goals and create long-term value for our stockholders. We believe people should be paid for what they do and how they do it, regardless of their gender, race, or other personal characteristics. To deliver on that commitment, we benchmark and set pay ranges based on market data and consider factors such as an employee’s role, experience and their performance. We also regularly review our compensation practices, both in terms of our overall workforce and individual employees, will expireto ensure our pay is fair and equitable.
Learning and Development
Hiring, developing and retaining employees is important to our operations and we are focused on creating experiences and programs that foster growth, performance and retention. We continually invest in 2018our employees’ career growth and others will expire between 2019provide a wide range of development opportunities, including face-to-face, virtual, social and 2021.on-site learning, mentoring, coaching, and external development.
The physical health, life balance and mental health of our employees is vital to Domtar’s success. That is why we work relentlessly to physically eliminate hazards and minimize risk of injury, promote a safety culture, and invest in well-being programs to help our employees establish and maintain healthy lifestyles.
Throughout the COVID-19 pandemic, we have remained focused on protecting the health, safety, and well-being of our employees while meeting the needs of our customers. Shortly after the outset of COVID-19, we adopted enhanced safety measures and practices across our facilities to protect employee health and safety and ensured a reliable supply of essential products to our customers. We monitor the impact of the pandemic on our employees and within our operations, and proactively modify or adopt new practices to promote their health and safety.
Community Involvement
We make donations to charitable organizations in the communities where we live and work and believe that this commitment helps in our efforts to attract and retain employees. We also offer employees the opportunity to volunteer in their communities through our Domtar EarthChoice Ambassadors program. We focus our philanthropic efforts on three areas that align with our business: literacy, sustainability, and health and wellness.
OUR APPROACH TO SUSTAINABILITY
Domtar aims to deliver value to our customers, employees, shareholders and communities by viewing our business decisions within the larger context of sustainability. As a renewable fiber-based company, weWe take a long-term view on managing natural resources for the future. We prize efficiency in everything we do. We strive to minimize waste and encourage recycling. We aim to have the highest standards for ethical conduct, for caring about the health and safety of each other, and for maintaining the environmental quality in the communities where we live and work. We value the partnerships we have formed with non-governmental organizations and believe they make us a better company. We focus on agility to respond to new opportunities, and we are committed to turning innovation into value creation. By embracing sustainability as our operating philosophy, we seek to internalize the fact that the choices we have and the impact of the decisions we make on our stakeholders are all interconnected. We believe that our business and the people and communities who depend on us are better served as we weave this focus on sustainability into the things we do.
Domtar executes this commitment to sustainability at every level and every location across the company.Company. With the support of the Board of Directors, our Management Committee empowers senior managers from manufacturing, technology, finance, sales and marketing and corporate staff functions to regularly come together and establish key sustainability performance metrics, and to routinely assess and report on progress. We have a vice-president position to help lead this effort, allowingOur sustainability goals, challenges and progress are reported annually on the company’s organizational structure to better reflect the priority the company places on sustainable performance. We believe that weaving sustainability into our business better positions Domtar for the future.Company’s website and other published reports.
Our business is subject to a wide range of general and industry-specific laws and regulations in the United StatesU.S. and other countries where we have operations, relating to the protection of the environment, including those governing wood harvesting, air emissions,
climate change, waste water discharges, storage, management and disposal of hazardous substances and wastes, contaminated sites, landfill operation and closure obligations and health and safety matters. Compliance with these laws and regulations is a significant factor in the operation of our business. We may encounter situations in which our operations fail to maintain full compliance with applicable environmental requirements, possibly leading to civil or criminal fines, penalties or enforcement actions, including those that could result in governmental or judicial orders that stop or interrupt our operations or require us to take corrective measures at substantial costs, such as the installation of additional pollution control equipment or other remedial actions.
Compliance with environmental laws and regulations involves capital expenditures as well as additional operating costs. Additional information regarding environmental matters is included in Item 8, Financial Statements and Supplementary Data, under Note 22 “Commitments and Contingencies” and in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, under the section of Critical accounting estimates and policies, under the caption “Environmental mattersMatters and asset retirement obligations”.Asset Retirement Obligations.”
Many of our brand name products are protected by registered trademarks. Our key trademarks include Cougar®, Lynx® Opaque Ultra, Husky® Opaque Offset, First Choice®, EarthChoice®, Attends®, NovaThin®, NovaZorb®, IncoPack®, IndasecAriva®, ReassureNovaThin® and ArivaNovaZorb®. These brand names and trademarks are important to our business. Our numerous trademarks have been registered in the United StatesU.S. and/or in other countries where our products are sold. The current registrations of these trademarks are effective for various periods of time. These trademarks may be renewed periodically, provided that we, as the registered owner, and/or licensee comply with all applicable renewal requirements, including the continued use of the trademarks in connection with similar goods.
We own U.S. and foreign patents and have several pending patent applications. Our management regards these patents and patent applications as important but does not consider any single patent or group of patents to be materially important to our business as a whole.
OUR EXECUTIVE OFFICERS (“(“MANAGEMENT COMMITTEE”)
Name | Age | Position and Business Experience |
John D. Williams |
| President and Chief Executive Officer of the Company since January 2009. He is also a member of the Board of Directors. Previously, Mr. Williams served as President of SCA Packaging Europe between 2005 and 2008. Prior to assuming his leadership position with SCA Packaging Europe, Mr. Williams held increasingly senior management and operational roles in the packaging business and related industries. Mr. Williams is Lead Independent Director of the Board of Directors of Owens Corning and the |
Daniel Buron |
|
|
|
| Senior Vice President, |
| 56 | Senior Vice President, |
Steven Henry | 48 | Senior Vice President, Packaging. Mr. Henry has been with Domtar since 2011. Previously at Domtar he |
Zygmunt Jablonski |
| Senior |
Nancy Klembus | 60 | Senior Vice President, General Counsel and Corporate Secretary, effective April 2, 2021. Ms. Klembus has been with Domtar since 2016. She has over 20 years of experience practicing law in the paper and personal care industry and previously worked in private practice and in-house at Kimberly-Clark. Prior to attending law school, she worked at General Motors in engineering, reliability, and manufacturing. She is licensed to practice law in Michigan and Georgia, as well before the United States Patent and Trademark Office. Ms. Klembus is on the Board of Directors of the Soccer Foundation of Charlotte. |
Patrick Loulou |
| Senior |
Stephen Makris | 48 | Senior Vice President, Business Transformation. Mr. Makris has been with Domtar since 2013. Previously at Domtar he held the positions of Vice President, Pulp and Vice President, strategy and global innovation for our former Personal Care division. Prior to joining Domtar, Mr. Makris worked for a project and technology development firm serving the forest products and energy sectors, where he was responsible for business development. He was also an associate partner at McKinsey & Company and a leader in the firm’s forest products practice based in Stockholm, Sweden. |
Robert Melton | 49 | Senior Vice President, Pulp and Paper Commercial.Mr. Melton has been with Domtar since 1993. He has held multiple roles in the communication and specialty papers at Domtar. He serves as Chair of the Printing & Writing Committee of the American Forest and Paper Association, is on the Board of Directors of the Envelope Manufacturers Association Foundation and is also on the Board of Directors of the Paper & Packaging Board. |
Richard McAtee | 51 | Senior Vice President, Human Resources, effective April 2, 2021. Mr. McAtee has been with Domtar since 2015 and has over 25 years of experience in labor relations, employment law and human resources. Prior to joining Domtar, Mr. McAtee was a managing partner with Jackson Lewis P. C., one of the largest employment and labor law firms in the United States. During this time, he opened and managed their Raleigh, North Carolina office and was elected to their Board of Directors. |
FORWARD-LOOKINGFORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements relating to trends in, or representing management’s beliefs about, Domtar Corporation’s future growth, results of operations, performance, liquidity 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 occur, what effect they will have on Domtar Corporation’sour 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;
• | 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;
• | our ability to implement our business diversification initiatives, including repurposing of assets and strategic acquisitions or divestitures, including facility closures; |
product selling prices;
• | failure to achieve our cost containment goals, conversion costs in excess of our expectations and demand for linerboard; |
raw material prices, including wood fiber, chemical and energy;
• | product selling prices; |
conditions in the global capital and credit markets, and the economy generally, particularly in the U.S., Canada and Europe;
• | raw material prices, including wood fiber, chemical and energy; |
performance of Domtar Corporation’s manufacturing operations, including unexpected maintenance requirements;
• | conditions in the global capital and credit markets, and the general economy, particularly in the U.S., and Canada; |
the level of competition from domestic and foreign producers;
• | performance of our manufacturing operations, including unexpected maintenance requirements; |
cyberattack or other security breaches;
• | the level of competition from domestic and foreign producers; |
the effect of, or change in, forestry, land use, environmental and other governmental regulations (including tax positions and estimates of the impact of U.S. Tax Reform on our 2017 and future results), and accounting regulations;
• | cyberattacks or other security breaches; |
the effect of weather and the risk of loss from fires, floods, windstorms, hurricanes and other natural disasters;
• | the effect of, or change in, forestry, land use, environmental and other governmental regulations and accounting regulations; |
transportation costs;
• | the effect of weather and the risk of loss from fires, floods, windstorms, hurricanes and other natural disasters; |
the loss of current customers or the inability to obtain new customers;
• | transportation costs; |
legal proceedings;
• | the loss of current customers or the inability to obtain new customers; |
changes in asset valuations, including impairment of property, plant and equipment, inventory, accounts receivable or other assets for impairment or other reasons;
• | legal proceedings; |
changes in currency exchange rates, particularly the relative value of the U.S. dollar to the Canadian dollar and European currencies;
• | changes in asset valuations, including impairment of long-lived assets, inventory, accounts receivable or other assets or other reasons; |
the effect of timing of retirements and changes in the market price of Domtar Corporation’s common stock on charges for stock-based compensation;
• | changes in currency exchange rates, particularly the relative value of the U.S. dollar to the Canadian dollar; |
performance of pension fund investments and related derivatives, if any; and
• | 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; |
the other factors described under “Risk Factors,” Item 1A.
• | a material disruption in our supply chain, manufacturing, distribution operations or customer demand such as public health crises that impact trade or the general economy, including COVID-19 and other viruses, diseases or illnesses; and |
• | the other factors described under “Risk Factors,” Item 1A. |
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 Annual Report on Form 10-K. Unless specifically required by law, Domtar Corporation disclaims any obligation to update or revise these forward-looking statements to reflect new events or circumstances.
You should carefully consider the risks described below in addition to the other information presented in this Annual Report on Form 10-K.
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 exposureRisks Related 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. 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 crisis in individual countries or regions, including sovereign risk related to a default by or deterioration in the credit worthiness of local governments. Any of these effects, 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 operating results in the future.
The Company faces intense competition in its markets, and the failure to compete effectively could have a material adverse effect on its business and results of operations.
The Company competes with U.S., Canadian and European producers and, for many of its product lines with global producers, some of which may have greater financial resources and lower production costs than the Company. The principal basis for competition is selling price. The Company’s ability to maintain satisfactory margins depends largely on its ability to control its costs. Our industries also are particularly sensitive to other factors including innovation, design, quality and service, with varying emphasis on these factors depending on the product line. The Company cannot provide assurance that it will compete effectively and maintain current levels of sales and profitability. If the Company cannot compete effectively, such failure could have a material adverse effect on its business and results of operations.our Business
Failure to successfully implement the Company’s business diversification initiatives could have a material adverse effect on its business, results of operations and financial position.
The Company is pursuing strategic initiatives that management considers important to our long-term success. The most recent initiatives include, but are not limited to, the integration of adult incontinence and baby diaper businesses acquired during the past six years and the 2016 conversion of a paper machine to produce fluff pulp. The intent of these initiatives is to help grow and diversify the business and counteract the secular decline in our North American paper business. These initiatives may involve organic growth, conversion of assets, select joint ventures and strategic acquisitions. The success of these initiatives will depend on, among other things, our ability to identify potential strategic initiatives, understand the key trends and principal drivers affecting those businesses and to execute the initiatives in a cost effectivecost-effective manner. There are significant risks involved with the execution of thesesuch initiatives, including significant business, economic and competitive uncertainties, many of which are outside the Company’s control.
For example, we are currently converting one of our mills to a containerboard production facility and in the past, we have converted paper mills to fluff pulp production facilities. If circumstances warrant, in the future we may again convert mills to produce pulp or other products. Conversions can be capital intensive and can involve the shutdown of a facility for an extended period of time, followed by an extended ramp-up and customer certification process. In addition, the success of a conversion depends upon demand over time for the new product relative to the previously produced paper products, as well as costs and other factors, and there can be no assurance that a conversion will be as successful as expected.
Strategic acquisitions may expose the Company to additional risks. The Company may have to compete for acquisition targets and any acquisition it makes may fail to accomplish our strategic objectives or may not perform as expected. In addition, the costs of integrating an acquired business may exceed our estimates and may require significant time and attention from senior management. Accordingly, the Company cannot predict whether it will succeed in implementing these strategic initiatives. If it fails to successfully diversify our business, it may have a material adverse effect on the Company’s competitive position, financial condition and operating results.
The Company’s paper products are vulnerable to long-term declines in demand due to competing technologies or materials.
The Company’s paper business competes with electronic transmission and document storage alternatives, as well as with paper grades it does not produce, such as uncoated groundwood. As a result of such competition, the Company is experiencing ongoing decreasing
demand for most of its existing paper products. As the use of these alternatives grows, demand for paper products is likely to decline further. Declines in demand for our paper products may adversely affect the Company’s business, results of operations and financial position.
The pulp and paper industry is highly cyclical. Fluctuations in the prices of and the demand for the Company’s pulp and paper products could result in lower sales volumes and smaller profit margins.profit.
The pulp and paper industry is highly cyclical. Historically, economic and market shifts, fluctuations in capacity and changes in foreign currency exchange rates have created cyclical changes in prices, sales volume and margins for the Company’s pulp and paper products. The length and magnitude of industry cycles have varied over time and by product, but generally reflect changes in macroeconomic conditions and levels of industry capacity. Most of the Company’s paper products are commodities that are widely available from other producers. Because commodity products have few distinguishing qualities from producer to producer, competition for these products is based primarily on price, which is determined by supply relative to demand.
The overall levels of demand for the pulp and paper products that the Company manufactures and distributes, and consequently its sales and profitability, reflect fluctuations in levels of end-user demand, which depend in part on general macroeconomic conditions in North America and worldwide, the continuation of the current level of service and cost of postal services, as well as competition from electronic substitution. See “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” and “The Company’s paper products are vulnerable to long-term declines in demand due to competing technologies or materials”.
Industry supply of pulp and paper products is also subject to fluctuation, as changing industry conditions can influence producers to idle or permanently close individual machines or entire mills. Such closures can result in significant cash and/or non-cash charges. In addition, to avoid substantial cash costs in connection with idling or closing a mill, some producers will choose to continue to operate at a loss, sometimes even a cash loss, which couldcan prolong weak pricing environments due to oversupply. Oversupply also can also result from producers introducing new capacity in response to favorable pricing trends.trends or low-cost imports in response to exchange rates and other factors.
Industry supply of pulp and paper products is also influenced by overseas production capacity, which has grown in recent years and is expected to continue to grow.
As a result, prices for all of the Company’s pulp and paper products are driven by many factors outside of its control, and the Company has little influence over the timing and extent of price changes, which are often volatile. Because market conditions beyond the Company’s control determine the prices for its commodity products, the price for any one or more of these products may fall below its cash production costs, requiring the Company to either incur cash losses on product sales or cease production at one or more of its pulp and paper manufacturing facilities. The Company continuously evaluates potential adjustments to its production capacity, which may include additional closures of machines or entire mills, and the Company could recognize significant cash and/or non-cash charges relating to any such closures in future periods. SeeRefer to Item 8, Financial Statements and Supplementary Data, under Note 16 “Closure and restructuring costsRestructuring Costs and liability”.Impairment of Long-Lived Assets” for more details. Therefore, the Company’s profitability with respect to these products depends on managing its cost structure, particularly wood fiber, chemical, transportation and energy costs, which represent the largest components of its operating costs and can fluctuate based upon factors beyond its control. If the prices or demand for its pulp and paper products decline, or if its wood fiber, chemical, transportation or energy costs increase, or both, this could adversely affect the Company’s results of operations and financial position.
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 their Euro functional currency. Additionally, there has been, and may continue to be, volatility in currency exchange rates. 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 results of operations and financial position.
The Company relies heavily on a small number of significant customers, including one customer that represented approximately 10%12% of the Company’s sales in 2017.2020. A significant change in customer relationships or in customer demand for our products could materially adversely affect the Company’s business, financial condition or results of operations.
The Company heavily relies on a small number of significant customers. The Company’s largest customer, Staples, represented approximately 10%12% of the Company’s sales in 2017.2020. A significant reduction in sales to any of the Company’s key customers, which could be due to factors outside its control, such as purchasing diversification or financial difficulties experienced by these customers could materially adversely affect the Company’s business, financial condition or results of operations. Consolidation among itsoperations, which could result from such customers further diversifying their product sourcing, experiencing financial difficulty or consolidating with each other.
The Company may have difficulty obtaining wood fiber at favorable prices, or at all.
Wood fiber is the principal raw material used by the Company’s Pulp and Paper business, comprising approximately 24% of the cost of sales in 2020. Wood fiber is a commodity, and prices historically have been impacted by a variety of factors. The primary source for wood fiber is timber. Environmental litigation and regulatory developments, alternative use for energy production and reduction in harvesting related to the housing market, have caused, and may cause in the future, significant reductions in the amount of timber available for commercial harvest in the U.S. and Canada. In addition, future domestic or foreign legislation and litigation concerning the use of timberlands, the protection of endangered species, the promotion of forest health and the response to and prevention of catastrophic wildfires could also create significantaffect timber supplies. Availability of harvested timber may be further limited by adverse weather, fire, insect infestation, disease, ice storms, windstorms, flooding and other natural and man-made causes, thereby reducing supply and increasing prices. Wood fiber pricing is subject to regional market influences, and the Company’s cost margin pressureof wood fiber may increase in particular regions due to market shifts in those regions. Any sustained increase in wood fiber prices would increase the Company’s operating costs, and the Company may be unable to increase prices for its products in response to increased wood fiber costs due to additional factors affecting the demand or supply of these products.
The Company currently meets its wood fiber requirements by purchasing wood fiber from third parties and by harvesting timber pursuant to its forest licenses and forest management agreements. If the Company’s cutting rights, pursuant to its forest licenses or forest management agreements are reduced, or any third-party supplier of wood fiber stops selling or is unable to sell wood fiber to the Company, its financial condition or results of operations could be materially and adversely affected.
An increase in the cost of the Company’s purchased energy or other raw materials would lead to more complexity across broader geographic boundaries for both the Company andhigher manufacturing costs, thereby reducing its key retailers.margins.
The Company’s operations requireconsume substantial capital,amounts of energy such as biomass, natural gas and electricity. Energy prices, particularly for electricity, natural gas and fuel oil, have been volatile in recent years. As a result, fluctuations in energy prices will impact the Company’s manufacturing costs and contribute to earnings volatility. While the Company purchases substantial portions of its energy under supply contracts, most of these contracts are based on market pricing.
Other raw materials the Company uses include various chemical compounds, such as precipitated calcium carbonate, sodium chlorate, sulfuric acid, dyes, peroxide, methanol and aluminum sulfate, super absorbent polymers and nonwovens. The costs of these other raw materials have been volatile historically, and they are influenced by capacity utilization, energy prices and other factors beyond the Company’s control.
Due to the commodity nature of the Company’s products, the relationship between supply and demand for these products, rather than changes in the cost of raw materials or purchased energy, will determine the Company’s ability to increase prices. Consequently, the Company may be unable to pass on increases in its operating costs to its customers. Any sustained increase in raw material or energy
prices without any corresponding increase in product pricing would reduce the Company’s operating margins and may have a material adverse effect on its business and results of operations.
The Company depends on third parties for transportation services.
The Company relies on third parties for transportation of the products it manufactures and/or distributes, as well as delivery of its raw materials. In particular, a significant portion of the goods it manufactures and raw materials it uses are transported by railroad, trucks or ocean barges. If any of its third-party transportation providers were to fail to deliver the goods that the Company manufactures or distributes in a timely manner, the Company may be unable to sell those products at full value, or at all. Similarly, if any of these providers were to fail to deliver raw materials to the Company in a timely manner, it may notbe unable to manufacture its products in response to customer demand. In addition, if any of these third parties were to cease operations or cease doing business with the Company, it may be unable to replace them at reasonable cost. Any failure of a third-party transportation provider to deliver raw materials or finished products in a timely manner could harm the Company’s reputation, negatively impact its customer relationships and may have adequate capital resources to provide for alla material adverse effect on its financial condition and results of its capital requirements.operations.
The Company’s businesses are capital intensive and require ongoing capital expendituresCompany could experience disruptions in orderoperations and/or increased labor costs due to maintain its equipment, increase its operating efficiency and comply with environmental laws. In 2017,labor disputes.
Approximately 57% of the Company’s total capital expenditures were $182 million.
Ifemployees are represented by unions through collective bargaining agreements generally negotiated on a facility-by-facility basis. In the Company’s available cash resources and cash generated from operations are not sufficient to fund its operating needs and capital expenditures,future, the Company would have to obtain additional funds from borrowings or other available sources or reduce or delay its capital expenditures. The Company may not be able to obtain additional funds on favorable terms,negotiate acceptable new collective bargaining agreements, which could result in strikes or at all.work stoppages or other labor disputes by affected workers. Renewal of collective bargaining agreements could also result in higher wages or benefits paid to union members. In addition, labor organizing activities could occur at any of the Company’s debt service obligations willfacilities. Therefore, the Company could experience a disruption of its operations or higher ongoing labor costs, which could have a material adverse effect on its business and results of operations.
A material disruption in the Company supply chain, manufacturing or distribution operations could prevent it from meeting customer demand, reduce its available cash flows. If the Company cannot maintain sales and/or upgradenegatively impact its equipment as it requires or allocate funds to ensure environmental compliance, it could be required to curtail or cease someresults of its manufacturing operations, or it may become unable to manufacture products that compete effectively in one or more of its product lines.
The Company and its subsidiaries may incur substantially more debt. This could increase risks associated with its leverage.
The Company and its subsidiaries may incur substantial additional indebtedness in the future. Although the revolving credit facility contains restrictions on the incurrence of additional indebtedness, including secured indebtedness, these restrictions are subject to a number of qualifications and exceptions, and additional indebtedness incurred in compliance with these restrictions could be substantial. Refer to Item 8, Financial Statements and Supplementary Data under Note 19 “Long-term debt” for more details.operations.
The Company’s ability to generatemanufacture, distribute and sell products is critical to its operations. These activities are subject to inherent risks such as:
• | unscheduled maintenance outages; |
• | prolonged power failures; |
• | equipment failure; |
• | chemical spill or release; |
• | malfunction of a boiler; |
• | the effect of a drought or reduced rainfall on its water supply; |
• | labor disputes; |
• | government regulations; |
• | disruptions in the transportation infrastructure, including roads, bridges, railroad tracks and tunnels; |
• | adverse weather, fires, floods, earthquakes, hurricanes or other catastrophes; |
• | cyberattack or other security breaches; |
• | failure of our IT systems, including any failure of our current systems and/or as a result of transitioning to additional or replacement IT system; |
• | public health crises that impact trade or the general economy, including COVID-19 and other viruses, diseases or illnesses; |
• | terrorism or threats of terrorism; or |
• | other operational problems, including those resulting from the risks described in this section. |
Events such as those listed above could disrupt the Company’s supply chain and impair its ability to manufacture or sell its products and have resulted in operating losses in the past. Any interruption or facility damage could prevent the Company from meeting customer demand for its products as well as require additional resources and/or require unplanned expenditures. If one or more of these machines or facilities were to incur significant amount of cash needed to pay interest and principaldowntime, it may have a material adverse effect on the Company’s unsecured long-term notes and service its other debtresults of operations and financial obligationsposition.
The Company could encounter difficulties restructuring operations or closing or disposing of facilities or business.
The Company is continuously seeking the most cost-effective means and its abilitystructure to refinance all or a portion of its indebtedness or obtain additional financing depends on many factors beyond the Company’s control.
In 2017,serve our customers and to respond to changes in our markets. Accordingly, from time to time, the Company paid approximately $125 millionhas, and is likely to again close facilities, sell non-core assets and otherwise restructure operations in required interestan effort to improve cost competitiveness and principal payments. The Company’s abilityprofitability. As a result, restructuring and divestiture costs have been, and are expected to make paymentsbe, a recurring component of our operating costs, and may vary significantly from year to year depending on the scope of such activities. Divestitures and refinancerestructuring may also result in significant financial charges for the impairment of assets, including intangible assets. Furthermore, such activities may divert the attention of management, disrupt our ordinary operations, or result in a reduction in the volume of products produced and sold. There is no guarantee that any such activities will achieve its debt, including the Company’s unsecured long-term notesgoal, and amounts borrowed under its revolving credit facility and term loan, if any, and other financial obligations and to fund its operations will depend on its ability to generate substantial operating cash flow. The Company’s cash flow generation will depend on its future performance, which will be subject to prevailing economic conditions and to financial, business and other factors, many of which are beyond its control.
The Company’s business may not generate sufficient cash flow from operations and future borrowings may not be available to the Company under its revolving credit facility or otherwise in amounts sufficient to enable the Company to service its indebtedness, including the Company’s unsecured long-term notes, and borrowings, if any, under its revolving credit facility and securitization or to fund its other liquidity needs. If the Company cannot servicesuccessfully manage the associated risks, its debt, the Company will have to take actions such as reducing or delaying capital investments, selling assets, restructuring or refinancing its debt or seek additional equity capital. Anyfinancial condition and results of these remedies may notoperations could be executed on commercially reasonable terms, or at all,adversely affected.
Legal and may impede the implementation of its business strategy. Furthermore, the revolving credit facility may restrict the Company from adopting any of these alternatives. Because of these and other factors that may be beyond its control, the Company may be unable to service its indebtedness.Regulatory Risks
The Company could incur substantial costs as a result of compliance with, violations of or liabilities under applicable environmental laws and regulations. It could also incur costs as a result of asbestos-related personal injury litigation.
The Company is subject to a wide range of general and industry-specific laws and regulations in the United StatesU.S. and other countries where we have operations, relating to the protection of the environment and natural resources, including those governing air emissions, greenhouse gases and climate change, wastewater discharges, harvesting, silvicultural activities, storage, management and disposal of hazardous substances and wastes, the cleanup of contaminated sites, landfill operation and closure obligations, forestry operations and endangered species habitat, and health and safety matters. In particular, the pulp and paper industry in the United StatesU.S. is subject to the United States Environmental Protection Agency’s (“EPA”) Cluster Rules.
The Company has incurred, and expects that it will continue to incur, significant capital, operating and other expenditures complying with applicable environmental laws and regulations as a result of remedial obligations. The Company incurred $67$62 million of operating expenses and $2$4 million of capital expenditures in connection with environmental compliance and remediation in 2017.2020. As of December 31, 2017,2020, the Company had a provision of $44$47 million for environmental expenditures, including certain asset retirement obligations (such as for landfill capping).
The Company could also incur substantial costs, such as civil or criminal fines, sanctions and enforcement actions (including orders limiting its operations or requiring corrective measures, installation of pollution control equipment or other remedial actions), cleanup and closure costs, and third-party claims for property damage and personal injury as a result of violations of, or liabilities under, environmental laws and regulations. The Company’s ongoing efforts to identify potential environmental concerns that may be associated with its past and present properties may lead to future environmental investigations. Those efforts may result in the determination of additional environmental costs and liabilities which cannot be reasonably estimated at this time.
As the owner and operator of real estate, the Company may be liable under environmental laws for cleanup, closure and other damages resulting from the presence and release of hazardous substances, including asbestos, on or from its properties or operations, including properties that it no longer owns. The amount and timing of environmental expenditures is difficult to predict, and, in some cases, the Company’s liability may be imposed without regard to contribution or to whether it knew of, or caused, the release of hazardous substances and may exceed forecasted amounts or the value of the property itself. The discovery of additional contamination or the imposition of additional cleanup obligations at the Company’s or third-party sites may result in significant additional costs. Any material liability the Company incurs could adversely impact its financial condition or preclude it from making capital expenditures that would otherwise benefit its business.
In addition, the Company may be subject to asbestos-related personal injury litigation arising out of exposure to asbestos on or from its properties or operations and may incur substantial costs as a result of any defense, settlement, or adverse judgment in such litigation. The Company may not have access to insurance proceeds to cover costs associated with asbestos-related personal injury litigation.
Enactment of new environmental laws or regulations or changes in existing laws or regulations (such as changes in climate change regulation), or interpretation thereof, might require significant expenditures. For additional information, refer to Item 8, Financial Statements and Supplementary Data, under Note 22 “Commitments and Contingencies”. The Company may be unable to generate funds or other sources of liquidity and capital to fund environmental liabilities or expenditures.
Failure to comply with applicable laws and regulations could have a material adverse effect on our business, financial results or condition.
In addition to environmental laws, the Company’s business and operations are subject to a broad range of other laws and regulations in the United StatesU.S. and Canada as well as other jurisdictions in which the Company operates, including antitrust and competition laws, occupational health and safety laws, healthcare reimbursement laws, such as Medicare and Medicaid, and employment laws. Many of these laws and regulations are complex and subject to evolving and differing interpretation. If the Company is determined to have violated any such laws or regulations, whether inadvertently or
willfully, it may be subject to civil and criminal penalties, including substantial fines, loss of authorizations to participate in or exclusion from government programs, claims for damages by third parties or fines or monetary penalties which may have a material adverse effect on the Company’s financial position, results of operations or cash flows. For additional information, refer to Item 8, Financial Statements and Supplementary Data, under Note 22 “Commitments and Contingencies”Contingencies.”
Financial Risks
The Company’s operations require substantial capital, and it may not have adequate capital resources to provide for all of its capital requirements.
The Company’s businesses are capital intensive and require ongoing capital expenditures in order to maintain its equipment, increase its operating efficiency and comply with environmental laws. In 2020, the Company’s total capital expenditures were $175 million.
If the Company’s available cash resources and cash generated from operations are not sufficient to fund its operating needs and capital expenditures, the Company would have to obtain additional funds from borrowings or other available sources or reduce or delay its capital expenditures. The Company may not be able to obtain additional funds on favorable terms, or at all. In addition, the Company’s debt service obligations will reduce its available cash flows. If the Company cannot maintain or upgrade its equipment as it requires or allocate funds to ensure environmental compliance, it could be required to curtail or cease some of its manufacturing operations, or it may become unable to manufacture products that compete effectively in one or more of its product lines.
The Company and its subsidiaries may incur substantially more debt. This could increase risks associated with its leverage.
The Company and its subsidiaries may incur substantial additional indebtedness in the future. Although the revolving credit facility contains restrictions on the incurrence of additional indebtedness, including secured indebtedness, these restrictions are subject to a number of qualifications and exceptions, and additional indebtedness incurred in compliance with these restrictions could be substantial. Refer to Item 8, Financial Statements and Supplementary Data, under Note 19 “Long-Term Debt” for more details.
The Company’s ability to generate the caption “Spanish Competition Investigation”.significant amount of cash needed to pay interest and principal on the Company’s unsecured long-term notes and service its other debt and financial obligations and its ability to refinance all or a portion of its indebtedness or obtain additional financing depends on many factors beyond the Company’s control.
In 2020, the Company paid approximately $59 million in interest and principal payments. The Company’s ability to make payments on and refinance its debt, including the Company’s unsecured long-term notes and amounts borrowed under its revolving credit facility and term loan, if any, and other financial obligations and to fund its operations will depend on its ability to generate substantial operating cash flow. The Company’s cash flow generation will depend on its future performance, which will be subject to prevailing economic conditions and to financial, business and other factors, many of which are beyond its control.
The Company’s business may not generate sufficient cash flow from operations and future borrowings may not be available to the Company under its revolving credit facility or otherwise in amounts sufficient to enable the Company to service its indebtedness, including the Company’s unsecured long-term notes, and borrowings, if any, under its revolving credit facility and securitization or to fund its other liquidity needs. If the Company cannot service its debt, the Company will have to take actions such as reducing or delaying capital investments, selling assets, restructuring or refinancing its debt or seek additional equity capital. Any of these remedies may not be executed on commercially reasonable terms, or at all, and may impede the implementation of its business strategy. Furthermore, the revolving credit facility may restrict the Company from adopting any of these alternatives. Because of these and other factors that may be beyond its control, the Company may be unable to service its indebtedness.
The Company has liabilities with respect to its pension plans and the actual cost of its pension plan obligations could exceed current provisions. As of December 31, 2020, the Company’s defined benefit plans had a surplus of $152 million on certain plans and a deficit of $124 million on others.
Since pension fund obligations are primarily long-term in nature, losses in pension fund investments, if any, would result in increased contributions by the Company, to be paid over 5 year or 10 year periods, depending upon the applicable legislation for funding pension deficits. Losses, if any, would also impact the Company’s results over a longer period of time and immediately increase liabilities and reduce equity.
The Company’s future funding obligations for its defined benefit pension plans depend upon changes to the level of benefits provided by the plans, the future performance of assets set aside in trusts for these plans, the level of interest rates used to determine minimum funding levels, actuarial data and experience, and any changes in government laws and regulations. As of December 31, 2020, the Company’s defined benefit pension plans held assets with a fair value of $1,594 million.
The Company faces intense competition in its markets, and the failure to compete effectively could have a material adverse effect on its business and results of operations.
The Company competes with U.S., Canadian, European and Asian producers and, for many of its product lines with global producers, some of which may have greater financial resources and lower production costs than the Company. The principal basis for competition is selling price. The Company’s ability to maintain satisfactory margins depends largely on its ability to control its costs. Our industries also are particularly sensitive to other factors including innovation, design, quality and service, with varying emphasis on these factors depending on the product line. The Company cannot provide assurance that it will compete effectively and maintain current levels of sales and profitability. If the Company cannot compete effectively, such failure could have a material adverse effect on its business and results of operations.
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. 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 crisis in individual countries or regions, including sovereign risk related to a default by or deterioration in the credit worthiness of local governments. Any of these effects, and others the Company cannot anticipate, may have a negative effect and may adversely affect the Company’s business.
The Company is affected by changes in currency exchange rates.
The Company has manufacturing operations in the U.S. and Canada. As a result, it is exposed to movements in foreign currency exchange rates in Canada. 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 relative to the U.S. dollar. Additionally, there has been, and may continue to be, volatility in currency exchange rates. The Company’s risk management policy allows hedging a significant portion of its exposure to fluctuations in foreign currency exchange rates for periods up to three years. The Company may use foreign exchange derivative instruments to mitigate its exposure to fluctuations in foreign currency exchange rates. There can be no assurance that the Company will be protected against substantial foreign currency fluctuations. Currency exchange rates could adversely affect the Company’s results of operations and financial position.
General Risks
A global pandemic (or any disease outbreak, including epidemics, pandemics, or similar widespread public health concerns such as the recent COVID-19 pandemic) could have a material adverse effect on the Company’s business operations, results of operations, cash flows and financial position.
The Company’s business may be negatively impacted by the fear of exposure to or actual effects of a disease outbreak, epidemic, pandemic, or similar widespread public health concern, resulting in travel restrictions or recommendations or mandates from governmental authorities to avoid large gatherings or to self-quarantine. These impacts include, but are not limited to:
• Significant reductions in demand or significant volatility in demand for one or more of the Company’s products, which may be caused by, among other things: the closing of offices and schools where paper is used extensively, the temporary inability of consumers to purchase the Company’s products due to illness, quarantine or other travel restrictions, financial hardship, shifts in demand away from one or more of our more discretionary or higher priced products to lower priced products or use of alternatives, stockpiling or similar activity; if prolonged, such impacts can further increase the difficulty of planning for operations and may adversely impact the Company’s results;
• Inability to meet the Company’s customers’ needs and achieve cost targets due to disruptions in the Company’s manufacturing and supply arrangements caused by constrained workforce capacity or the loss or disruption of other essential manufacturing and supply elements such as raw materials or other finished product components, transportation, or other manufacturing and distribution capability;
• Failure of third parties on which the Company relies, including the Company’s suppliers, distributors, contractors or commercial banks, to meet their obligations to the Company, or significant disruptions in their ability to do so, which may be caused by their own financial or operational difficulties and may adversely impact the Company’s operations; or
• Significant changes in the political conditions in the markets in which the Company manufactures, sells or distributes its products, including quarantines, import/export restrictions, price controls, or governmental or regulatory actions, closures or other restrictions that limit or close the Company’s operating and manufacturing facilities, restrict the Company’s employees’ ability to travel or perform necessary business functions, or otherwise prevent the Company’s suppliers or customers from sufficiently staffing operations, including operations necessary for the production, distribution and sale of the Company’s products, which could adversely impact the Company’s results.
Despite the Company’s efforts to manage and mitigate these impacts to the Company, their ultimate impact also depends on factors beyond our knowledge or control, including the duration and severity of any such outbreak as well as third-party actions taken to contain its spread and mitigate its public health effects.
The Company’s financial results could be affected by changes in U.S. and foreign tax laws or in the mix of our U.S. and foreign earnings, as well as adjustments to our estimates of uncertain tax issues or results from audits by U.S. or foreign tax authorities.
The Company is subject to U.S. and foreign tax laws and regulations. Tax laws, regulations, and administrative practices in various jurisdictions may be subject to significant change, with or without notice, due to economic, political and other conditions, and significant judgment is required in evaluating and estimating our provision and accruals for these taxes. Recently, internationalInternational tax norms governing each country’s jurisdiction to tax cross-border international trade have evolved partly due to the Base Erosion and Profit Shifting project led by the Organization for Economic Cooperation and Development and supported by the G20. Changes in these laws and regulations, or any change in the position of tax authorities regarding their application, administration or interpretation could adversely affect the Company’s financial results. In addition, a number of countries are actively pursuing changes to their tax laws applicable to multinational corporations, such as the recently enacted U.S. Tax Cuts and Jobs Acts (“U.S. Tax Reform”)., enacted in 2017. Finally, foreign governments may enact tax laws in response to the U.S. Tax Reform that could result in further changes to global taxation and materially impact the CompanyCompany’s financial results.
The U.S. Tax Reform significantly changes how the U.S. taxes corporations. The U.S. Tax Reform requires complex computations to be performed that were not previously required inunder U.S. tax law, significant judgments to be made in interpretation of the provisionprovisions of the U.S Tax Reform and significant estimates in calculations, and the preparation and analysis of information not previously relevant or regularly produced. The U.S. Treasury Department, the IRS, and other standard-setting bodies could interpret or issue guidance on how provisions of the U.S. Tax Reform will be applied or otherwise administered that is different from the CompanyCompany’s interpretation. As the Company complete its analysis of the U.S Tax Reform, collect and prepare necessary data, and interpret any additional guidance, the Company may make adjustments to provisional amounts that was recorded that may materially impact its provision for income taxes in the period in which the adjustments are made.
The Company’s effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates or changes in the valuation of deferred tax assets and liabilities. The Company is also subject to the examination of its tax returns and other matters by tax authorities and governmental bodies. The Company regularly assesses the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of its provision for taxes and as of December 31, 2017,2020, has a reserve for liabilities relating to uncertain tax positions of $37$23 million. Taxing authorities may disagree with the positions the Company has taken regarding the tax treatment or characterization of its transactions. If any tax authorities were successful in challenging the tax treatment or characterization of any of ourthe Company’s transactions, it could also adversely affect its financial results.
The Company’s Pulp and Paper business may have difficulty obtaining wood fiber at favorable prices, or at all.
Wood fiber is the principal raw material used by the Company’s Pulp and Paper business, comprising approximately 21% of the consolidated cost of sales in 2017. Wood fiber is a commodity, and prices historically have been cyclical. The primary source for wood fiber is timber. Environmental litigation and regulatory developments, alternative use for energy production and reduction in harvesting related to the housing market, have caused, and may cause in the future, significant reductions in the amount of timber available for commercial harvest in the United States and Canada. In addition, future domestic or foreign legislation and litigation concerning the use of timberlands, the protection of endangered species, the promotion of forest health and the response to and prevention of catastrophic wildfires could also affect timber supplies. Availability of harvested timber may be further limited by adverse weather, fire, insect infestation, disease, ice storms, wind storms, flooding and other natural and man-made causes, thereby reducing supply and increasing prices. Wood fiber pricing is subject to regional market influences, and the Company’s cost of wood fiber may increase in particular regions due to market shifts in those regions. Any sustained increase in wood fiber prices would increase the Company’s operating costs, and the Company may be unable to increase prices for its products in response to increased wood fiber costs due to additional factors affecting the demand or supply of these products.
The Company currently meets its wood fiber requirements by purchasing wood fiber from third parties and by harvesting timber pursuant to its forest licenses and forest management agreements. If the Company’s cutting rights, pursuant to its forest licenses or forest management agreements are reduced, or any third-party supplier of wood fiber stops selling or is unable to sell wood fiber to the Company, its financial condition or results of operations could be materially and adversely affected.
An increase in the cost of the Company’s purchased energy or other raw materials would lead to higher manufacturing costs, thereby reducing its margins.
The Company’s operations consume substantial amounts of energy such as electricity, natural gas, fuel oil, coal and hog fuel. Energy prices, particularly for electricity, natural gas and fuel oil, have been volatile in recent years. As a result, fluctuations in energy prices will impact the Company’s manufacturing costs and contribute to earnings volatility. While the Company purchases substantial portions of its energy under supply contracts, most of these contracts are based on market pricing.
Other raw materials the Company uses include various chemical compounds, such as precipitated calcium carbonate, sodium chlorate, sulfuric acid, dyes, peroxide, methanol and aluminum sulfate, super absorbent polymers and nonwovens. The costs of these other raw materials have been volatile historically, and they are influenced by capacity utilization, energy prices and other factors beyond the Company’s control.
Due to the commodity nature of the Company’s products, the relationship between industry supply and demand for these products, rather than solely changes in the cost of raw materials, will determine the Company’s ability to increase prices. Consequently, the Company may be unable to pass on increases in its operating costs to its customers. Any sustained increase in other raw materials or energy prices without any corresponding increase in product pricing would reduce the Company’s operating margins and may have a material adverse effect on its business and results of operations.
The Company depends on third parties for transportation services.
The Company relies primarily on third parties for transportation of the products it manufactures and/or distributes, as well as delivery of its raw materials. In particular, a significant portion of the goods it manufactures and raw materials it uses are transported by railroad or trucks, which are highly regulated. If any of its third-party transportation providers were to fail to deliver the goods that the Company manufactures or distributes in a timely manner, the Company may be unable to sell those products at full value, or at all. Similarly, if any of these providers were to fail to deliver raw materials to the Company in a timely manner, it may be unable to manufacture its products in response to customer demand. In addition, if any of these third parties were to cease operations or cease doing business with the Company, it may be unable to replace them at reasonable cost. Any failure of a third-party transportation provider to deliver raw materials or finished products in a timely manner could harm the Company’s reputation, negatively impact its customer relationships and may have a material adverse effect on its financial condition and results of operations.
The Company could experience disruptions in operations and/or increased labor costs due to labor disputes or restructuring activities.
Employees at 17 of the Company’s facilities, representing approximately half of the Company’s employees, are represented by unions through collective bargaining agreements generally on a facility-by-facility basis. Certain of these agreements will expire in 2018 and others will expire between 2019 and 2021. As of December 31, 2017, five collective bargaining agreements, representing 331 employees, are up for renegotiation. In the future, the Company may not be able to negotiate acceptable new collective bargaining agreements, which could result in strikes or work stoppages or other labor disputes by affected workers. Renewal of collective bargaining agreements could also result in higher wages or benefits paid to union members. In addition, labor organizing activities could occur at any of the Company’s facilities. Therefore, the Company could experience a disruption of its operations or higher ongoing labor costs, which could have a material adverse effect on its business and results of operations.
The Company continues to evaluate potential adjustments to its production capacity, which may include additional closures of machines or entire mills, and the Company could recognize significant cash and/or non-cash charges relating to any such closures in the future.
A material disruption at one or more of the Company’s manufacturing facilities could prevent it from meeting customer demand, reduce its sales and/or negatively impact its results of operations.
Any of the Company’s manufacturing facilities, or any of its machines within an otherwise operational facility, could cease operations unexpectedly due to a number of events, including:
unscheduled maintenance outages;
prolonged power failures;
equipment failure;
chemical spill or release;
malfunction of a boiler;
the effect of a drought or reduced rainfall on its water supply;
labor difficulties;
government regulations;
disruptions in the transportation infrastructure, including roads, bridges, railroad tracks and tunnels;
cyberattack or other security breaches;
terrorism or threats of terrorism; or
other operational problems, including those resulting from the risks described in this section.
Events such as those listed above have resulted in operating losses in the past. Future events may cause shutdowns, which may result in additional downtime and/or cause additional damage to the Company’s facilities. Any such downtime or facility damage could prevent the Company from meeting customer demand for its products and/or require it to make unplanned capital expenditures. If one or more of these machines or facilities were to incur significant downtime, it may have a material adverse effect on the Company’s results of operations and financial position.
The efficiency of our operations could be adversely affected by disruptions to our Information Technology (IT) Services.
The Company’s information technology systems, some of which are dependent on services provided by third parties, serve an important role in the efficient operation of its business. The protection of customers, employees and company data is critical to the Company’s business. This role includes ordering and managing materials from suppliers, managing its inventory, converting materials to finished products, facilitating order entry and fulfillment and processing of transactions, summarizing and reporting its financial results, facilitating internal and external communications, administering human resources functions, retaining certain personal information and providing other processes necessary to manage its business. The Company is exposed to the risk of cyber incidents in the normal course of business. Cyber incidents may be deliberate attacks for the theft of intellectual property or other sensitive information or may be the result of unintentional events. Like most companies, the Company's information technology systems may be vulnerable to interruption due to a variety of events beyond the Company's control, including, but not limited to, natural disasters, terrorist attacks, power and/or telecommunications failures, computer viruses, hackers and other security issues. The Company has technology security initiatives and disaster recovery plans in place to mitigate the Company's risk to these vulnerabilities, including protection of confidential or personal information, but these measures may not be adequate or implemented properly to ensure that the Company's operations are not disrupted. The Company’s IT systems have been, and will likely continue to be, subject to computer viruses or other malicious codes, unauthorized access attempts, phishing and other cyber-incidents. The Company cannot guarantee that its security efforts will prevent breaches or breakdowns to its IT systems or those of its third party providers. Potential consequences of a material cyber incident, which could result in confidential or personal information being accessed, obtained, damaged or used by unauthorized or improper persons, include damage to the Company’s reputation, litigation, inefficiencies or production downtimes and increased cyber security protection and remediation costs. Such consequences could have a negative impact on the Company’s ability to meet customers’ orders, resulting in a delay or decrease to its revenue and a reduction to its operating margins.
The Company could encounter difficulties restructuring operations or closing or disposing of facilities.
The Company is continuously seeking the most cost-effective means and structure to serve our customers and to respond to changes in our markets. Accordingly, from time to time, the Company has, and is likely to again close facilities, sell non-core assets and otherwise restructure operations in an effort to improve cost competitiveness and profitability. As a result, restructuring and divesture costs have been, and are expected to be, a recurring component of our operating costs, and may vary significantly from year to year depending on the scope of such activities. Divestures and restructuring may also result in significant financial charges for the impairment of assets, including goodwill and other intangible assets. Furthermore, such activities may divert the attention of management, disrupt our ordinary operations, or result in a reduction in the volume of products produced and sold. There is no guarantee that any such activities will achieve its goal, and if the Company cannot successfully manage the associated risks, its financial condition and results of operations could be adversely affected.
The Company has liabilities with respect to its pension plans and the actual cost of its pension plan obligations could exceed current provisions. As of December 31, 2017, the Company’s defined benefit plans had a surplus of $131 million on certain plans and a deficit of $130 million on others.
The Company does not expect any potential short-term liquidity issues to affect the pension funds since pension fund obligations are primarily long-term in nature. Losses in pension fund investments, if any, would result in future increased contributions by the Company. Additional contributions to these pension funds would be required to be paid over 5 year or 10 year periods, depending upon the applicable legislation for funding pension deficits. Losses, if any, would also impact results of operations over a longer period of time and immediately increase liabilities and reduce equity.
The Company’s future funding obligations for its defined benefit pension plans depend upon changes to the level of benefits provided by the plans, the future performance of assets set aside in trusts for these plans, the level of interest rates used to determine minimum funding levels, actuarial data and experience, and any changes in government laws and regulations. As of December 31, 2017, the Company’s defined benefit pension plans held assets with a fair value of $1,765 million.
The Company’s intellectual property rights are valuable, and any inability to protect them could reduce the value of its products and its brands.
The Company relies on patent, trademark and other intellectual property laws of the United StatesU.S. and other countries to protect its intellectual property rights. However, the Company may be unable to prevent third parties from using its intellectual property without its authorization, which may reduce any competitive advantage it has developed. If the Company had to litigate to protect these rights, any proceedings could be costly, and it may not prevail. The Company cannot guarantee that any United StatesU.S. or foreign patents, issued or pending, will provide it with any competitive advantage or will not be challenged by third parties. Additionally, the Company has obtained and applied for United StatesU.S. and foreign trademark registrations and will continue to evaluate the registration of additional service marks and trademarks, as appropriate. The Company cannot guarantee that any of its pending patent or trademark applications will be approved by the applicable governmental authorities and, even if the applications are approved, third parties may seek to oppose or otherwise challenge these registrations. The failure to secure any pending patent or trademark applications may limit the Company’s ability to protect the intellectual property rights that these applications were intended to cover.
If the Company is unable to successfully retain and develop executive leadership and other key personnel, it may be unable to fully realize critical organizational strategies, goals and objectives.
The success of the Company is substantially dependent on the efforts and abilities of its key personnel, including its executive management team, to develop and implement its business strategies and manage its operations. The failure to retain key personnel or to develop successors with appropriate skills and experience for key positions in the Company could adversely affect the development and achievement of critical organizational strategies, goals and objectives. There can be no assurance that the Company will be able to retain or develop the key personnel it needs and the failure to do so may adversely affect its financial condition and results of operations.
Our operations could be adversely affected by disruptions to our Information Technology (IT) Services.
The Company’s balance sheetIT systems, some of which are dependent on services provided by third parties, serve an important role in the efficient operation of its business. The protection of customers, employees and company data is critical to the Company’s business. This role includes a significant amountordering and managing materials from suppliers, managing its inventory, converting materials to finished products, facilitating order entry and fulfillment and processing of intangible assets.transactions, summarizing and reporting its financial results, facilitating internal and external communications, administering human resources functions, retaining certain personal information and providing other processes necessary to manage its business. The Company may be required to record a material charge to earnings due to impairmentfailure of intangible assets carried on its balance sheet.
Asthe Company’s IT systems, including any failure of the Company’s current systems and/or as a result of transitioning to additional or replacement IT systems, as the case may be, to perform as the Company anticipates could disrupt the Company’s business acquisitionsand could result in, among other things, transactions errors, processing inefficiencies, disruption of production and/or deliveries, loss of data and the loss of sales and customers, which could have a material adverse effect on the Company’s business, financial position and results of operations and the effectiveness of our internal control over financial reporting could be negatively impact.
The Company is exposed to the risk of cyber incidents in the past years, mostlynormal course of business. Cyber incidents may be deliberate attacks for the theft of intellectual property or other sensitive information or may be the result of unintentional events. Like most companies, the Company's information technology systems may be vulnerable to interruption due to a variety of events beyond the Company's control, including, but not limited to, natural disasters, terrorist attacks, power and/or telecommunications failures, computer viruses, hackers and other security issues. The Company has technology security initiatives and disaster recovery plans in place to mitigate the Personal Care segment,Company's risk to these vulnerabilities, including protection of confidential or personal information, but these measures may not be adequate or implemented properly to ensure that the Company's operations are not disrupted. The Company’s IT systems have been, and will likely continue to be, subject to computer viruses or other malicious codes, unauthorized access attempts, phishing and other cyber-incidents. The Company carries oncannot guarantee that its balance sheet intangible assets. Assecurity efforts will prevent breaches or breakdowns to its IT systems or those of December 31, 2017,its third-party providers. Potential consequences of a material cyber incident, which could result in confidential or personal information being accessed, obtained, damaged or used by unauthorized or improper persons, include damage to the Company’s balance sheet included intangible assets of $633 million, of which $337 million related to intangible assets subject to amortizationreputation, litigation, inefficiencies or production downtimes and $296 million related to indefinite-lived intangible assets. The Company performs annual evaluations or more frequently if indicators arise, for potential impairment of the carrying value of its intangible assets. Impairment assessments inherently involve management judgment as to the assumptions used to estimate fair value of the intangible asset being tested. Changes in assumptions or estimates can materially affect the determination of fair value. The major factors that influence the analysis of fair value are the Company's estimates for future sales growthincreased cyber security protection and the discount rate associated with the asset being tested.
In connection with the Company's annual impairment testing performed in the fourth quarter of 2017, we performedremediation costs. Such consequences could have a quantitative assessment for each indefinite-lived intangible asset (trade names and catalog rights) of the Personal Care segment. The tests indicated that the indefinite-lived intangible assets had fair values that exceeded their carrying amounts. Certain Personal Care division indefinite-lived intangible assets are considered to be at risk for future impairment given their respective fair values exceeded their respective carrying values by 30% or less at the time the test was performed. As of December 31, 2017, the carrying value of these indefinite-lived intangible assets was $164 million. If assumed revenue growth is not achieved in future periods and/or there is an increase to the rate used to discount the estimated cash flows, there is the potential for partial or full impairment related to the indefinite-lived intangible assets. If we are required to impair all or a significant amount of the carrying value of related intangible assets, and consequently record a non-cash impairment charge,negative impact on the Company’s net earnings could be materiallyability to meet customers’ orders, resulting in a delay or decrease to its revenue and adversely affected.a reduction to its operating margins.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
A description of our mills and related properties is included in Part I, Item I, Business, of this Annual Report on Form 10-K.Business.
We own substantially all of our production facilities with the exception of some production facilities where either a certain portion is subject to a lease in connection with an industrial development bond arrangement, or are leased with a third party or are fee-in-lieu-of-tax agreements, andfacilities. We lease substantially all of our sales offices, regional replenishment centers and warehouse facilities. We believe our properties are in good operating condition and are suitable and adequate for the operations for which they are used. We own substantially all of the equipment used in our facilities.
Forestlands
We manage approximately 5 million acres of forestlands that are directly licensed or owned by Domtar in Canada, through efficient management and the application of certified sustainable forest management practices. We also have access to fiber from an additional 2425 million acres of public forestlands in Canada that are licensed and managed by third parties. We believe that these forestlands will provide a continuous supply of wood for future needs.
Listing of facilities and locations(1)
Corporate Offices Fort Mill, South Carolina Montreal, Quebec
Pulp & Paper Division Headquarters Fort Mill, South Carolina
Uncoated Freesheet
Espanola, Ontario Hawesville, Kentucky Johnsonburg, Pennsylvania
Marlboro (Bennettsville), South Carolina Nekoosa, Wisconsin Port Huron, Michigan(2) Rothschild, Wisconsin Windsor, Quebec
Pulp Ashdown, Arkansas Dryden, Ontario Kamloops, British Columbia Plymouth, North Carolina
Materials Jesup, Georgia (3) Packaging Kingsport, Tennessee (4) Chip Mills Hawesville, Kentucky Johnsonburg, Pennsylvania
Marlboro (Bennettsville), South Carolina
| Converting and Distribution – Onsite Ashdown, Arkansas Rothschild, Wisconsin Windsor, Quebec
Converting and Forms Manufacturing Addison, Illinois Brownsville, Tennessee Dallas, Texas DuBois, Pennsylvania
Owensboro, Kentucky
Rock Hill, South Carolina Tatum, South Carolina Washington Court House, Ohio West Carrollton, Ohio
| Local Distribution Centers
Buffalo, New York Cincinnati, Ohio Cleveland, Ohio Denver, Colorado Des Moines, Iowa
Omaha, Nebraska Phoenix, Arizona Plain City, Ohio
Salt Lake City, Utah San Antonio, Texas San Lorenzo, California St. Louis, Missouri Vancouver, Washington Walton, Kentucky
Wisconsin Rapids, Wisconsin
| Regional Replenishment Centers – United States
Chicago, Illinois
Delran, New Jersey
Mira Loma, California Seattle, Washington
Regional Replenishment Centers – Canada Richmond, Quebec Toronto, Ontario Winnipeg, Manitoba
Representative Office – International Hong Kong, China
Ariva – Canada
Montreal, Quebec
Mount Pearl, Newfoundland and Labrador |
|
| (1) | On January 7, 2021, we agreed to sell our Personal Care business to American Industrial Partners (AIP). The Transaction is expected to close in the first quarter of 2021 and reflected in our list of facilities and locations above. For more information on this Transaction, refer to Item 8, Financial Statements and Supplementary Data, under Note 3, “Discontinued Operations”. |
(2) | As part of our cost reduction program, we announced the permanent closure of the uncoated freesheet manufacturing at our Port Huron, Michigan mill, which is expected to shut down by the end of the first quarter of 2021. |
(3) | Starting January 1, 2020, as a result of changes in our organizational structure, EAM Corporation, a manufacturer of high quality airlaid and ultrathin laminated cores, previously reported under our former Personal Care segment is now presented under our Pulp and Paper business segment. |
(4) | We plan to enter the containerboard market with the conversion of our Kingsport paper machine. Once in full operation, the mill will produce and market approximately 600,000 tons annually of high-quality recycled linerboard and medium, providing us with a strategic footprint in a growing market. The conversion is expected to be completed by the end of 2022. |
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. The Company periodically reviews the status of these proceedings and assesses the likelihood of any adverse judgments or outcomes of these legal proceedings, as well as analyzes probable losses. Although the final outcome of any legal proceeding is subject to a number of variables and cannot be predicted with any degree of certainty, management currently believes that the ultimate outcome of current legal proceedings will not have a material adverse effect on the Company’s long-term results of operations, cash flow or financial position. However, an adverse outcome in one or more of the significant legal proceedings could have a material adverse effect on the Company’s results, financial condition or cash flow in a given quarter or year.
For a discussion of commitments, legal proceedings and related contingencies, refer to Item 8, Financial Statements and Supplementary Data under, Note 22 “Commitments and Contingencies” for more details..
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Domtar Corporation’s common stock is traded on the New York Stock Exchange and the Toronto Stock Exchange under the symbol “UFS”. The following table sets forth the price ranges of our common stock during 2017 and 2016.
|
| New York Stock Exchange ($) |
|
| Toronto Stock Exchange (CDN$) |
| ||||||||||||||||||
|
| High |
|
| Low |
|
| Close |
|
| High |
|
| Low |
|
| Close |
| ||||||
2017 Quarter |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First |
|
| 43.69 |
|
|
| 36.36 |
|
|
| 36.52 |
|
|
| 57.06 |
|
|
| 48.48 |
|
|
| 48.55 |
|
Second |
|
| 41.91 |
|
|
| 35.84 |
|
|
| 38.42 |
|
|
| 57.11 |
|
|
| 47.98 |
|
|
| 49.84 |
|
Third |
|
| 44.08 |
|
|
| 36.69 |
|
|
| 43.39 |
|
|
| 54.80 |
|
|
| 47.31 |
|
|
| 54.12 |
|
Fourth |
|
| 49.81 |
|
|
| 42.20 |
|
|
| 49.52 |
|
|
| 63.91 |
|
|
| 52.93 |
|
|
| 62.23 |
|
Year |
|
| 49.81 |
|
|
| 35.84 |
|
|
| 49.52 |
|
|
| 63.91 |
|
|
| 47.31 |
|
|
| 62.23 |
|
2016 Quarter |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First |
|
| 40.50 |
|
|
| 30.43 |
|
|
| 40.50 |
|
|
| 52.57 |
|
|
| 42.41 |
|
|
| 52.57 |
|
Second |
|
| 42.68 |
|
|
| 33.70 |
|
|
| 35.01 |
|
|
| 54.85 |
|
|
| 43.91 |
|
|
| 45.21 |
|
Third |
|
| 39.53 |
|
|
| 33.24 |
|
|
| 37.13 |
|
|
| 52.13 |
|
|
| 43.32 |
|
|
| 48.69 |
|
Fourth |
|
| 41.59 |
|
|
| 34.25 |
|
|
| 39.03 |
|
|
| 54.86 |
|
|
| 45.62 |
|
|
| 52.41 |
|
Year |
|
| 42.68 |
|
|
| 30.43 |
|
|
| 39.03 |
|
|
| 54.86 |
|
|
| 42.41 |
|
|
| 52.41 |
|
At December 31, 2017,February 5, 2021, the number of shareholders of record (registered and non-registered) of Domtar Corporation common stock was approximately 18,800.19,015.
DIVIDENDS AND STOCK REPURCHASE PROGRAM
During 2017,2020, the Company declared fourone quarterly dividendsdividend of $0.415$0.455 per share, to holders of ourthe Company’s common stock. Dividends of $26aggregating $25 million were paid on April 17, 2017, July 17, 2017, October 16, 2017 and January 15, 2018, respectively,2020, to shareholders of record as of April 3, 2017, July 3, 2017, October 2, 20172020.
On May 5, 2020, due to the unprecedented market conditions and January 2, 2018, respectively. uncertainty caused by COVID-19, the Company suspended the payment of its regular quarterly dividend and stock repurchase program in order to preserve cash and provide additional flexibility in the current environment. On February 11, 2021, the Company announced that it will resume its stock repurchase program. The Board of Directors will continue to evaluate the Company’s capital return program based upon customary considerations, including market conditions.
During 2016,2019, the Company declared one quarterly dividend of $0.40 per share$0.435 and three quarterly dividends of $0.415$0.455 per share, to holders of ourthe Company’s common stock. The total dividends of approximately of $25Dividends aggregating $28 million, $26$28 million, $26$27 million and $26 million were paid on April 15, 2016,2019, July 16, 2019, October 15, 2016, October 17, 20162019 and January 17 2017,15, 2020, respectively, to shareholders of record as of April 4, 2016,2, 2019, July 5, 2016,2, 2019, October 3, 20162, 2019 and January 3, 2017,2, 2020, respectively.
On January 29, 2018, the Company Board of Directors approved a quarterly dividend of $0.435 per share, an increase of $0.02 or 4.8%, to be paid to holders of the Company common stock. This dividend is to be paid on April 16, 2018 to shareholders of record on April 2, 2018.
The Company’s Board of Directors has authorized a stock repurchase program (the “Program”(“the Program”) of up to $1.3$1.6 billion. At December 31, 2020, the Company had approximately $344 million of remaining availability under the Program. 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 in part to reduce the dilutive effects of itsour stock options, awards, and to improve shareholders’ returns. All shares repurchased are recorded as Treasury stock on the Consolidated Balance Sheets under the par value method at $0.01 per share.
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 2017, there were no shares repurchased under the Program. As of December 31, 2017, the approximate dollar value of shares that may yet be purchased under the Program was $323 million.
During 2016,2020, the Company repurchased 304,915 shares (2015 – 1,210,932) at an average price of $32.21 (2015 – $41.40) for a total cost of $10 million (2015 – $50 million).
Since the inception of the Program, the Company repurchased 24,853,8271,798,306 shares at an average price of $39.33$33.05 for a total cost of $977$59 million. All
During 2019, the Company repurchased 6,220,658 shares repurchased are recordedat an average price of $35.29 for a total cost of $219 million.
Share repurchase activity under our stock repurchase program was as Treasury stock onfollows during the Consolidated Balance Sheets under the par value method at $0.01 per share.year ended December 31, 2020:
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| (d) Approximate |
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| (c) Total Number |
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| Dollar Value of |
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| of Shares |
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| Shares that May |
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| (a) Total Number |
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| (b) Average |
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| Part of Publicly |
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| under the Plans |
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| of Shares |
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| Price Paid |
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| Announced Plans |
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| or Programs |
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Period |
| Purchased |
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| per Share |
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| or Programs |
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| (in 000s) |
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January 1 through March 31, 2020 |
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| 1,798,306 |
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| $ | 33.05 |
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| 1,798,306 |
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| $ | 343,601 |
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April 1 through June 30, 2020 |
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| — |
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| $ | — |
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| — |
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| $ | 343,601 |
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July 1 through September 30, 2020 |
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| — |
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| $ | — |
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| — |
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| $ | 343,601 |
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October 1 through October 31, 2020 |
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| — |
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| $ | — |
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| — |
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| $ | 343,601 |
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November 1 through November 30, 2020 |
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| — |
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| $ | — |
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| — |
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| $ | 343,601 |
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December 1 through December 31, 2020 |
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| — |
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| $ | — |
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| — |
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| $ | 343,601 |
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| 1,798,306 |
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| $ | 33.05 |
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| 1,798,306 |
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This graph compares the return on a $100 investment in the Company’s common stock on December 31, 20122015 with a $100 investment in an equally-weighted portfolio of a peer group(1) (1), and a $100 investment in the S&P 400 MidCap Index. This graph assumes that returns are in local currencies and assumes quarterly reinvestment of dividends. The measurement dates are the last trading day of the period as shown.
| (1) | On May 18, 2007, the Human Resources Committee of the Board of Directors established performance measures as part of the Performance Conditioned Restricted Stock Units (“PCRSUs”) Agreement including the achievement of a total shareholder return compared to a peer group. |
The peer group includes: WestRock Company, Ontex Group NV, Glatfelter Corporation, International Paper Co., Kimberly-Clark Corporation, Neenah Paper, Inc., Packaging Corp. of America, Resolute Forest Products Inc., SCA, Sonoco Products Company, Stora Enso Oyj and UPM-Kymmene Corp. This new peer group consists of the companies in the old peer group with the addition of Ontex Group NV and WestRock Company. The change in peer group was made to be consistent with the peer group used for our definitive Proxy Statement to be filed on or about March 31, 2018. Ontex Group NV performance history is included starting in 2014 and WestRock Company starting in 2015, as both companies did not exist prior to those periods.
ITEM 6. SELECTED FINANCIAL DATA
The following sets forth selected historical financial data of the Company for the periods and as of the dates indicated. The selected financial data as of and for the fiscal years then ended have been derived from the audited financial statements of Domtar Corporation. All prior periods presented have been restated and prior period amounts have been adjusted to conform with current year presentation, if applicable.
The following table should be read in conjunction with Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 8, Financial Statements and Supplementary Data.
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FIVE YEAR FINANCIAL SUMMARY |
| December 31, 2017 |
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| December 31, 2016 |
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| December 31, 2015 |
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| December 31, 2014 |
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| December 31, 2013 |
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| December 31, 2020 |
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| December 31, 2019 |
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| December 31, 2018 |
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| December 31, 2017 |
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| December 31, 2016 |
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(In millions of dollars, except per share figures) |
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Statement of Income Data: |
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Sales |
| $ | 5,157 |
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| $ | 5,098 |
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| $ | 5,264 |
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| $ | 5,563 |
|
| $ | 5,391 |
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| $ | 3,652 |
|
| $ | 4,369 |
|
| $ | 4,565 |
|
| $ | 4,258 |
|
| $ | 4,291 |
|
Closure and restructuring costs and impairment of goodwill and property, plant and equipment 1 |
|
| 580 |
|
|
| 61 |
|
|
| 81 |
|
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| 32 |
|
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| 40 |
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Closure and restructuring costs and impairment of long-lived assets 1,2 |
|
| 235 |
|
|
| 54 |
|
|
| — |
|
|
| 31 |
|
|
| 60 |
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Depreciation and amortization |
|
| 321 |
|
|
| 348 |
|
|
| 359 |
|
|
| 384 |
|
|
| 376 |
|
|
| 223 |
|
|
| 231 |
|
|
| 241 |
|
|
| 257 |
|
|
| 287 |
|
Operating income 1 |
|
| (317 | ) |
|
| 223 |
|
|
| 288 |
|
|
| 364 |
|
|
| 161 |
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Net (loss) earnings 2 |
|
| (258 | ) |
|
| 128 |
|
|
| 142 |
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|
| 431 |
|
|
| 91 |
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Net (loss) earnings per common share - basic 3 |
| $ | (4.11 | ) |
| $ | 2.04 |
|
| $ | 2.24 |
|
| $ | 6.65 |
|
| $ | 1.37 |
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Net (loss) earnings per common share - diluted 3 |
| $ | (4.11 | ) |
| $ | 2.04 |
|
| $ | 2.24 |
|
| $ | 6.64 |
|
| $ | 1.36 |
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Cash dividends paid per common and exchangeable share 3 |
| $ | 1.66 |
|
| $ | 1.63 |
|
| $ | 1.58 |
|
| $ | 1.30 |
|
| $ | 1.00 |
| ||||||||||||||||||||
Operating (loss) income 1,2 |
|
| (177 | ) |
|
| 179 |
|
|
| 395 |
|
|
| 172 |
|
|
| 157 |
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(Loss) earnings from continuing operations |
|
| (145 | ) |
|
| 85 |
|
|
| 281 |
|
|
| 239 |
|
|
| 77 |
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Earnings (loss) from discontinued operations, net of taxes |
|
| 18 |
|
|
| (1 | ) |
|
| 2 |
|
|
| (497 | ) |
|
| 51 |
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Net (loss) earnings 3 |
|
| (127 | ) |
|
| 84 |
|
|
| 283 |
|
|
| (258 | ) |
|
| 128 |
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Per common share (in dollars) |
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(Loss) earnings from continuing operations - Basic |
| $ | (2.62 | ) |
| $ | 1.39 |
|
| $ | 4.47 |
|
| $ | 3.81 |
|
| $ | 1.23 |
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Earnings (loss) from discontinued operations - Basic |
| $ | 0.33 |
|
| $ | (0.02 | ) |
| $ | 0.03 |
|
| $ | (7.92 | ) |
| $ | 0.81 |
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Basic net (loss) earnings |
| $ | (2.29 | ) |
| $ | 1.37 |
|
| $ | 4.50 |
|
| $ | (4.11 | ) |
| $ | 2.04 |
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(Loss) earnings from continuing operations - Diluted |
| $ | (2.62 | ) |
| $ | 1.39 |
|
| $ | 4.45 |
|
| $ | 3.81 |
|
| $ | 1.23 |
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Earnings (loss) from discontinued operations - Diluted |
| $ | 0.33 |
|
| $ | (0.02 | ) |
| $ | 0.03 |
|
| $ | (7.92 | ) |
| $ | 0.81 |
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Diluted net (loss) earnings |
| $ | (2.29 | ) |
| $ | 1.37 |
|
| $ | 4.48 |
|
| $ | (4.11 | ) |
| $ | 2.04 |
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Cash dividends paid per common share |
| $ | 0.91 |
|
| $ | 1.78 |
|
| $ | 1.72 |
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| $ | 1.66 |
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| $ | 1.63 |
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Balance Sheet Data: |
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Cash and cash equivalents |
| $ | 139 |
|
| $ | 125 |
|
| $ | 126 |
|
| $ | 174 |
|
| $ | 655 |
|
| $ | 309 |
|
| $ | 61 |
|
| $ | 111 |
|
| $ | 139 |
|
| $ | 125 |
|
Property, plant and equipment, net |
|
| 2,765 |
|
|
| 2,825 |
|
|
| 2,835 |
|
|
| 3,131 |
|
|
| 3,289 |
|
|
| 2,023 |
|
|
| 2,223 |
|
|
| 2,229 |
|
|
| 2,354 |
|
|
| 2,434 |
|
Total assets |
|
| 5,212 |
|
|
| 5,680 |
|
|
| 5,654 |
|
|
| 6,175 |
|
|
| 6,267 |
|
|
| 4,856 |
|
|
| 4,903 |
|
|
| 4,925 |
|
|
| 5,212 |
|
|
| 5,680 |
|
Long-term debt due within one year |
|
| 1 |
|
|
| 63 |
|
|
| 41 |
|
|
| 169 |
|
|
| 4 |
|
|
| 13 |
|
|
| 1 |
|
|
| 1 |
|
|
| 1 |
|
|
| 63 |
|
Long-term debt |
|
| 1,129 |
|
|
| 1,218 |
|
|
| 1,210 |
|
|
| 1,171 |
|
|
| 1,499 |
|
|
| 1,084 |
|
|
| 937 |
|
|
| 852 |
|
|
| 1,126 |
|
|
| 1,216 |
|
Total shareholders' equity |
|
| 2,483 |
|
|
| 2,676 |
|
|
| 2,652 |
|
|
| 2,890 |
|
|
| 2,782 |
|
|
| 2,260 |
|
|
| 2,376 |
|
|
| 2,538 |
|
|
| 2,483 |
|
|
| 2,676 |
|
Discontinued operations: On January 7, 2021, we agreed to sell our Personal Care business. As a result, effective on December 31, 2020, we classified our Personal Care business as a discontinued operations and reclassified the Personal Care assets and liabilities to assets and liabilities held for sale on our balance sheets, for all periods presented.
1 | In |
2 | In 2019, we recorded $32 million of accelerated depreciation under Impairment of long-lived assets related to our decision to permanently close two paper machines. In addition, we recorded $22 million of Closure and restructuring costs in 2019 related to the aforementioned. For additional information, refer to Item 8, Financial Statement and Supplementary Data, under Note |
| In 2017 and 2018, our net earnings (loss) and earnings (loss) per common share were impacted by the |
|
|
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with Domtar Corporation’s audited consolidated financial statements and notes thereto included in Item 8, Financial Statements and Supplementary Data. ThroughoutThis discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in forward-looking statements. Factors that might cause a difference include, but are not limited to, those discussed in Item 1, Business, under “Forward-looking statements”, as well as in Item 1A, Risk Factors, in 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.report. Except where otherwise indicated, all financial information reflected herein is determined on the basis of accounting principles generally accepted in the United States.
The information contained on our website, www.domtar.com, is not incorporated by reference into this Form 10-K and should in no way be construed as a part of this or any other report that we file with or furnish 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 the twelve months periodtwelve-month periods ended December 31, 2017, 20162020, 2019 and 2015.2018. The twelve month periods are also referred to as 2017, 20162020, 2019 and 2015. Reference2018. References to notes refersrefer to footnotes to the consolidated financial statements and notes thereto included in Item 8, Financial Statements and Supplementary Data.
This MD&A is intended to provide investors with an understanding of our recent performance, financial condition and outlook. Topics discussed and analyzed include:
Overview
• | Overview |
2017 Highlights
• | 2020 Highlights |
Outlook
• | Impact of the COVID-19 Pandemic and Outlook |
• | Cost Reduction Program |
• | Review of Continuing Operations |
• | Discontinued Operations of our Personal Care Business |
• | Liquidity and Capital Resources |
• | Recent Accounting Pronouncements and Critical Accounting Estimates and Policies |
ConsolidatedFor a discussion of the year ended December 31, 2019 compared to the year ended December 31, 2018, other than “Results of Operations”, please refer to Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for year ended December 31, 2019, filed with the SEC on February 25, 2020.
Sale of Personal Care Business
On January 7, 2021, we agreed to sell our Personal Care business to American Industrial Partners (“AIP”), for a purchase price of $920 million in cash (the “Transaction”). The Transaction is expected to close in the first quarter of 2021. Based on its magnitude and Segment Review
Liquiditybecause we are exiting the Personal Care business, the sale represents a significant strategic shift that has a material effect on our operations and Capital Resources
Recent Accounting Pronouncementsfinancial results. Accordingly, all periods presented reflect the Personal Care business as a discontinued operation. Our Personal Care business was previously disclosed as a separate reportable segment. For more information on our discontinued operations, refer to Item 8, Financial Statements and Critical Accounting EstimatesSupplemental Data, under Note 3, “Discontinued Operations”.
Purchase of Appvion Point of Sale Business
On April 27, 2020, we completed the acquisition of the Point of Sale paper business from Appvion Operations Inc. The business includes the coater and Policiesrelated equipment located at Appvion’s West Carrollton, Ohio, facility as well as a license for all corresponding intellectual property and assumed liabilities related to post-retirement benefits. The results of this business have been included in the consolidated financial statements as of April 27, 2020 and are presented in the Pulp and Paper business. For more information, refer to Item 8, Financial Statements and Supplemental Data, under Note 4 “Acquisition of Business”.
Change in Reporting for EAM Corporation
Starting January 1, 2020, as a result of changes in our organizational structure, EAM Corporation, a manufacturer of high quality airlaid and ultrathin laminated cores, previously reported under our former Personal Care segment is now presented under our Pulp and Paper business. Prior period results have been restated to the new presentation with no significant impact on results. For more information, refer to Item 8, Financial Statements and Supplemental Data, under Note 24 “Segment Disclosures”.
OVERVIEW
We have twoFollowing our agreement to sell our Personal Care business, we now operate as a single reportable segmentssegment as described below, which also representrepresents our twoonly operating segments. Each reportable segment offers different products and services and requires different manufacturing processes, technology and marketing strategies. The following summary briefly describes the operations included in each of our reportable segments.segment.
Pulp and Paper:Paper: Our Pulp and Paper segmentbusiness consists of the design, manufacturing, marketing and distribution of communication, specialty and packaging papers, as well as softwood, hardwood and fluff pulps and hardwood market pulp.high quality airlaid and ultrathin laminated cores.
Personal Care:Our Personal Care segment consistsmeasure of profit (operating income (loss) from continuing operations) is used by management to evaluate performance and make operational decisions. Management believes that this measure allows for a better understanding of cost trends, operating efficiencies, prices and volume. Business segment operating income (loss) is defined as earnings (loss) from continuing operations before income taxes and equity losses, excluding corporate items, interest expense, net, and non-service components of net periodic benefit cost. Corporate expenses are allocated to our segment with the design, manufacturing, marketingexception of certain discretionary charges and distribution of absorbent hygiene products.credits, which we present under “Corporate” and do not allocate to the segment.
Operating income and net earnings decreased by 242% and 302%, respectively from 2016
• | We reported an operating loss of $177 million, compared to operating income of $179 million in 2019 |
Sales increased by 1% from 2016. Net average selling prices for pulp were up while net average selling prices for paper and personal care products were down from 2016. Our manufactured paper volumes were down while our pulp volumes were up when compared to 2016. In addition, sales in 2017 included a full year of Home Delivery Incontinent Supplies (“HDIS”) which was acquired on October 1, 2016 compared to one quarter included in 2016
• | We reported a loss from continuing operations of $145 million compared to earnings from continuing operations of $85 million in 2019 |
Recognition of a non-cash goodwill impairment charge associated with our Personal Care segment of $578 million
• | Earnings from discontinued operations, net of taxes amounted to $18 million in 2020, including a loss on classification as held for sale, net of tax, of $45 million |
Recognition of a net tax benefit of $140 million related to the U.S. Tax Cuts and Jobs Act of 2017 (“U.S. Tax Reform”), which is composed of a benefit of $186 million for the remeasurement of deferred tax assets and liabilities and a charge of $46 million for the repatriation tax
• | Sales decreased by 16% from 2019. Net average selling prices for pulp and paper were down from 2019. Our manufactured paper volume was down while our pulp volume was up when compared to 2019 |
• | Recognition of closure and restructuring charges and accelerated depreciation under Impairment of long-lived assets, of $99 million and $136 million, respectively, mostly related to our announced cost reduction program |
• | Recognition of $36 million (CDN $48 million) from the Canada Emergency Wage Subsidy (“CEWS”) and received a $7 million payment from waiving the non-production clause related to the sale agreement of our Lebel-sur-Quévillon kraft pulp mill in 2012 |
• | We repurchased $59 million of our common stock and paid $51 million in dividends. Our capital return program, which includes our regular quarterly dividend and stock repurchase program, was suspended in the second quarter of 2020. On February 11, 2021, we announced that we will resume our stock repurchase program |
We paid $104 million in dividends
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| Twelve months ended |
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| December 31, |
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| December 31, |
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| December 31, |
|
| Variance 2017 vs. 2016 |
|
| Variance 2016 vs. 2015 |
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FINANCIAL HIGHLIGHTS |
| 2017 |
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| 2016 |
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| 2015 |
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| $ |
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| % |
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| $ |
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| % |
| |||||||
(In millions of dollars, unless otherwise noted) |
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Sales |
| $ | 5,157 |
|
| $ | 5,098 |
|
| $ | 5,264 |
|
| $ | 59 |
|
|
| 1 | % |
| $ | (166 | ) |
|
| -3 | % |
Operating (loss) income 1 |
|
| (317 | ) |
|
| 223 |
|
|
| 288 |
|
|
| (540 | ) |
|
| -242 | % |
|
| (65 | ) |
|
| -23 | % |
Net (loss) earnings 2 |
|
| (258 | ) |
|
| 128 |
|
|
| 142 |
|
|
| (386 | ) |
|
| -302 | % |
|
| (14 | ) |
|
| -10 | % |
Net (loss) earnings per common share (in dollars) 3: |
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Basic |
| $ | (4.11 | ) |
| $ | 2.04 |
|
| $ | 2.24 |
|
| $ | (6.15 | ) |
|
|
|
|
| $ | (0.20 | ) |
|
|
|
|
Diluted |
| $ | (4.11 | ) |
| $ | 2.04 |
|
| $ | 2.24 |
|
| $ | (6.15 | ) |
|
|
|
|
| $ | (0.20 | ) |
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| Twelve months ended |
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| |||||||||
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| December 31, |
|
| December 31, |
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| December 31, |
|
| Variance 2020 vs. 2019 |
|
| Variance 2019 vs. 2018 |
| |||||||||||||
FINANCIAL HIGHLIGHTS |
| 2020 |
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| 2019 |
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| 2018 |
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| $ |
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| % |
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| $ |
|
| % |
| |||||||
(In millions of dollars, unless otherwise noted) |
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|
|
|
|
Sales |
| $ | 3,652 |
|
| $ | 4,369 |
|
| $ | 4,565 |
|
| $ | (717 | ) |
|
| -16 | % |
| $ | (196 | ) |
|
| -4 | % |
Operating (loss) income (a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pulp and Paper |
|
| (143 | ) |
|
| 226 |
|
|
| 442 |
|
|
| (369 | ) |
|
| -163 | % |
|
| (216 | ) |
|
| -49 | % |
Corporate |
|
| (34 | ) |
|
| (47 | ) |
|
| (47 | ) |
|
| 13 |
|
|
| 28 | % |
|
| — |
|
|
| - | % |
Operating (loss) income |
|
| (177 | ) |
|
| 179 |
|
|
| 395 |
|
|
| (356 | ) |
|
| -199 | % |
|
| (216 | ) |
|
| -55 | % |
(Loss) Earnings from continuing operations |
|
| (145 | ) |
|
| 85 |
|
|
| 281 |
|
|
| (230 | ) |
|
| -271 | % |
|
| (196 | ) |
|
| -70 | % |
Earnings (loss) from discontinued operations, net of taxes |
|
| 18 |
|
|
| (1 | ) |
|
| 2 |
|
|
| 19 |
|
|
| 1900 | % |
|
| (3 | ) |
|
| -150 | % |
Net (loss) earnings |
|
| (127 | ) |
|
| 84 |
|
|
| 283 |
|
|
| (211 | ) |
|
| -251 | % |
|
| (199 | ) |
|
| -70 | % |
Basic net (loss) earnings per common share (in dollars) (b): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) earnings from continuing operations |
| $ | (2.62 | ) |
| $ | 1.39 |
|
| $ | 4.47 |
|
| $ | (4.01 | ) |
|
|
|
|
| $ | (3.08 | ) |
|
|
|
|
Earnings (loss) from discontinued operations |
| $ | 0.33 |
|
| $ | (0.02 | ) |
| $ | 0.03 |
|
| $ | 0.35 |
|
|
|
|
|
| $ | (0.05 | ) |
|
|
|
|
Basic net (loss) earnings |
| $ | (2.29 | ) |
| $ | 1.37 |
|
| $ | 4.50 |
|
| $ | (3.66 | ) |
|
|
|
|
| $ | (3.13 | ) |
|
|
|
|
Diluted net (loss) earnings per common share (in dollars) (b): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) earnings from continuing operations |
| $ | (2.62 | ) |
| $ | 1.39 |
|
| $ | 4.45 |
|
| $ | (4.01 | ) |
|
|
|
|
| $ | (3.06 | ) |
|
|
|
|
Earnings (loss) from discontinued operations |
| $ | 0.33 |
|
| $ | (0.02 | ) |
| $ | 0.03 |
|
| $ | 0.35 |
|
|
|
|
|
| $ | (0.05 | ) |
|
|
|
|
Diluted net (loss) earnings |
| $ | (2.29 | ) |
| $ | 1.37 |
|
| $ | 4.48 |
|
| $ | (3.66 | ) |
|
|
|
|
| $ | (3.11 | ) |
|
|
|
|
|
| At December 31, |
|
| At December 31, |
|
| At December 31, |
|
| At December 31, |
| ||||
|
| 2017 |
|
| 2016 |
|
| 2020 |
|
| 2019 |
| ||||
Total assets |
| $ | 5,212 |
|
| $ | 5,680 |
|
| $ | 4,856 |
|
| $ | 4,903 |
|
Total long-term debt, including current portion |
| $ | 1,130 |
|
| $ | 1,281 |
|
| $ | 1,097 |
|
| $ | 938 |
|
| (a) | Includes closure and restructuring charges and accelerated depreciation under Impairment of long-lived assets related to our announced cost reduction program of $96 million and $136 million, respectively as well as closure and restructuring charges of $3 million under Corporate in 2020. In |
|
|
| See Item 8, Financial Statements and Supplementary Data, under Note 6 "Earnings |
IMPACT OF THE COVID-19 PANDEMIC
With the unprecedented and rapid spread of COVID-19 and social distancing measures implemented throughout the world due to the pandemic, this virus has had a profound impact on human health, the global economy and society in general. We are actively monitoring the impact of COVID-19 on all aspects of our business, including how it is impacting our employees, operations, customers, suppliers, liquidity and capital resources.
Our operations are considered to be essential services in the jurisdictions where we operate. Certain of our paper products are used in the testing for COVID-19 as well as for personal protection medical gowns. However, demand for our paper has declined significantly since the beginning of April, largely due to work-from-home rules and the overall economic slowdown. The length and severity of the reduction in paper demand is uncertain; at the current time, we expect the adverse impact to continue through the first quarter of 2021. Beyond the first quarter of 2021, paper demand will depend largely on when, and the extent to which, work-from-home subsides and on the timing of the return to normal global economic activities.
Effects from COVID-19 began for us at the end of the first quarter of 2020 but were not material to the three-month’s results ended March 31, 2020. Shipments of paper were lower by approximately 19% in 2020 when compared to 2019. As a result of the decrease in demand, on August 7, 2020, we announced the permanent closure of the uncoated freesheet manufacturing at our Kingsport, Tennessee and Port Huron, Michigan mills, the remaining paper machine at our Ashdown, Arkansas mill and the converting center in Ridgefields, Tennessee. These actions reduced our annual uncoated freesheet paper capacity by approximately 721,000 short tons, and resulted in a workforce reduction of approximately 750 employees. The Kingsport and Ashdown paper machines, which have been idled since April 2020, did not recommence operations. Our Ridgefields converting center ceased operations at the end of the third quarter of 2020, while our Port Huron mill is expected to shut down by the end of the first quarter of 2021.
Our pulp shipments were higher by approximately 7% in 2020 when compared to 2019. We expect near-term pulp markets to gradually improve driven by better demand, maintenance outages and restocking in China.
Below we further describe specific impacts and the measures we have taken since March 2020.
Health and Safety of our Employees
The safety of our employees continues to be our primary focus. As COVID-19 has evolved, we have taken numerous steps to protect the health and safety of our employees, including: social distancing, providing personnel protection and thermal scanning, health monitoring, contact tracing and enhanced cleaning measures. In addition, we implemented travel restrictions and work-from-home policies for employees who have the ability to work remotely.
Operations and Supply Chain
We continue to operate in compliance with the orders and restrictions imposed by government authorities in each of our locations, and we are working with our customers to meet their specific shipment needs. We continue to place a priority on business continuity and contingency planning, including potential planning for extended closures of any key facilities, whether because of government action or workforce disruption, or because of disruptions related to our key suppliers that might arise related to COVID-19. At this point, we have experienced only minor disruptions. We are actively monitoring our supply chain, and we may experience disruptions in our supply chain as the pandemic continues. We cannot reasonably estimate the potential impacts or timing of those events, nor can we reasonably estimate our ability to mitigate such impacts.
Cost Reduction Program
On August 7, 2020 we announced the implementation of a cost reduction program targeting $200 million in annual run-rate cost savings to be realized by the end of 2021. The goal of the program is to build a stronger business operation, enhance our cost efficiency, improve operating margins and maximize productivity and cash flow. The cost saving initiatives includes capacity reduction and asset closures(noted above), mill-level cost savings and rightsizing of support functions. See Cost Reduction Program below for more information on this program.
Liquidity and Capital Resources
We have taken actions and may take other actions, intended to increase our cash position and preserve financial flexibility in light of the current uncertainty in the global markets. On May 5, 2020, we entered into a five-year $300 million term loan. We suspended our regular quarterly dividend and stock repurchase program in 2020 and on February 11, 2021, we announced that we would resume our stock repurchase program. In addition, we completed a review of all planned capital expenditures for 2020 and reduced or delayed spending without compromising on safety or regulatory compliance. Our capital expenditures for 2020 were $175 million, a decrease of approximately $75 million compared to our planned spending.
Government Assistance
The U.S. and Canadian governments have launched several support programs to provide assistance to companies during the COVID-19 pandemic. We continue to review the details of the various programs to determine whether we might qualify.
The Government of Canada created the CEWS to provide financial support for businesses during the COVID-19 pandemic and to prevent large layoffs. CEWS allows eligible entities to receive a subsidy retroactive to March 15, 2020. We qualified and applied for all periods identified under CEWS, from March 15 through December 31, 2020 and recognized $36 million (CDN $48 million) of income related to this subsidy in 2020.
OUTLOOK
In 2018,2021, paper demand remains uncertain and dependent upon the COVID-19 recovery, in particular quarantine measures impacting the return to office and school. We expect near-term pulp markets to gradually improve driven by better demand, maintenance outages and restocking in China. Overall raw material costs including freight, labor and raw materials, are expected to marginally increase. Ourmoderately increase and freight costs are also expected to be higher.
COST REDUCTION PROGRAM
On August 7, 2020, we announced the implementation of a cost reduction program, targeting $200 million in annual run-rate cost savings to be realized by the end of 2021. The goal of the program is to build a stronger business operation, enhance our cost efficiency, improve operating margins and maximize productivity and cash flow. The costs saving initiatives include capacity reduction and asset closures, mill-level cost savings and rightsizing support functions. The leaner organizational structure is also expected to improve cross-functional collaboration, leveraging more efficient business processes.
During 2020, we recorded $136 million of accelerated depreciation under Impairment of long-lived assets on the Consolidated Statement of Earnings (Loss) and Comprehensive Income (Loss). Additionally, we recorded $34 million of severance and termination costs, $31 million of inventory obsolescence, $12 million of environmental costs, $4 million of pension curtailment and settlement charges and $18 million of licenses fees, write-offs and other costs, under Closure and restructuring costs on the Consolidated Statement of Earnings (Loss) and Comprehensive Income (Loss).
Kingsport, Tennessee mill
We plan to enter the linerboard market with the conversion of our Kingsport paper shipments should benefit from expected industry capacity closures, while paper prices should improve followingmachine. Once in full operation, the recently-announced price increasesmill will produce and pulp will benefit from volume growthmarket approximately 600,000 tons annually of high-quality recycled linerboard and medium, providing us with a strategic footprint in fluff. Personal Carea growing adjacent market. The conversion is expected to be negatively impactedcompleted by the end of 2022.
We estimate the conversion cost to be between $300 and $350 million. Once fully operational, the mill is expected to be a low-cost, first quartile recycled linerboard mill in North America. The converted mill is expected to directly employ approximately 160 employees.
Ashdown, Arkansas mill
We will complete the conversion of our Ashdown mill to 100% softwood and fluff pulp, which will require $15 to $20 million of capital investments and is expected to be completed in early 2021. The mill will produce additional market hardwood pulp until it converts the fiberline to softwood pulp. The conversion of the fiberline to 100% softwood is also necessary for an unfavorable tender balance, resulting in lower volumeeventual expansion into containerboard. Following the fiberline conversion, Ashdown will have annual production capacity of 775,000 tons of fluff and operating margins.softwood pulp. Refer to Item 8, Financial Statements and Supplemental Data, under Note 16 “Closure and Restructuring Costs and Impairment of Long-Lived Assets” for more information.
CONSOLIDATED RESULTSREVIEW OF OPERATIONS AND SEGMENT REVIEW
This section presents a discussion and analysis of our 2017, 20162020, 2019 and 20152018 sales, operating (loss) income (loss) and other information relevant to the understanding of our results from continuing operations.
EAM’s results of operations.operations, previously reported under our former Personal Care segment, are now presented under our Pulp and Paper business with no significant impact on our results. Prior period results have been restated to the new presentation.
ANALYSIS OF NET SALES |
|
|
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|
|
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|
| ||||||||||||||||||||||||||||
By Business Segment |
| Twelve months ended |
|
|
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| |||||||||||||||||||||||||||||||||||||
ANALYSIS OF SALES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| Variance 2017 vs. 2016 |
|
| Variance 2016 vs. 2015 |
|
| Twelve months ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||
|
| 2017 |
|
| 2016 |
|
| 2015 |
|
| $ |
|
| % |
|
| $ |
|
| % |
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| Variance 2020 vs. 2019 |
|
| Variance 2019 vs. 2018 |
| ||||||||||||||||||||
Pulp and Paper |
| $ | 4,216 |
|
| $ | 4,239 |
|
| $ | 4,458 |
|
|
| (23 | ) |
|
| -1 | % |
|
| (219 | ) |
|
| -5 | % | ||||||||||||||||||||||||||||
Personal Care |
|
| 1,005 |
|
|
| 917 |
|
|
| 869 |
|
|
| 88 |
|
|
| 10 | % |
|
| 48 |
|
|
| 6 | % | ||||||||||||||||||||||||||||
Total for reportable segments |
|
| 5,221 |
|
|
| 5,156 |
|
|
| 5,327 |
|
|
| 65 |
|
|
| 1 | % |
|
| (171 | ) |
|
| -3 | % | ||||||||||||||||||||||||||||
Intersegment sales |
|
| (64 | ) |
|
| (58 | ) |
|
| (63 | ) |
|
| (6 | ) |
|
|
|
|
|
| 5 |
|
|
|
|
| ||||||||||||||||||||||||||||
Consolidated |
|
| 5,157 |
|
|
| 5,098 |
|
|
| 5,264 |
|
|
| 59 |
|
|
| 1 | % |
|
| (166 | ) |
|
| -3 | % | ||||||||||||||||||||||||||||
|
| 2020 |
|
| 2019 |
|
| 2018 |
|
| $ |
|
| % |
|
| $ |
|
| % |
| |||||||||||||||||||||||||||||||||||
Sales |
| $ | 3,652 |
|
| $ | 4,369 |
|
| $ | 4,565 |
|
|
| (717 | ) |
|
| -16 | % |
|
| (196 | ) |
|
| -4 | % | ||||||||||||||||||||||||||||
Shipments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paper - manufactured (in thousands of ST) |
|
| 2,891 |
|
|
| 3,021 |
|
|
| 3,163 |
|
|
| (130 | ) |
|
| -4 | % |
|
| (142 | ) |
|
| -4 | % |
|
| 2,230 |
|
|
| 2,745 |
|
|
| 2,971 |
|
|
| (515 | ) |
|
| -19 | % |
|
| (226 | ) |
|
| -8 | % |
Communication Papers |
|
| 2,401 |
|
|
| 2,522 |
|
|
| 2,639 |
|
|
| (121 | ) |
|
| -5 | % |
|
| (117 | ) |
|
| -4 | % |
|
| 1,825 |
|
|
| 2,299 |
|
|
| 2,446 |
|
|
| (474 | ) |
|
| -21 | % |
|
| (147 | ) |
|
| -6 | % |
Specialty and Packaging papers |
|
| 490 |
|
|
| 499 |
|
|
| 524 |
|
|
| (9 | ) |
|
| -2 | % |
|
| (25 | ) |
|
| -5 | % |
|
| 405 |
|
|
| 446 |
|
|
| 525 |
|
|
| (41 | ) |
|
| -9 | % |
|
| (79 | ) |
|
| -15 | % |
Paper - sourced from third parties (in thousands of ST) |
|
| 109 |
|
|
| 123 |
|
|
| 127 |
|
|
| (14 | ) |
|
| -11 | % |
|
| (4 | ) |
|
| -3 | % |
|
| 69 |
|
|
| 93 |
|
|
| 109 |
|
|
| (24 | ) |
|
| -26 | % |
|
| (16 | ) |
|
| -15 | % |
Paper - total (in thousands of ST) |
|
| 3,000 |
|
|
| 3,144 |
|
|
| 3,290 |
|
|
| (144 | ) |
|
| -5 | % |
|
| (146 | ) |
|
| -4 | % |
|
| 2,299 |
|
|
| 2,838 |
|
|
| 3,080 |
|
|
| (539 | ) |
|
| -19 | % |
|
| (242 | ) |
|
| -8 | % |
Pulp (in thousands of ADMT) |
|
| 1,722 |
|
|
| 1,513 |
|
|
| 1,414 |
|
|
| 209 |
|
|
| 14 | % |
|
| 99 |
|
|
| 7 | % |
|
| 1,787 |
|
|
| 1,664 |
|
|
| 1,647 |
|
|
| 123 |
|
|
| 7 | % |
|
| 17 |
|
|
| 1 | % |
ANALYSIS OF CHANGES IN SALES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
| 2017 vs. 2016 |
|
| 2016 vs. 2015 |
| ||||||||||||||||||||||||||
|
| % Change in Net Sales due to |
|
| % Change in Net Sales due to |
| ||||||||||||||||||||||||||
|
|
|
|
|
| Volume / |
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|
|
|
|
|
|
|
|
|
|
|
|
| Volume / |
|
|
|
|
|
|
|
|
| ||
|
| Net Price |
|
| Mix |
|
| Currency |
|
| Total |
|
| Net Price |
|
| Mix |
|
| Currency |
|
| Total |
| ||||||||
Pulp and Paper |
|
| — | % |
|
| -1 | % |
|
| — | % |
|
| -1 | % |
|
| -3 | % |
|
| -2 | % |
|
| — | % |
|
| -5 | % |
Personal Care |
|
| -1 | % |
|
| 11 | % | (a) |
| — | % |
|
| 10 | % |
|
| -3 | % |
|
| 9 | % | (a) |
| — | % |
|
| 6 | % |
Consolidated sales |
|
| — | % |
|
| 1 | % |
|
| — | % |
|
| 1 | % |
|
| -3 | % |
|
| — | % |
|
| — | % |
|
| -3 | % |
ANALYSIS OF CHANGES IN SALES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
| 2020 vs. 2019 |
|
| 2019 vs. 2018 |
| ||||||||||||||||||||||||||
|
| % Change in Sales due to |
|
| % Change in Sales due to |
| ||||||||||||||||||||||||||
|
|
|
|
|
| Volume / |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Volume / |
|
|
|
|
|
|
|
|
| ||
|
| Net Price |
|
| Mix |
|
| Currency |
|
| Total |
|
| Net Price |
|
| Mix |
|
| Currency |
|
| Total |
| ||||||||
Sales |
|
| -5 | % |
|
| -11 | % |
|
| - | % |
|
| -16 | % |
|
| 1 | % |
|
| -5 | % |
|
| - | % |
|
| -4 | % |
Sales in 2020 decreased by $717 million, or 16% when compared to sales in 2019. This decrease in sales is mostly due to a decrease in our paper sales volumes and a decrease in net average selling prices for pulp and paper. This decrease was partially offset by an increase in pulp sales volumes.
Sales in 2019 decreased by $196 million, or 4% when compared to sales in 2018. This decrease in sales is mostly due to a decrease in our paper sales volumes and a decrease in net average selling price for pulp. This decrease was partially offset by an increase in net average selling price for paper as well as an increase in our pulp sales volumes.
ANALYSIS of CHANGE IN OPERATING INCOME (LOSS)
2020 VS. 2019 |
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
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|
|
| $ Change in Operating Income (Loss) due to |
| |||||||||||||||||||||||||||||||||
|
| Volume/ |
|
|
|
|
|
|
|
|
|
| Operating (b) |
|
|
|
|
|
| Depreciation/ |
|
|
|
|
|
| Other Income/ |
|
|
|
|
| ||||
|
| Mix |
|
| Net Price |
|
| Input Costs (a) |
|
| Expenses |
|
| Currency |
|
| Impairment (c) |
|
| Restructuring (d) |
|
| Expense (e) |
|
| Total |
| |||||||||
Pulp and Paper |
|
| (125 | ) |
|
| (208 | ) |
|
| 77 |
|
|
| 37 |
|
|
| 10 |
|
|
| (97 | ) |
|
| (74 | ) |
|
| 11 |
|
|
| (369 | ) |
Corporate |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 16 |
|
|
| — |
|
|
| — |
|
|
| (3 | ) |
|
| — |
|
|
| 13 |
|
Operating income (loss) |
|
| (125 | ) |
|
| (208 | ) |
|
| 77 |
|
|
| 53 |
|
|
| 10 |
|
|
| (97 | ) |
|
| (77 | ) |
|
| 11 |
|
|
| (356 | ) |
(a) |
|
ANALYSIS OF OPERATING INCOME (LOSS) |
| |||||||||||||||||||||||||||
|
| Twelve months ended |
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
| |||||||||
By Business Segment |
| December 31, |
|
| December 31, |
|
| December 31, |
|
| 2017 vs. 2016 Variance |
|
| 2016 vs. 2015 Variance |
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| 2017 (a) |
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| 2016 |
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| 2015 |
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| $ |
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| % |
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| $ |
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| % |
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Operating income (loss) |
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Pulp and Paper |
|
| 250 |
|
|
| 217 |
|
|
| 270 |
|
|
| 33 |
|
|
| 15 | % |
|
| (53 | ) |
|
| (20 | )% |
Personal Care |
|
| (527 | ) |
|
| 57 |
|
|
| 61 |
|
|
| (584 | ) |
|
| -1025 | % |
|
| (4 | ) |
|
| (7 | )% |
Corporate |
|
| (40 | ) |
|
| (51 | ) |
|
| (43 | ) |
|
| 11 |
|
|
| -22 | % |
|
| (8 | ) |
|
| 19 | % |
Consolidated operating income (loss) |
|
| (317 | ) |
|
| 223 |
|
|
| 288 |
|
|
| (540 | ) |
|
| -242 | % |
|
| (65 | ) |
|
| (23 | )% |
|
|
2017 vs. 2016 |
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| $ Change in Segmented Operating Income (Loss) due to |
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| Volume/ |
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| Operating (c) |
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| Depreciation/ |
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| Other Income/ |
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| ||||
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| Mix(a) |
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| Net Price |
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| Input Costs (b) |
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| Expenses |
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| Currency |
|
| Impairment (d) |
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| Restructuring (e) |
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| Expense (f) |
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| Total |
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Pulp and Paper |
|
| (17 | ) |
|
| (2 | ) |
|
| 14 |
|
|
| (76 | ) |
|
| 15 |
|
|
| 60 |
|
|
| 31 |
|
|
| 8 |
|
|
| 33 |
|
Personal Care |
|
| 6 |
|
|
| (10 | ) |
|
| 3 |
|
|
| 2 |
|
|
| (4 | ) |
|
| (579 | ) |
|
| (1 | ) |
|
| (1 | ) |
|
| (584 | ) |
Corporate |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1 |
|
|
| (1 | ) |
|
| — |
|
|
| — |
|
|
| 11 |
|
|
| 11 |
|
Consolidated operating income (loss) |
|
| (11 | ) |
|
| (12 | ) |
|
| 17 |
|
|
| (73 | ) |
|
| 10 |
|
|
| (519 | ) |
|
| 30 |
|
|
| 18 |
|
|
| (540 | ) |
|
|
| Includes raw materials (such as fiber |
| Includes maintenance, freight costs, selling, general and administrative (“SG&A”) expenses and other costs. |
|
|
| 2020 restructuring charges relate to:2019 restructuring charges relate to: |
-Inventory write-down ($31 million) -Environmental costs ($12 million) -Pension curtailment and settlement charges -License fees, write-offs and other costs ($18 million) |
|
-Severance and termination costs ($ |
|
|
| |
- Net gain on sale of property, plant
- Bad debt expense ($
|
- Environmental provision ($2 million) - Other income ($5 million) 2020 vs. 2019 | -Environmental provision ($4 million) -Foreign exchange loss ($3 million) -Bad debt expense ($1 million) -Other income ($4 million)
|
Commentary - 2017 vs. 2016Operating loss in our Pulp and Paper business amounted to ($143) million in 2020, a decrease in income of $369 million, when compared to operating income of $226 million in 2019. Our results were negatively impacted by:
• | Lower net average selling prices for pulp and paper ($208 million) |
• | Lower volume/ mix ($125 million) mostly related to lower volume of paper, partially offset by higher volume of pulp |
• | Higher depreciation/impairment charges ($97 million). We recorded $136 million of accelerated depreciation under Impairment of long-lived assets, related to our cost reduction program in 2020 compared to $32 million of accelerated depreciation under Impairment of long-lived assets, related to our decision to permanently close two paper machines in 2019. Depreciation charges were lower by $7 million when compared to 2019 |
• | Higher restructuring charges ($74 million) in 2020 as a result of the cost reduction program ($96 million) compared to the decision to permanently close two paper machines in 2019 ($22 million) |
These decreases were partially offset by:
• | Lower input costs ($77 million) mostly related to lower cost of fiber, due in part to better weather and favorable market conditions compared to 2019 |
• | Lower operating expenses ($37 million) mostly due to lower maintenance and other costs due to our cash conservation initiatives (including our cost reduction program) in light of the COVID-19 pandemic and amounts recognized from the CEWS when compared to 2019, partially offset by lower production |
• | Higher other income ($11 million) |
• | Positive impact of a weaker Canadian dollar on our Canadian denominated expenses, net of our hedging program ($10 million) |
OTHER FACTORS
Corporate
We incurred $34 million of corporate charges in 2020, a decrease of $13 million compared to corporate charges of $47 million in 2019. This decrease was mostly due to lower SG&A expenses and partially offset by an increase in restructuring expenses, both as a result of the cost reduction program.
Interest Expense, net
We incurred $66$58 million of net interest expense in 20172020, an increase of $6 million compared to net interest expense of $66$52 million in 2016. Interest2019. The net interest expense increased due to a reduction in capitalized interest andwas impacted by the $300 million Term Loan entered into on May 5, 2020 as well as an increase in interest expense related toborrowing under the Term Loan Agreement. This increase was offset by the repayment at maturity of the 9.5% Notes due in August 2016 and of the maturity of the 10.75% Notes due in June 2017.revolving credit facility.
Income Taxes
We recorded an income tax benefit of $125$76 million in 20172020 compared to aan income tax expense of $29$17 million in 2016,2019, which yieldsyielded an effective tax rate of 33%35% and 18%16% for 20172020 and 2016,2019, respectively.
During 2017,On January 7, 2021, we agreed to sell our Personal Care business to American Industrial Partners (AIP) for $920 million. As such, for the December 31, 2020 reporting period, we are no longer indefinitely reinvested in that business and have classified our investment in that business as held for sale. Accordingly, we have recorded a goodwill impairment chargedeferred tax asset of $578$51 million with minimalfor the difference between the net book value of the business and the tax benefitbasis of that business which impacted the effective tax rate by $200 million. Thisin 2020.
We have assessed the value of the deferred tax asset related to the book/tax basis difference, which is expected to be a capital loss for tax purposes upon the completion of the sale and determined that we are not likely to realize a full benefit from the asset. As such, we have recorded a valuation allowance of $44 million associated with this deferred tax asset. During the year, we also analyzed our existing Arkansas research and development credits and determined an additional valuation allowance of $3 million should be recorded since it is expected these credits will expire un-utilized. These amounts unfavorably impacted the effective tax rate in 2020.
During 2020, we generated a U.S. tax net operating loss which, in accordance with the Coronavirus Aid, Relief, and Economic Security (CARES) Act will be carried back to 2015. In 2015, the US federal tax rate was partially offset by a net35%, versus the current rate of 21%. Therefore, we recorded an additional tax benefit of $140$5 million related to the U.S. Tax Reform, which is composed of atax rate benefit of $186 million for the remeasurement of deferred tax assets and liabilities and a charge of $46 million forloss which favorably impacted the repatriation tax. See “U.S. Tax Reform” following for more information. The effective tax rate for 2017 wasin 2020. We also significantly impacted by our foreign operations being taxed at lower statutory tax rates and by recording $24recorded $17 million of tax credits, mainly research and experimentation credits.credits, which favorably impacted the effective tax rate in 2020. Since we have a tax loss in 2020, the tax credits will be carried forward and are expected to be utilized in future years.
During 2016,As a result of the deemed mandatory repatriation tax requirement of the U.S. Tax Reform, we have taxed our undistributed foreign earnings as of December 31, 2017, at reduced tax rates. After completing our evaluation of the U.S. Tax Reform’s impact on our business operations, we had determined that we are no longer indefinitely reinvested in these undistributed foreign earnings as well as foreign earnings after December 31, 2017. As such, as of December 31, 2020, we have recorded a deferred tax liability of $11 million ($12 million as of December 31, 2019) for foreign withholding tax and various state income taxes associated with future repatriation of these earnings. This additional $1 million tax benefit impacted the effective tax rate for 2020 ($2 million tax expense for 2019).
We recorded $18 million of tax credits in 2019, mainly research and experimentation credits, which significantly impacted the effective tax rate. Arkansas legislation changes were passed in 2019 which reduced the state tax rate and changed how the apportionment factor is calculated. This resulted in a deferred state tax benefit of $4 million. Additionally, a valuation allowance of $5 million was recorded in 2019 on state attributes we do not expect to utilize before they expire.
Economic conditions and uncertainties
The markets in which our pulp and paper business operate are highly competitive with well-established domestic and foreign manufacturers. Most of our products are commodities that are widely available from other producers as well. Because commodity products have few distinguishing qualities from producer to producer, competition for these products is based primarily on price, which is determined by supply relative to demand. We also compete on the basis of product quality, breadth of offering and service solutions. Further, we compete against electronic transmission and document storage alternatives. As a result of such competition, we are experiencing ongoing decreasing demand for most of our existing paper products. In addition, current global economic conditions are highly volatile due to the COVID-19 pandemic, resulting in both market size contractions in certain countries due to economic slowdowns and government restrictions on movement.
The pulp market is highly fragmented with many manufacturers competing worldwide. Competition is primarily on the basis of access to low-cost wood fiber, product quality and competitively priced pulp products.
The high degree of uncertainty and volatility day-to-day and the longer-term potential impacts of the economic slowdown remain unclear. In 2021, paper demand remains uncertain and dependent upon the COVID-19 recovery, in particular quarantine measures impacting the return to office and school. We expect near-term pulp markets to gradually improve driven by better demand, maintenance outages and restocking in China. Overall raw material costs are expected to moderately increase and freight costs are also expected to be higher.
2019 VS. 2018 |
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| $ Change in Operating Income (Loss) due to |
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| Volume/ |
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| Operating (b) |
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| Depreciation/ |
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| Other Income/ |
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| ||||
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| Mix |
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| Net Price |
|
| Input Costs (a) |
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| Expenses |
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| Currency |
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| Impairment (c) |
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| Restructuring (d) |
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| Expense (e) |
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| Total |
| |||||||||
Pulp and Paper |
|
| (46 | ) |
|
| 52 |
|
|
| (46 | ) |
|
| (128 | ) |
|
| 8 |
|
|
|
| (23 | ) |
|
| (22 | ) |
|
| (11 | ) |
|
| (216 | ) |
Corporate |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (6 | ) |
|
| — |
|
|
|
| — |
|
|
| — |
|
|
| 6 |
|
|
| — |
|
Operating income (loss) |
|
| (46 | ) |
|
| 52 |
|
|
| (46 | ) |
|
| (134 | ) |
|
| 8 |
|
|
|
| (23 | ) |
|
| (22 | ) |
|
| (5 | ) |
|
| (216 | ) |
(a) | Includes raw materials (such as fiber and chemicals) and energy costs. |
(b) | Includes maintenance, freight costs, selling, general and administrative (“SG&A”) expenses and other costs. |
(c) | Depreciation charges were lower by $9 million in 2019, excluding foreign currency impact. We recorded $32 million of accelerated depreciation under Impairment of long-lived assets related to our decision to permanently close two paper machines (2018 – nil). |
(d) | 2019 restructuring charges relates to:2018 restructuring charges relates to: |
-Severance and termination costs ($16 million) -Inventory write-down ($4 million) -Other costs ($2 million) | -Nil |
(e) | 2019 other operating expenses/income includes:2018 other operating expenses/income includes: |
-Environmental provision ($4 million) -Foreign exchange loss ($3 million) -Bad debt expense ($1 million) -Other income ($4 million) | -Net gain on sale of property, plant and equipment ($4 million) -Foreign exchange gain ($3 million) -Environmental provision ($5 million) -Bad debt expense ($2 million) -Other income ($1 million) |
Operating income in our Pulp and Paper business amounted to $226 million in 2019, a decrease of $216 million, when compared to operating income of $442 million in 2018. Our results were negatively impacted by:
• | Higher operating expenses ($128 million) mostly due to lower production as well as higher maintenance and fixed costs due to timing of major maintenance |
• | Higher input costs ($46 million) mostly related to higher costs of fiber due mostly to severe weather conditions as well as unfavorable market conditions, partially offset by lower costs of chemicals and energy |
• | Lower volume and mix ($46 million) mostly related to lower volume of paper, partially offset by higher volume of pulp |
• | Higher depreciation/impairment charges ($23 million) mostly due to our decision to permanently close two paper machines in 2019 |
• | Higher restructuring charges ($22 million) due to our decision to permanently close two paper machines in 2019 |
• | Higher other income/expense ($11 million) |
These decreases were partially offset by:
• | Higher average selling prices for paper partially offset by lower average selling prices for pulp ($52 million) |
• | Positive impact of a weaker Canadian dollar on our Canadian denominated expenses, net of our hedging program ($8 million) |
Our Espanola pulp and specialty paper mill underwent an extensive audit and inspection of major components during its outage in June 2019. Following the inspection and given the cyclically low pulp prices, we made the decision to fast-track some maintenance work that was originally planned for 2020 in order to address some reliability risks. This extended shutdown impacted mostly our second half of 2019 by adding approximately $36 million of maintenance costs and lowering our total production by approximately 60,000 tonnes.
OTHER FACTORS
Corporate
We incurred $47 million of corporate charges in both 2019 and 2018. Corporates charges decreased mostly due to a decrease in environmental provision and was offset by an increase in SG&A expenses.
Interest expense, net
We incurred $52 million of net interest expense in 2019, a decrease of $10 million compared to net interest expense of $62 million in 2018. The net interest expense was impacted by the repayment of the $300 million Term Loan in the fourth quarter of 2018.
Income Taxes
We recorded an income tax expense of $17 million in 2019 compared to an income tax expense of $68 million in 2018, which yielded an effective tax rate of 16% and 19% for 2019 and 2018, respectively.
We recorded $18 million of tax credits in 2019, mainly research and experimentation credits, which significantly impacted the effective tax rate. Arkansas legislation changes were passed in 2019 which reduced the state tax rate and changed how the apportionment factor is calculated. This resulted in a deferred state tax benefit of $4 million. Additionally, a valuation allowance of $5 million was recorded on state attributes we do not expect to utilize before they expire.
As a result of the deemed mandatory repatriation tax requirement of the U.S. Tax Reform, we have taxed our undistributed foreign earnings as of December 31, 2017, at reduced tax rates. After completing our evaluation of the U.S. Tax Reform’s impact on business operations, we have determined that we are no longer indefinitely reinvested in these undistributed foreign earnings as well as foreign earnings after December 31, 2017. Therefore, as of December 31, 2019, we have recorded a deferred tax liability of $12 million ($10 million as December 31, 2018) for foreign withholding tax and various state income taxes associated with future repatriation of these earnings. This $2 million tax expense impacted the effective tax rate for 2016 was2019 ($10 million expense for 2018).
We recorded $18 million of tax credits in 2018, mainly research and experimentation credits, which significantly impact the effective tax rate. We also significantlyrecognized $3 million of tax benefits relating to 2018 law changes in Sweden and various U.S. states which favorably impacted by our foreign operations being taxed at lower statutoryeffective tax rates.rate.
U.S. Tax Cuts and Jobs Act (the “U.S. Tax Reform”)
TheOn December 22, 2017, the U.S. Tax Reform was signed into law on December 22, 2017.law. The U.S. Tax Reform significantly changeschanged U.S. tax law for businesses by, among other things, lowering the maximum federal corporate income tax rate from 35% to 21% effective January 1, 2018, implementing a territorial tax system, and imposing a one-time deemed repatriation tax on accumulated foreign earnings. AsAdditionally, Staff Accounting Bulletin No. 118 (“SAB 118”) was issued to address the application in situations when a resultregistrant does not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting for certain income tax effects of the corporate tax rate reduction,U.S. Tax Reform. December 22, 2018 marked the end of the measurement period for purposes of SAB 118. As such, we revaluedcompleted our ending net deferred tax liabilities,analysis, including currently available legislative updates, and recognized a provisionalrecorded an additional tax benefit of $186$13 million in our consolidated statement of earnings for the year ended December 31, 2017.
The U.S Tax Reform provides for a mandatory one-time deemed repatriation tax on our undistributed foreign earnings and profits. We recorded a provisional repatriation tax amount of $46 million, which we will elect to pay over eight years, and which impacted the 2017 tax rate. The current portion of $4 million is included on our Consolidated Balance Sheet in Income and other taxes receivables and the remaining $42 million is included in Other liabilities and deferred credits. While we have made a reasonable estimate of the repatriation tax amount, we continue to analyze various factors, including the impact of foreign tax credits available to offset the tax. We continue to gather additional information and monitor for further interpretive guidance in order to finalize our calculations and complete our accounting for the repatriation tax liability.
Additionally, we continue to assess the impact of the U.S. Tax Reform with respect to our current strategy of reinvesting profits of foreign subsidiaries back into those foreign operations. We have not completed our analysis of the impacts of the U.S Tax Reform and how these changes will impact operational decisions around the utilization of cash residing in the foreign subsidiaries. If, after analysis, we determine that we will no longer reinvest all earnings of our foreign subsidiaries, then we would need to determine if a provision for the undistributed foreign earnings is required. As such, we have not recorded a tax liability amount for2018. Of this item. It is possible that such a tax liability, if recorded in the future, could have a significant impact on the effective tax rate in the period that it is recorded.
We continue to assess the potential impact of the other components of the U.S. Tax Reform. Accordingly, we have not made a policy election with regards to the Global Intangible Low-Taxed Income provisions of the U.S. Tax Reform.
Valuation Allowances
In 2017, we recorded a net valuation allowance increase of $3benefit, $7 million related to certain foreign loss carryforwardsadjustments to the deemed mandatory repatriation tax and a U.S. state credit, which impacted the effective tax rate for the year. In 2016, we recorded a net valuation reversal of $1$6 million related to foreign loss carryforwards, which impacted the effectiverevaluation of our net deferred tax rate for the year.liabilities.
2016 vs. 2015 |
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| $ Change in Segmented Operating Income (Loss) due to |
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| Volume/ |
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| Operating (c) |
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| Depreciation/ |
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| Other Income/ |
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| ||||
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| Mix |
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| Net Price |
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| Input Costs (b) |
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| Expenses |
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| Currency |
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| Impairment (d) |
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| Restructuring (e) |
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| Expense (f) |
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| Total |
| |||||||||
Pulp and Paper |
|
| (30 | ) |
|
| (135 | ) |
|
| 44 |
|
|
| 6 |
|
|
| 44 |
|
|
|
| 59 |
|
|
| (28 | ) |
|
| (13 | ) |
|
| (53 | ) |
Personal Care |
|
| 5 |
| (a) |
| (25 | ) |
|
| 30 |
|
|
| (10 | ) |
|
| (5 | ) |
|
|
| (2 | ) |
|
| — |
|
|
| 3 |
|
|
| (4 | ) |
Corporate |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (9 | ) |
|
| — |
|
|
|
| — |
|
|
| — |
|
|
| 1 |
|
|
| (8 | ) |
Consolidated operating income (loss) |
|
| (25 | ) |
|
| (160 | ) |
|
| 74 |
|
|
| (13 | ) |
|
| 39 |
|
|
|
| 57 |
|
|
| (28 | ) |
|
| (9 | ) |
|
| (65 | ) |
|
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|
Commentary - 2016 vs. 2015
Interest Expense, net
We incurred $66 million of net interest expense in 2016, a decrease of $66 million compared to net interest expense of $132 million in 2015. This decrease was mostly due to a premium of $42 million paid in August 2015 on the partial repayment of the 9.5% Notes due 2016 and on the 10.75% Notes due 2017 as well as a decrease in interest expense on these Notes as a result of the partial repayment. In addition, interest expense also decreased due to the repayment at maturity of the 7.125% Notes due in August 2015 as well as the maturity of the 9.5% Notes in August 2016. This decrease was partially offset by interest expense related to the borrowing under the Term Loan Agreement drawn down in the third quarter of 2015.
Income Taxes
For 2016, our income tax expense was $29 million comparedDISCONTINUED OPERATION
On January 7, 2021, we signed an agreement to a tax expense of $14 million in 2015, which yields an effective tax rate of 18% and 9% for 2016 and 2015, respectively.
During 2016, we recorded $18 million of tax credits, mainly research and experimentation credits, which significantly impacted the effective tax rate. The effective tax rate for 2016 was also significantly impacted by our foreign operations being taxed at lower statutory tax rates.
During 2015, we recorded $16 million of tax credits, mainly research and experimentation credits, which significantly impacted the effective tax rate. Additionally, the effective tax rate for 2015 was also positively impacted by the manufacturing deduction in the U.S., enacted law changes in various U.S. states, and the impact of our foreign operations being taxed at lower statutory tax rates.
Valuation Allowances
In 2016, we recorded a net valuation allowance reversal of $1 million related to certain foreign loss carryforwards, which impacted the effective tax rate for the year. In 2015, we also recorded a net valuation reversal of $1 million, mainly related to foreign loss carryforwards, which impacted the effective tax rate for the year.
Commentary – Segment Review
Pulp and Paper Segment
2017 vs. 2016
Sales in our Pulp and Paper segment decreased by $23 million, or 1%, when compared to sales in 2016. This decrease in sales is mostly due to a decrease in our paper sales volumes, partially offset by an increase in our pulp sales volumes. Our net average selling price for papers decreased while our net average selling price for pulp increased.
Operating income in our Pulp and Paper segment amounted to $250 million in 2017, an increase of $33 million, when compared to operating income of $217 million in 2016. Our results were positively impacted by:
Lower depreciation charges ($60 million) due to accelerated depreciation related to our 2014 decision to convert a paper machine at our Ashdown facility to a high quality fluff pulp line in 2016 and lower depreciation expenses due to certain assets being fully depreciated
Lower restructuring costs mostly related to the conversion of a paper machine to a high quality fluff pulp line at our Ashdown mill and the closure of a pulp dryer and idling of related assets at our Plymouth mill related to our plan to optimize fluff pulp manufacturing, recorded in 2016 ($31 million)
Lower input costs ($14 million) mostly related to lower fiber costs as a result of improved yields and better weather and lower energy costs mostly due to the favorable impact of a boiler conversion, partially offset by higher chemicals costs
Positive impact of our hedging program, partially offset by a stronger Canadian dollar on our Canadian denominated expenses ($15 million)
Higher other income/expense ($8 million)
These increases were partially offset by:
Higher operating expenses ($76 million) mostly due to higher freight, compensation, warehousing and packaging costs as well as lower productivity
Lower volume and mix ($17 million) mostly related to lower volume of paper, partially offset by higher volume of pulp
Lower average selling prices for paper, partially offset by higher average selling prices for pulp ($2 million)
2016 vs. 2015
Sales in 2016 in our Pulp and Paper segment decreased by $219 million, or 5%, when compared to sales in 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, partially offset by an increase in our pulp sales volumes of approximately 2%.
Operating income in 2016 in our Pulp and Paper segment amounted to $217 million, a decrease of $53 million, when compared to operating income of $270 million in 2015. Our results were negatively impacted by:
Lower average selling prices for paper and pulp ($135 million)
Lower volume and mix ($30 million) mostly related to lower volume of paper partially offset by higher volume of pulp
Higher other income/expense ($13 million)
These decreases were partially offset by:
Lower depreciation charges ($59 million) due to lower accelerated depreciation related to our 2014 decision to convert a paper machine at our Ashdown facility to a high quality fluff pulp line and lower depreciation expenses due to certain assets reaching the end of their useful lives
Positive impact of a weaker Canadian dollar on our Canadian denominated expenses, net of our hedging program ($44 million)
Lower input costs ($44 million) mostly related to lower fiber and energy costs due to improved market and weather conditions
Lower operating expenses ($6 million) mostly related to lower freight costs due to favorable global economic factors including excess vessel capacity, carrier consolidation and lower oil prices as well as lower maintenance costs due to timing of major maintenance when compared to 2015 and reduced scope of outages and cost control measures, partially offset by lower productivity
Personal Care
2017 vs. 2016
Sales in 2017 insell our Personal Care segment increased by $88 million, or 10%, when compared to sales in 2016. This increase in sales was driven by higher sales volume and mixbusiness. Its results of 11%, mostly due tooperations are reported as discontinued operations for all periods presented. For the acquisition of HDISyear ended December 31, 2020, we reported earnings on October 1, 2016 and organic sales growth. This increase was partially offset by lower selling prices of 1% when compared to 2016.
Operating income decreased by $584 million compared to 2016. Our results were negatively impacted by:
Higher depreciation/impairment charges ($579 million) mostly due to the non-cash impairment of goodwill recorded in 2017 of $578 million
Unfavorable average net selling prices ($10 million)
Unfavorable foreign exchange impact,discontinued operations, net of our hedging program ($4 million)
Higher restructuring charges ($1 million)
Unfavorable other income/expense ($1 million)
These decreases were partially offset by the following:
Higher sales volume and mix ($6 million)
Lower input costs ($3 million) mostly due to a decrease in pricetaxes, of super absorbent polymers, fluff pulp and non-woven
Lower operating expenses ($2 million) mostly due to lower manufacturing costs, partially offset by higher salaries & wages
2016 vs. 2015
Sales in 2016 in our Personal Care segment increased by $48$18 million or 6% when compared to sales in 2015. This increase in sales is driven by higher sales volume and mix of approximately 9% including sales of HDIS since October 1, 2016. This increase was partially offset by lower selling prices of approximately 3% while foreign exchange was flat when compared to 2015.
Operating income decreased by $4 million, or 7%, in 2016 compared to 2015. Our results were negatively impacted by:
Unfavorable average net selling prices ($25 million)
Higher operating expenses ($10 million) mostly related to higher selling, general and administrative expenses as well as higher salaries and wages due to additional labor, salary increases and an increase in advertising expense
Unfavorable foreign exchange impact,(2019 - loss from discontinued operations, net of our hedging program ($5taxes of $1 million; 2018 - earnings from discontinued operations, net of taxes, of $2 million)
Increased depreciation charges ($2 million)
These decreases were partially offset by the following:
Lower input costs ($30 million) mostly due. For more information, refer to a decrease in price of super absorbent polymers, fluff pulpItem 8, Financial Statements and non-wovenSupplemental Data, under Note 3, “Discontinued Operations”.
Higher sales volume and mix ($5 million)
In our absorbent hygiene products business, we compete in an industry with fundamental drivers for long-term growth; however, competitive market pressures in the healthcare and retail markets grew significantly in the last year. Although the impact of such pressures presents some uncertainties, we expect them to result in lower than previously anticipated sales and operating margins.
While we expect an overall increase in healthcare spending due to an aging population, it is not clear how pressures to limit this spending brought forth through administrative changes by various national governments may impact the source of the funding. Additional changes in the balance of public versus private funding may be forthcoming and these could impact overall consumption or the channels in which consumption occurs. Additionally, excess industry capacity has increased pricing pressure in all markets and instigated a shift in the infant and adult private label retail space as competitors historically almost absent in our markets have increased their presence in such markets.
The principal methods and elements of competition remain brand recognition and loyalty, product innovation, quality and performance, price and marketing and distribution capabilities.
In light of this weakened market outlook, our current business forecast was not sufficient to support the carrying value of the goodwill associated with our Personal Care reporting unit, leading to the impairment of our goodwill. In 2018, Personal Care is expected to be negatively impacted by an unfavorable tender balance, resulting in lower volume and operating margins.
STOCK-BASED COMPENSATION EXPENSE
Under the Omnibus Incentive Plan, we may award to key employees and non-employee directors, at the discretion of the Human Resources Committee of the Board of Directors, non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock units, performance-conditioned restricted stock units, performance share units, deferred share units (“DSUs”) and other stock-based awards. The non-employee directors only receive DSUs. We generally grant awards annually and use, when available, treasury stock to fulfill awards settled in common stock and options exercised.
For the year ended December 31, 2017,2020, stock-based compensation expense recognized in our results offrom continuing and discontinued operations was $20$7 million (2016(2019 – $16 million; 2015 – $10$22 million) for all of the outstanding awards. Compensation costs not yet recognized amounted to $20$15 million (2016 – $17 million; 2015(2019 – $16 million) and will be recognized over the remaining service period of approximately 2614 months. The aggregate value of liability awards settled in 20172020 was $7$6 million (2016(2019 – $4 million; 2015 – $4$12 million). The total fair value of equity awards settled in 20172020 was $3$6 million (2016(2019 – $2$11 million), representing the fair value at the time of settlement. The fair value at the grant date for these settled equity awards was $4$7 million (2016(2019 – $3$6 million). 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 and income tax payments. 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 $700 million credit facility, of which $700$646 million is currently undrawn and available, or through our $150 million receivables securitization facility, of which $75$111 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 reflect full provision for local income taxes. The U.S. Tax Reform includes a mandatory one-time tax on accumulated earnings of foreign subsidiaries for which we recorded a provisional repatriation tax amount of $46 million in the fourth quarter of 2017. We continue to assess the impact2017 and adjusted by $7 million in 2018. After completing our evaluation of the U.S. Tax Reform with respect toReform’s impact on the business operations, we have determined that we are no longer indefinitely reinvested in these undistributed foreign earnings as well as foreign earnings after December 31, 2017. We remain indefinitely reinvested in the outside basis differences of our current strategy of reinvesting profits of foreign subsidiaries, back into those foreign operations.except for our Personal Care business which we are selling. We havedo not completed our analysisanticipate any additional cash tax liability associated with repatriating the proceeds of the impact of the U.S Tax Reform and how changes will impact operational decisions around the utilization of cash residing in the foreign subsidiaries.sale other than what is already provided.
Our operating cash flow requirements are primarily for salaries and benefits, the purchase of raw materials, including fiber and energy, and other expenses such as income tax and property taxes.
Cash flows from operating activities, including discontinued operations, totaled $449$411 million in 2017,2020, a $16$31 million decrease compared to cash flows from operating activities of $465$442 million in 2016.2019. This decrease in cash flows from operating activities is primarily due to a decrease in profitability partially offset by a decreasean improvement in cash flow from working capital requirements in 2017 when compared to 2016.requirements. We madereceived income tax payments,refunds, net of refunds,payments, of $33$22 million in 20172020 compared to income tax payments, net of refunds of $40$59 million in 2016.2019. We paid $32$4 million of employer pension and other post-retirement contributions in excess of pension and other post-retirement expense in 2017,2020 compared to $21 million in 2016.
Cash flows from operating activities totaled $465 million in 2016, a $12 million increase compared to cash flows from operating activities of $453 million in 2015. This increase in cash flows from operating activities is primarily due to a decrease in working capital requirements in 20162019 when compared to 2015 as a result of inventory draw down and cash collection on accounts receivable, partially offset by lower profitability. We made income tax payments, net of refunds, of $40 million in 2016 compared to income tax payments, net of refunds of $34 million in 2015. Wewe paid $21$1 million of employer pension and other post-retirement contributions in excess of pension and other post-retirement expense in 2016, compared to $1 million in 2015. We paid debt refinancing costswhen excluding our non-cash pension settlement loss of $42 million in 2015.$30 million.
In 2015, we experienced an increase in working capital requirements, in part due to inventory build-up. We paid debt refinancing costs of $42 million in the third quarter of 2015 and made income tax payments, net of refunds of $34 million in 2015.
Investing Activities
Cash flows used for investing activities, including discontinued operations, in 20172020 amounted to $171$202 million, a $220$52 milliondecrease compared to cash flows used for investing activities of $391$254 million in 2016.2019.
The use of cash in 20172020 was attributable to additions to property, plant and equipment of $182$175 million as well as the earn-out payment related toand the acquisition of HDISthe Appvion Point of Sale Business in the fourthsecond quarter of 2017 for $8 million. This was partially offset by the proceeds from disposal of property, plant and equipment of $19 million.2020 ($30 million).
The use of cash in 20162019 was attributable to additions to property, plant and equipment of $347 million as well as the acquisition of HDIS in the fourth quarter of 2016 for $45 million. This was partially offset by the proceeds from disposal of property, plant and equipment of $1$255 million.
Our annual capital expenditures for 20182021 should increase due mostly to our Kingsport mill conversion and are expected to be between $200$310 million and $220$330 million.
Cash flows used for investing activities in 2016 amounted to $391 million, a $147 million increase compared to cash flows used for investing activities of $244 million in 2015.
The use of cash in 2015 was attributable to additions to property, plant and equipment of $289 million, partially offset by the proceeds from disposal of property, plant and equipment of $36 million. In addition, during the year, we sold $9 million of Asset-backed notes.
Financing Activities
Cash flows used forprovided from financing activities, including discontinued operations, totaled $274$35 million in 20172020 compared to cash flows used for financing activities of $73$237 million in 2016.2019.
The primary source of cash flows provided from financing activities was from proceeds of the term loan in 2020 ($300 million). This was partially offset by the decrease in borrowings under our credit facilities (revolver and receivables securitization) ($135 million), the repurchase of our common stock ($59 million), dividend payments ($51 million) and a decrease in bank indebtedness ($10 million).
The use of cash in 20172019 was primarily the result of the repurchase of our common stock ($219 million) and dividend payments ($104110 million),. This was partially offset by the net repaymentsincrease of borrowings under our credit facilities (revolver and receivablereceivables securitization) ($9585 million), repayment of unsecured note ($63 million) and a decrease in our bank indebtedness ($12 million).
The use of cash in 2016 was primarily the result of dividend payments ($102 million) and the repurchase of our common stock ($10 million). This was partially offset by the net proceeds from borrowings under our credit facilities (revolver and receivable securitization) ($30 million) and an increase in our bank indebtedness ($12 million).
Cash flows used for financing activities totaled $73 million in 2016 compared to cash flows used for financing activities of $249 million in 2015.
The use of cash in 2015 was primarily the result of dividend payments ($100 million), a net repayment of our long-term debt ($89 million), the repurchase of our common stock ($50 million) and a reduction in our bank indebtedness ($11 million).
Capital Resources
Net indebtedness, consisting of bank indebtedness and long-term debt, net of cash and cash equivalents, was $991$788 million as of December 31, 20172020 compared to $1,168$886 million as of December 31, 2016.
Notes Maturity
Our 10.75% Notes, in aggregate principal amount of $63 million, matured on June 1, 2017.
Our 9.5% Notes, in aggregate principal amount of $39 million, matured on August 1, 2016. 2019.
Term Loan
In the third quarter of 2015,On May 5, 2020, we entered into a wholly owned subsidiary of Domtar borrowed $300 million under an unsecured 10-year Term Loan Agreement that matures on July 20, 2025, with certain domestic banks. The Company and certain significant domestic subsidiaries of the Company unconditionally guarantee any obligations from time to time arising under the Term Loan Agreement.
BorrowingsMay 5, 2025. We used borrowings under the Term Loan Agreement bear interest at LIBOR plus a marginto repay other debt, to pay related fees and expenses. A mandatory repayment of 1.875%. The Term Loan Agreement contains customary covenants, including two financial covenants: (i) an interest coverage ratio, as defined$6 million was made in the Term Loan Agreement, that must be maintained at a level of not less than 32020. For more information, refer to 1Item 8, Financial Statements 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 December 31, 2017, we were in compliance with these financial covenants.Supplemental Data, under Note 19 “Long-Term Debt”.
Revolving Credit Facility
In August 2016, we amended and restated ourWe have an unsecured $700 million revolving credit facility (the “Credit Agreement”) with certain domestic and foreign banks increasing the amount available from $600 million to $700 million and extending the Credit Agreement’s maturity date from October 3, 2019 tothat matures on August 18, 2021. The amendment also allows certain foreign subsidiaries to be borrowers under the facility. The maturity date of the facility may be extended by one year and the lender commitments may be increased by up to $400 million, subject to lender approval and customary requirements. 22, 2023.
Borrowings by the Company under the Credit Agreement are guaranteed by our significant domestic subsidiaries. Borrowings by certain foreign borrowerssubsidiaries under the Credit Agreement are guaranteed by the Company, our significant domestic subsidiaries and certain of our significant foreign subsidiaries.
Borrowings under the Credit Agreement bear interest at LIBOR, EURIBOR, Canadian bankers' acceptance or prime rate, as applicable, plus a margin linked to our credit rating. In addition, we pay facility fees quarterly at rates dependent on our credit ratings. The Financial Conduct Authority in the United Kingdom plans to phase out LIBOR by the end of 2021. We do not anticipate a significant impact to our financial position from the planned phase out of LIBOR.
The Credit Agreement contains customary covenants and events of default for transactions of this type, 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 (or 4.00 to 1 upon the occurrence of certain qualifying material acquisitions). At December 31, 2017,2020, we were in compliance with these financial covenants, and had no borrowings under the Credit Agreement (December 31, 2016 – $502019– $80 million). At December 31, 2017,2020, our interest coverage ratio was 8.2 and our leverage ratio was 1.9. At December 31, 2020, we had no$54 million of outstanding letters of credit (December 31, 20162019 – nil), leaving $700$646 million unused and available under this facility.facility (December 31, 2019 – $620 million).
We have a $150 million receivables securitization facility that matures in March 2019.November 2021.
At December 31, 2017,2020, we had no borrowings under the receivables securitization facility, amounted to $25 million and we had $50 million ofno outstanding letters of credit under the program (December 31, 20162019 – $70$55 million and $48$53 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 2016 Credit Agreement or our failure to repay or satisfy material obligations. At December 31, 2017,2020, we had $75$111 million unused and available under the receivable securitizationthis facility.
Common Stock
On May 5, 2020, we suspended the distribution of our regular quarterly dividend and stock repurchase program in light of current uncertainty in the global markets. Our stock repurchase program resumed on February 11, 2021. Our Board of Directors will continue to evaluate our capital return program based upon customary considerations, including market conditions.
During 2017,2020, we declared fourone quarterly dividend of $0.455 per share, to holders of our common stock. Total dividends aggregating $25 million were paid on April 15, 2020 to shareholders of record as of April 2, 2020.
During 2019, we declared one quarterly dividend of $0.435 and three quarterly dividends of $0.415$0.455 per share, to holders of our common stock. Dividends of $26aggregating $28 million, were paid on April 17, 2017, July 17, 2017, October 16, 2017 and January 15, 2018, respectively, to shareholders of record as of April 3, 2017, July 3, 2017, October 2, 2017 and January 2, 2018, respectively.
During 2016, we declared one quarterly dividend of $0.40 per share and three quarterly dividends of $0.415 per share, to holders of our common stock. The total dividends of approximately of $25$28 million, $26 million, $26$27 million and $26 million were paid on April 15, 2016,2019, July 16, 2019, October 15, 2016, October 17, 20162019 and January 17, 2017,15, 2020, respectively, to shareholders of record as of April 4, 2016,2, 2019, July 5, 2016,2, 2019, October 3, 20162, 2019 and January 3, 2017,2, 2020, respectively.
On January 29, 2018, our Board of Directors approved a quarterly dividend of $0.435 per share, an increase of $0.02 or 4.8%, to be paid to holders of our common stock. This dividend is to be paid on April 16, 2018 to shareholders of record on April 2, 2018.
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 December 31, 2017,2020, 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 December 31, 2017,2020, we have not recorded a liability associated with these indemnifications, as we do not expect to make any payments pertaining to these indemnifications.
CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
In the normal course of business, we enter into certain contractual obligations and commercial commitments. The following tables provide our obligations and commitments at December 31, 2017:2020:
CONTRACT TYPE |
| 2018 |
|
| 2019 |
|
| 2020 |
|
| 2021 |
|
| 2022 |
|
| THEREAFTER |
|
| TOTAL |
|
| 2021 |
|
| 2022 |
|
| 2023 |
|
| 2024 |
|
| 2025 |
|
| THEREAFTER |
|
| TOTAL |
| ||||||||||||||
(in millions of dollars) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt (excluding interest) |
|
| — |
|
|
| 25 |
|
|
| — |
|
|
| — |
|
|
| 300 |
|
| $ | 800 |
|
| $ | 1,125 |
|
|
| 12 |
|
|
| 312 |
|
|
| 12 |
|
|
| 12 |
|
|
| 246 |
|
| $ | 500 |
|
| $ | 1,094 |
|
Capital leases (including interest) |
|
| 2 |
|
|
| 2 |
|
|
| 2 |
|
|
| 2 |
|
|
| 2 |
|
|
| 9 |
|
|
| 19 |
| ||||||||||||||||||||||||||||
Finance leases and other (including interest) |
|
| 1 |
|
|
| 2 |
|
|
| 2 |
|
|
| 2 |
|
|
| 1 |
|
|
| 5 |
|
|
| 13 |
| ||||||||||||||||||||||||||||
Operating leases |
|
| 27 |
|
|
| 23 |
|
|
| 19 |
|
|
| 15 |
|
|
| 12 |
|
|
| 29 |
|
|
| 125 |
|
|
| 20 |
|
|
| 18 |
|
|
| 15 |
|
|
| 10 |
|
|
| 6 |
|
|
| 9 |
|
|
| 78 |
|
Long-term income taxes payable (1) |
|
| 4 |
|
|
| 3 |
|
|
| 4 |
|
|
| 4 |
|
|
| 4 |
|
|
| 27 |
|
|
| 46 |
|
|
| 3 |
|
|
| 3 |
|
|
| 6 |
|
|
| 8 |
|
|
| 10 |
|
|
| — |
|
|
| 30 |
|
Total obligations |
| $ | 33 |
|
| $ | 53 |
|
| $ | 25 |
|
| $ | 21 |
|
| $ | 318 |
|
| $ | 865 |
|
|
| 1,315 |
|
| $ | 36 |
|
| $ | 335 |
|
| $ | 35 |
|
| $ | 32 |
|
| $ | 263 |
|
| $ | 514 |
|
|
| 1,215 |
|
COMMITMENT TYPE |
| 2018 |
|
| 2019 |
|
| 2020 |
|
| 2021 |
|
| 2022 |
|
| THEREAFTER |
|
| TOTAL |
|
| 2021 |
|
| 2022 |
|
| 2023 |
|
| 2024 |
|
| 2025 |
|
| THEREAFTER |
|
| TOTAL |
| ||||||||||||||
(in millions of dollars) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other commercial commitments (2) |
| $ | 68 |
|
| $ | 14 |
|
| $ | 2 |
|
|
| 1 |
|
|
| — |
|
|
| 1 |
|
| $ | 86 |
|
| $ | 155 |
|
| $ | 10 |
|
| $ | 6 |
|
|
| 6 |
|
|
| — |
|
|
| 2 |
|
| $ | 179 |
|
(1) | In connection with the U.S. Tax Reform, we |
(2) | Includes commitments to purchase property, plant and equipment, roundwood, wood chips, gas and certain chemicals. Purchase orders in the normal course of business are excluded. |
In addition, we expect to contribute a minimum total amount of $14$13 million to the pension plans in 20182021 and a minimum total amount of $5$4 million in 20182021 to the other post-retirement benefits plans.
For 20182021 and the foreseeable future, we expect cash flows from operations and from our various sources of financing to be sufficient to meet our contractual obligations and commercial commitments.
RECENT ACCOUNTING PRONOUNCEMENTS
Refer to Item 8, Financial Statements and Supplementary Data under Note 2 “Recent Accounting Pronouncements”.
CRITICAL ACCOUNTING ESTIMATES AND POLICIES
Our principal accounting policies are described in Item 8, Financial Statements and Supplementary Data, under Note 1 “Summary of Significant Accounting Policies”. Notes referenced in this section are included in Item 8, Financial Statements and Supplementary Data.
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, goodwill and intangible assets impairment, pension and other post-retirement benefit plans, income taxes business combinations and contingencies related to legal claims. 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 as set forth in Note 1 “Summary of Significant Accounting Policies”, should be reviewed as they are essential to understanding our results of operations, cash flows and financial position.condition. Actual results could differ from those estimates.
Environmental Matters and Asset Retirement Obligations
We maintain provisions for estimated environmental costs when remedial efforts are probable and can be reasonably estimated. Environmental provisions relate mainly to air emissions, effluent treatment, silvicultural activities and site remediation (together referred to as “environmental matters”). The environmental cost estimates reflect assumptions and judgments as to probable nature, magnitude and timing of required investigation, remediation and monitoring activities, as well as contribution by other responsible parties.
The most significant environmental provision is related to the Seaspan action. The provision estimates are based on an awarded contract to implement the remediation plan approved by the relevant government authorities. Additional information regarding Seaspan and other environmental matters is available in Note 22 “Commitments and Contingencies”.
While we believe that we have determined the costs for environmental matters likely to be incurred, based on known information, our ongoing efforts to identify potential environmental concerns that may be associated with the properties may lead to future environmental investigations. These efforts may result in the determination of additional environmental costs and liabilities, which cannot be reasonably estimated at this time. In addition, environmental laws and regulations and interpretation by regulatory authorities could change which could result in significant changes to our estimates. For further details on “Climate change regulation” and other environmental matters refer to Note 22 “Commitments and Contingencies”.
Asset retirement obligations are mainly associated with landfill operation and closure, dredging of settling ponds and bark pile management. We recognize asset retirement obligations, at fair value, in the period in which we incur a legal obligation associated with the retirement of an asset. The fair value is based on the expected cash flow approach, in which multiple cash flow scenarios that reflect a range of possible outcomes are considered. Probabilities are applied to each of the cash flow scenarios to arrive at an expected cash flow. The estimated cash flows are then discounted using a credit adjusted risk-free interest rate in combination with business-specific and other relevant risks to discount the cash flow. The rates used vary between 5.5%4.7% and 12.0%.
Cash flow estimates incorporate assumptions that marketplace participants would use in their estimates of fair value, whenever that information is available without undue cost and effort. If unavailable, assumptions are based on internal experts, third-party engineers’ studies and historical experience in remediation work. As at December 31, 2017,2020, we had an asset retirement obligation provision of $15$14 million for 1312 locations (2016(2019 – $14$13 million).
As at December 31, 2017,2020, we had a total provision of $44$47 million for environmental matters and other asset retirement obligations (2016(2019 – $50$35 million). Certain of these amounts have been discounted due to more certainty of the timing of expenditures using the credit adjusted risk-free interest rate for the corresponding period until the settlement date. The rates used vary, based on the prevailing rate at the moment of recognition of the liability and on its settlement period. Additional costs, not known or identified, 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 our financial position, result of operations or cash flows.
Impairment of Property Plant and Equipment, Operating lease right-of-use assets and Definite-Lived Intangible Assets
Property, plant and equipment, operating lease right-of-use assets and definite-lived intangible assets are reviewed for impairment upon the occurrence of events or changes in circumstances indicating that, at the lowest level of determinable cash flows, the carrying value of the assets may not be recoverable. Step I of the impairment test assesses if the carrying value of the assets exceeds their estimated undiscounted future cash flows in order to assess if the property, plant and equipment, operating lease right-of-use assets and definite-lived intangible assets are impaired. In the event the estimated undiscounted future cash flows are lower than the net book value of the assets, a Step II impairment test must be carried out to determine the impairment charge. In Step II, the assets are written down to their estimated fair values. Given that there is generally no readily available quoted value for our property, plant and equipment, operating lease right-of-use assets and definite-lived intangible assets, we determine fair value of our assets based on the present value of estimated future cash flows expected from their use and eventual disposition, and by using the liquidation or salvage value in the case of idled assets. The fair value estimate in Step II is based on the undiscounted cash flows used in Step I.
Estimates of undiscounted future cash flows used to test the recoverability of the property, plant and equipment, operating lease right-of use assets and definite-lived intangible assets includes key assumptions related to selling prices, inflation-adjusted cost projections, forecasted exchange rates (when applicable) and estimated useful life. Changes in our assumptions and estimates may affect our forecasts and may lead to an outcome where impairment charges would be required. In addition, actual results may vary from our forecasts, and such variations may be material and unfavorable, thereby triggering the need for future impairment tests where our conclusions may differ in reflection of prevailing market conditions.
Useful Lives
On a regular basis, we review the estimated useful lives of our property, plant and equipment and our definite-lived intangible assets. Assessing the reasonableness of the estimated useful lives of property, plant and equipment and definite-lived intangible assets requires judgment and is based on currently available information. Changes in circumstances such as technological advances, changes to our business strategy, changes to our capital strategy or changes in regulation can result in useful lives differing from our estimates. Revisions to the estimated useful lives of property, plant and equipment and definite-lived intangible assets constitute a change in accounting estimate and are dealt with prospectively by amending depreciation and amortization rates.
A change in the remaining estimated useful life of a group of assets, or their estimated net salvage value, will affect the depreciation or amortization rate used to depreciate or amortize the group of assets and thus affect depreciation or amortization expense as reported in our results of operations. In 2017,2020, we recorded depreciation and amortization expense of $321$223 million compared to $348 million and $359$231 million in 2016 and 2015, respectively.2019. At December 31, 2017,2020, we had property, plant and equipment with a net book value of $2,765$2,023 million (2016(2019 – $2,825 million )$2,223 million) and definite-lived intangible assets, net of amortization, of $337$19 million (2016(2019 – $337$20 million).
In 2020, we recognized $136 million ).of accelerated depreciation, mostly related to our announced permanent closure of our uncoated freesheet manufacturing at Kingsport, Tennessee and Port Huron, Michigan mills, the remaining paper machine at the Ashdown, Arkansas mill and the converting center in Ridgefield, Tennessee.
In the fourththird quarter of 2014,2019, we announced the conversionpermanent closure of atwo paper machine machines. These closures took place at our Ashdown, Arkansas facility to a high quality fluff pulp line. and paper mill and our Port Huron, Michigan paper mill. As a result, we recognized $29$32 million of accelerated depreciation in 2016 (2015 – $77 million).2019.
Closure and Restructuring Costs
Closure and restructuring costs are recognized as liabilities in the period when they are incurred and are measured at their fair value. For such recognition to occur, management, with the appropriate level of authority, must have approved and committed to a firm plan
and appropriate communication to those affected must have occurred. These provisions may require an estimation of costs such as severance and termination benefits, pension and related curtailments, environmental remediation and may also include expenses related to demolition and outplacement. Actions taken may also require an evaluation of any remaining assets to determine required impairments, if any, and a review of estimated remaining useful lives which may lead to accelerated depreciation expense.
Estimates of cash flows and fair value relating to closures and restructuring require judgment. Closure and restructuring liabilities are based on management’s best estimates of future events at December 31, 2017.events. Although we do not anticipate significant changes, the actual costs may differ from these estimates due to subsequent developments such as the results of environmental studies, the ability to find a buyer for assets set to be dismantled and demolished and other business developments. As such, additional costs and further working capital adjustmentsimpairment charges may be required in future periods.
During 2017, other costs related to previous2020, we recorded $136 million of accelerated depreciation under Impairment of long-lived assets on the Consolidated Statement of Earnings (Loss) and ongoing restructuring included $2Comprehensive Income (Loss). Additionally, we recorded $34 million of severance and termination costs, (2016 – $3 million; 2015 – $1 million) and pension settlement costs of nil (2016 – $1 million; 2015 – nil).
In 2016, in connection with our plan to optimize fluff pulp manufacturing at the Plymouth, North Carolina mill, we recognized $5$31 million of severanceinventory obsolescence and termination costs.
In 2016, due to the conversion of the paper machine at our Ashdown, Arkansas mill, we recognized $26$34 million of other costs, related to the fluff pulp conversion outage. In 2016, as a result of a revision in our estimated withdrawal liability for U.S. multiemployer plans, we recorded a credit to earnings of $4 million inunder Closure and restructuring costscosts.
During 2019, we recorded $32 million of accelerated depreciation under Impairment of long-lived assets and $1 million of accelerated depreciation under Depreciation and amortization, on the Consolidated Statement of Earnings (Loss) and Comprehensive Income (Loss). Additionally, we recorded $3 million of severance and termination costs, $4 million of inventory obsolescence and $2 million of other costs, under Closure and restructuring costs in relation to the paper machine closures. Concurrently, with the Ashdown paper machine closure and related workforce reduction, management negotiated a voluntary early retirement program to reduce costs and put the mill in a stronger cost position in the long-term. We additionally recorded $13 million of severance and termination costs under Closure and restructuring costs.
Additional information can be found under Note 16 “Closure and Restructuring Costs and Liability”.
Goodwill Impairment Assessment
As of December 31, 2017, we had no goodwill ($550 million as of December 31, 2016). All goodwill resided in our Personal Care reporting segment.
Goodwill is evaluated for impairment at the beginning of the fourth quarter of every year or more frequently whenever indicators of potential impairment exist.
For purposes of impairment testing, goodwill must be assigned to one or more reporting units. We concluded that all the components of the Personal Care segment share similar economic characteristics and should be aggregated into one reporting unit. Accordingly, goodwill impairment testing was performed for the Personal Care reporting unit.
In the fourth quarter 2017, we conducted our annual impairment test and concluded that the fair value of the reporting unit was below the carrying value of the net assets of the reporting unit and as such an impairment charge was recorded for the full goodwill in the amount of $578 million.
We used an income method to determine the fair value of a reporting unit. Under the income method, we estimated the fair value of the reporting unit based on the present value of estimated future cash flows.
Considerable management judgment is necessary to estimate future cash flows used to measure the fair value. Key estimates supporting the cash flow projections include, but are not limited to, management's estimates of industry and market conditions as well as its estimates of revenue growth rates and profit margins, economic indicators, tax rates and capital expenditures. The financial forecasts are consistent with our operating plans.
Growing competitive market pressures in the healthcare and retail markets over the last year, including the entry of new competitors in the private label category, excess industry capacity and the pressure to limit healthcare spending by governmental agencies, are expected to result in lower than previously anticipated sales and operating margins. In light of this weakened market outlook, our current business forecast was not sufficient to support the carrying value of the goodwill associated with our Personal Care reporting unit, leading to the impairment of our goodwill.
The discount rate assumption used is based on the weighted average cost of capital adjusted for business-specific and other relevant risks of the reporting units.
We also performed an overall reconciliation to corroborate the fair value from the income approach to Domtar’s overall market capitalization.
Variations to our assumptions and estimates, particularly in the expected growth rates embedded in our cash flow projections and the discount rate could have a significant impact on fair value.
The following table summarizes the approximate impact that a change in certain key assumptions would have on the present value of estimated future cash flows at October 1, 2017, the date of our annual goodwill impairment testing. Note that this sensitivity analysis assumes that all other assumptions and trends remain constant for each independent variable.
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Additional information regarding goodwill is available in Note 3 “Acquisition of Businesses”, Note 4 “Impairment of Goodwill and Property, Plant and Equipment” and Note 12 “Goodwill”Long-Lived Assets”.
Indefinite-lived intangible assets impairment assessment
Indefinite-lived intangible assets consist of trade names ($245 million) and catalog rights ($41 million) following the business acquisitions in the Personal Care segment and license rights ($6 million) and water rights ($4 million) in our Pulp and Paper segment.
. We test indefinite-lived intangible assets at the asset level. Indefinite-lived intangible assets are not amortized and are evaluated at the beginning of the fourth quarter of every year or more frequently whenever indicators of potential impairment exist.
In performing the quantitative assessment, fair value of the indefinite-lived intangible assets is derived using an income approach. Under this approach, we estimate the fair value of indefinite-lived intangible assets based on the present value of estimated future cash flows (mainly a relief from royalty model). Considerable management judgment is necessary to estimate future cash flows used to measure the fair value. Key estimates supporting the cash flow projections include, but are not limited to, management's assessment of industry and market conditions as well as its estimates of revenue growth rates, royalty rates, economic indicators and tax rates. The financial forecasts are consistent with our operating plans and those supporting the goodwill impairment test described above.
The discount rate assumption used is based on the weighted-average cost of capital adjusted for business-specific and other relevant risks. If the carrying amounts of the indefinite-lived intangible assets exceed their fair value, an impairment loss is recognized in an amount equal to that excess.
In connection with the Company's annual impairment testing performed in in the fourth quarter of 2017,2020, we performed a quantitativequalitative assessment for each indefinite-lived intangible asset (trade names(license rights and catalogwater rights). The qualitative assessments performed in the fourth quarter of the Personal Care segment. The tests indicate2020 indicated that the indefinite-lived intangible assets havehad fair values that exceeded their carrying amounts. Certain Personal Care division indefinite-lived intangible assets are considered to be at risk for future impairment given their respective fair values exceeds their respective carrying values by 30% or less at the time the test was performed. As of December 31, 2017, the carrying value of these indefinite lived intangible assets was $164 million.
Variations in our assumptions and estimates particularly in the expected growth rates and royalty rates embedded in our cash flow projections and the discount rate could have a significant impact on fair value. A significant reduction in the estimated fair values could result in significant non-cash impairment charges in the future.
Pension Plans and Other Post-Retirement Benefit Plans
We have several defined contribution plans and multiemployer plans. The pension expense under these plans is equal to our contribution. Defined contribution pension expense was $36$39 million for the year ended December 31, 2017 (20162020 (2019 – $37 million and 2015 – $32$39 million).
We sponsor both contributory and non-contributory U.S. and non-U.S. defined benefit pension plans. We also sponsor 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. In addition, we provide supplemental unfunded defined benefit pension plans and supplemental unfunded defined contribution pension plans to certain senior management employees.
We account for pensions and other post-retirement benefits in accordance with Compensation-Retirement Benefits Topic of the Financial Accounting Standards Board-Accounting Standards Committee which requires employers to recognize the overfunded or underfunded status of defined benefit pension plans as an asset or liability in its Consolidated Balance Sheets. Pension and other post-retirement benefit charges require assumptions in order to estimate the projected and accumulateaccumulated benefit obligations. These assumptions require a significant amount ofconsiderable management judgment and include:
- | Expected long-term rate of return on plan assets – used to estimate the growth and expected return on assets |
- | Discount rate – used to determine interest costs and the net present value of our obligations |
- | Rate of compensation increase – used to calculate the impact of future increases on our obligations |
- | Health care cost trends – used to calculate the impact of future health care costs on our obligations |
- | Employee related factors, such as mortality rates, turnover, retirement age and disabilities – used to determine the extent of our obligations |
Changes in these assumptions result in actuarial gains or losses, which are amortized over the expected average remaining service life of the active employee group covered by the plans, only to the extent that the unrecognized net actuarial gains and losses are in excess
of 10% of the accruedgreater of the projected benefit obligation atand the beginningmarket value of the year,assets, over the average remaining service period of approximately eightten years of the active employee group covered by the pension plans, and 1012 years of the active employee group covered by the other post-retirement benefits plans.
An expected rate of return on plan assets of 5.3%4.6% was considered appropriate by our management for the determination of pension expense for 2017.2020. Effective January 1, 2018,2021, we will use 5.2%4.4% as the expected return on plan assets, which reflects the current view of long-term investment returns. The overall expected long-term rate of return on plan assets is based on management’s best estimate of the long-term returns of the major asset classes (cash and cash equivalents, equities and bonds) weighted by the actualtarget allocation of assets at the measurement date, net of expenses. This rate includes an equity risk premium over government bond returns for equity investments and a value-added premium for the contribution to returns from active management. The sources used to determine management's best estimate of long-term returns are numerous and include country specific bond yields, which may be derived from the market using local bond indices or by analysis of the local bond market, and country-specific inflation and investment market expectations derived from market data and analysts' or governments' expectations, as applicable.
We set our discount rate assumption annually to reflect the rates available on high-quality, fixed income debt instruments, with a duration that is expected to match the timing and amount of expected benefit payments. High-quality debt instruments are corporate
bonds with a rating of AA or better. The discount rates at December 31, 2017,2020 for pension plans were estimated at 3.5%2.5% for the accruedprojected benefit obligation and 3.9%3.0% for the net periodic benefit cost for 20172020 and for post-retirement benefit plans were estimated at 3.5%2.5% for the accruedprojected benefit obligation and 3.8%3.0% for the net periodic benefit cost for 2017.2020.
We used a full yield curve approach to estimate the current service and interest cost components of net periodic benefit cost for Canadian pension plans and U.S. funded pension plans. The estimate of these components is made by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. We used this approach to provide a more precise measurement of current service and interest cost components by improving the correlation between projected benefit cash flows to the corresponding spot yield curve rates.
The rate of compensation increase is another significant assumption in the actuarial model for pension (set at 2.7% for the accruedprojected benefit obligation and 2.8% for the net periodic benefit cost) and for post-retirement benefitsbenefit plans (set at 2.8% for the accruedprojected benefit obligation and 2.8%2.7% for the net periodic benefit cost) and is determined based upon our long-term plans for such increases.
For employee related factors, mortality rate tables tailored to our industry were used and the others factorother factors reflect our historical experience and management’s best judgmentestimate regarding future expectations.
For measurement purposes, a 4.9% weighted-average3.9% weighted average annual rate of increase in the per capita cost of covered health care benefits was assumed for 2017. The rate was assumed to decrease gradually to 4.1% by 2033 and remain at that level thereafter.2020.
The following table provides a sensitivity analysis of the key weighted average economic assumptions used in measuring the accruedprojected pension benefit obligation, the accrued other post-retirement benefit obligation and related net periodic benefit cost for 2017.2020. The sensitivity analysis should be used with caution as it is hypothetical and changes in each key assumption may not be linear. The sensitivities in each key variable have been calculated independently of each other.
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PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS |
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Expected rate of return on assets |
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Impact of: |
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1% increase |
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| (14 | ) |
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1% decrease |
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| 16 |
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Discount rate |
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Impact of: |
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1% increase |
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| (199 | ) |
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| (6 | ) |
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| (9 | ) |
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| (189 | ) |
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| (7 | ) |
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| (8 | ) |
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1% decrease |
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| 244 |
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| 19 |
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| 11 |
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| 1 |
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| 235 |
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| 16 |
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| 10 |
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Assumed overall health care cost trend |
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Impact of: |
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1% increase |
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Our pension plan funding policy is to contribute annually the amount required to provide for benefits earned in the year and to fund solvency deficiencies, funding shortfalls and past service obligations over periods not exceeding those permitted by the applicable regulatory authorities. Past service obligations primarily arise from improvements to plan benefits. The other post-retirement benefit plans are not funded and contributions are made annually to cover benefit payments.
We expect to contribute a minimum total amount of $14$13 million in 20182021 compared to $47$15 million in 2017 (20162020 (2019 – $31 million; 2015 – $13$17 million) to the pension plans. We expect to contribute a minimum total amount of $5$4 million in 20182021 compared to $3$4 million in 20172020 to the other post-retirement benefit plans (2016(2019 – $5 million; 2015 – $5$4 million).
Benefit obligations and fair values of plan assets as of December 31, 20172020 for our pension and post-retirement plans were are follows:
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Accrued benefit obligation at end of year |
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Projected benefit obligation at end of year |
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Fair value of assets at end of year |
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Funded status |
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| (76 | ) |
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| (38 | ) |
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| (90 | ) |
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| 28 |
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| (67 | ) |
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| 40 |
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| (63 | ) |
For additional details on our pension plans and other post-retirement benefitsbenefit plans, refer to Note 7 “Pension Plans and Other Post-Retirement Benefit Plans”.
Income Taxes
We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined according to differences between the carrying amounts and tax bases of the assets and liabilities. The change in the net deferred tax asset or liability is included in earnings. Deferred tax assets and liabilities are measured using enacted tax rates and laws expected to apply in the years in which assets and liabilities are expected to be recovered or settled. Deferred tax assets and liabilities are classified as non-current items on the Consolidated Balance Sheets. For these years, a projection of taxable income and an assumption of the ultimate recovery or settlement period for temporary differences are required. The projection of future taxable income is based on management’s best estimate and may vary from actual taxable income.
On a quarterly basis, weWe assess the need to establish a valuation allowance for deferred tax assets and, if it is deemed more likely than not that our deferred tax assets will not be realized based on these taxable income projections, a valuation allowance is recorded. In general, “realization” refers to the incremental benefit achieved through the reduction in future taxes payable or an increase in future taxes refundable from the deferred tax assets. Evaluating the need for an amount of a valuation allowance for deferred tax assets often requires significant judgment. All available evidence, both positive and negative, should be considered to determine whether, based on the weight of that evidence, a valuation allowance is needed.
In our evaluation process, we give the most weight to historical income or losses. After evaluating all available positive and negative evidence, although realization is not assured, we determined that it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets, with the exception of certain state credits and losses for which a valuation allowance of $6$13 million exists at December 31, 2017,2020, the tax basis difference in our assets held of sale (U.S. and foreign) for which a valuation allowance of $44 million exists at December 31, 2020, and certain foreign loss carryforwards for which a valuation allowance of $19$7 million exists at December 31, 2017.2020. Of this amount, $3$47 million unfavorably impacted tax expense and the effective tax rate for 2017 (2016 – ($1) million; 2015 – ($1)2020 (2019 –$5 million).
Our deferred tax assets are mainly composed of temporary differences related to various accruals, accounting provisions, pension and post-retirement benefit liabilities, net operating loss carryforwards, and available tax credits. Our deferred tax liabilities are mainly composed of temporary differences pertaining to property, plant and equipment, intangible assets, leases and other items. Estimating the ultimate settlement period requires judgment. The reversal of timing differences is expected at enacted tax rates, which could change due to changes in income tax laws or the introduction of tax changes through the presentation of annual budgets by different governments. As a result, a change in the timing and the income tax rate at which the components will reverse could materially affect deferred tax expense in our future results of operations.
In addition, U.S. and foreign tax rules and regulations are subject to interpretation and require judgment that may be challenged by taxation authorities. To the best of our knowledge, we have adequately provided for our future tax consequences based upon current facts and circumstances and current tax law. In accordance with Income Taxes Topic of FASB ASC 740, we evaluate new tax positions that result in a tax benefit to us and determine the amount of tax benefits that can be recognized. The remaining unrecognized tax benefits are evaluated on a quarterly basis to determine if changes in recognition or classification are necessary.
Significant changes in the amount of unrecognized tax benefits expected within the next 12 months are disclosed quarterly. Future
recognition of unrecognized tax benefits would impact the effective tax rate in the period the benefits are recognized. At December 31, 2017,2020, we had gross unrecognized tax benefits of $37approximately $23 million (2016(2019 – $43$28 million). These amounts represent the gross amount of exposure in individual jurisdictions and do not reflect any additional benefits expected to be realized if such positions were sustained, such as federal deduction that could be realized if an unrecognized state deduction was not sustained. As of December 31, 2017,2020, we believe it is reasonably possible that up to $8$4 million of our unrecognized tax benefits may be recognized in 2018,2021, which could significantly impact the effective tax rate. However, the amount and timing of the recognition of these benefits is subject to some uncertainty. In addition, a number of countries are actively pursuing changes to their tax laws applicable to corporation multinationals, such as the recently enacted U.S. Tax Cuts and Jobs Acts (“U.S. Tax Reform”).Reform, enacted in 2017. Finally, foreign governments may enact tax laws in response to the U.S. Tax Reform that could result in further changes to global taxation and materially impact our financial results.
We operate in multiple jurisdictions with complex tax policy and regulatory environments. U.S. and foreign tax rules and regulations are subject to interpretation and require judgment that may be challenged by taxation authorities. The U.S. Tax Reform significantly changes how the U.S. taxes corporations. The U.S. Tax Reform requires complex computations to be performed that were not previously required in U.S. tax law, significant judgments to be made in interpretation of the provision of the U.S Tax Reform and significant estimates in calculations, and the preparation and analysis of information not previously relevant or regularly produced. The U.S. Treasury Department, the IRS, and other standard-setting bodies could interpret or issue guidance on how provisions of the U.S. Tax Reform will be applied or otherwise administered that is different from our interpretation. As we complete our analysis of the U.S Tax Reform, collect and prepare necessary data, and interpret any additional guidance, we may make adjustments to provisional amounts that we have recorded that may materially impact our provision for income taxes in the period in which the adjustments are made.
Tax audits by their nature are often complex and can require several years to resolve. We have a number of audits in process in various jurisdictions. Although the resolution of these tax positions is uncertain, based on currently available information, we believe that we have adequately provided for our future tax consequences based upon current facts and circumstances and current tax law, and we believe that the ultimate outcomes will not have a material adverse effect on our financial position, results of operations or cash flows. For further details refer to Note 10 “Income Taxes”.
Business Combinations
We allocate the total purchase price of the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the business combination date, with the excess purchase price recorded as goodwill.
The purchase price allocation process required us to use significant estimates and assumptions, including fair value estimates, as of the business combination date. Although we believe the assumptions and estimates we have made are reasonable and appropriate, they are based in part on historical experience and information obtained from management of the acquired company, in part based on valuation models that incorporate projections of expected future cash flows and operating plans and are inherently uncertain. Valuations are performed by management or third party valuation specialists under management's supervision. In determining the fair value of assets acquired and liabilities assumed in business combinations, as appropriate, we may use one of the following recognized valuation methods: the income approach (including discounted cash flows from relief from royalty and excess earnings model), the market approach and/or the replacement cost approach.
Examples of significant estimates used to value certain intangible assets acquired include but are not limited to:
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However, different assumptions regarding projected performance and other factors associated with the acquired assets may affect the amount recorded under each type of asset and liability, mainly between property plant and equipment, intangibles assets, goodwill and deferred income tax liabilities; as well subsequent assessments could result in future impairment charges. The purchase price allocation process also entails us to refine these estimates over a measurement period not to exceed one year to reflect new information obtained surrounding facts and circumstances existing at acquisition date.
For further details, refer to Note 3 “Acquisition of Businesses”.
Contingencies related to legal claims
As discussed in Item 1A Risk Factors, under the risk “Failure to comply with applicable laws and regulations could have a material adverse effect on our business, financial results or condition” and in Note 22 “Commitments and Contingencies”, the Company iswe are subject to various legal proceedings and claims that arise in the ordinary course of business. The Company recordsWe record a liability when it is probable that a loss has been incurred, and the amount is reasonably estimable. The most likely cost to be incurred is accrued based on an evaluation of the then available facts with respect to each matter. When no amount within a range of estimates is more likely, the minimum is accrued. There is significant judgment required in both the probability determination and as to whether an exposure can be reasonably estimated. For further details on “Contingencies” and legal claims refer to Note 22 “Commitments and Contingencies”.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Our operating income can be impacted by the following sensitivities:
SENSITIVITY ANALYSIS |
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(In millions of dollars, unless otherwise noted) |
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Each $10/unit change in the selling price of the following products1: |
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Papers |
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Business Papers |
| $ | 15 |
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| $ | 10 |
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Commercial Print & Publishing Papers |
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| 9 |
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| 8 |
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Specialty & Packaging Papers |
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| 6 |
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| 4 |
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Pulp - net position |
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Softwood |
| $ | 10 |
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| $ | 13 |
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| 7 |
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| 8 |
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| 1 |
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| ||||
Foreign exchange |
|
|
|
| ||||
(US $0.01 change in relative value to the Canadian dollar before hedging) |
|
| 9 |
|
|
| 11 |
|
(US $0.01 change in relative value to the EURO before hedging) |
|
| 2 |
| ||||
Energy 2 |
|
|
|
|
|
|
|
|
Natural gas: $0.25/MMBtu change in price before hedging |
|
| 6 |
|
|
| 6 |
|
1 | Based on estimated |
2 | Based on estimated |
Note that we may, from time to time, hedge part of our foreign exchange, and energy positions, which may therefore impact the above sensitivities.
In the normal course of business, we are exposed to certain financial risks. We do not use derivative instruments for speculative purposes; although all derivative instruments purchased to minimize risk may not qualify for hedge accounting.
CREDIT RISK
We are exposed to credit risk on the accounts receivables from our customers. In order to reduce this risk, we review new customers’ credit history before granting credit and conduct regular reviews of existing customers’ credit performance. As of December 31, 2017, one2020, two of our Pulp and Paper segment customers located in the United StatesU.S. represented 15% or $58 million, and 12% or $83$46 million, (2016 – 12% or $74 million)respectively, of our receivables.receivables (December 31, 2019– two customers located in the U.S. represented 14% or $66 million and 13% or $65 million, respectively).
We are exposed to credit risk in the event of non-performance by counterparties to our financial instruments. We attempt 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.
We are exposed to interest rate risk arising from fluctuations in interest rates on our cash and cash equivalents, bank indebtedness, revolving credit facility, securitization, term loan and long-term debt. Our 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 our overall borrowing costs. We may manage this interest rate exposure through the use of derivative instruments such as interest rate swap contracts, whereby we agree to exchange the difference between fixed and variable interest amounts calculated by reference to an agreed upon notional principal amount. In December 2014, we entered into
The Financial Conduct Authority in the United Kingdom plans to phase out LIBOR by the end of 2021. We do not anticipate a $100 million notional 2.5 year fixed to floating interest rate swap. This swap was designated as a fair value hedge for a portion of our 10.75% Notes due June 2017. The changes in fair value of both the hedging and the hedged item were immediately recognized in interest expense. In August 2015, we terminated this swap simultaneously with the redemption of $215 million of our 10.75% Notes, with no significant impact on net earnings.to our financial position from the planned phase out of LIBOR.
COST RISK
Cash flow hedges
We are exposed to price volatility for raw materials and energy used in our manufacturing process. We manage our exposure to cost risk primarily through the use of supplier contracts. We purchase 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, we may utilize derivatives to fix the price of forecasted natural gas purchases. The 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 5436 months.
FOREIGN CURRENCY RISK
Cash flow hedges
We have manufacturing operations in the United States, CanadaU.S. and Europe.Canada. As a result, we are exposed to movements in foreign currency exchange rates in Canada and Europe.Canada. Moreover, certain assets and liabilities are denominated in currencies other than the U.S. dollarCanadian dollars 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.
dollar. 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 forecasted purchases in Canadian dollars by our Canadian subsidiary over the next 18 months and to hedge a portion of forecasted sales by our U.S. subsidiaries in British pounds over the next 3 months. Derivatives are also currently 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 our European subsidiaries over the next 1224 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.
The foreign exchange derivative contracts were fully effective as of December 31, 2017. There were no amounts reflected in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss) for the year ended December 31, 2017 resulting from hedge ineffectiveness (2016 and 2015 - nil).
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Management’s Reports to Shareholders of Domtar Corporation
Management’s Report on Financial Statements and Practices
The accompanying Consolidated Financial Statements of Domtar Corporation and its subsidiaries (the “Company”) were prepared by management. The statements were prepared in accordance with accounting principles generally accepted in the United States of America and include amounts that are based on management’s best judgments and estimates. Management is responsible for the completeness, accuracy and objectivity of the financial statements. The other financial information included in the annual report is consistent with that in the financial statements.
Management has established and maintains a system of internal accounting and other controls for the Company and its subsidiaries. This system and its established accounting procedures and related controls are designed to provide reasonable assurance that assets are safeguarded, that the books and records properly reflect all transactions, that policies and procedures are implemented by qualified personnel, and that published financial statements are properly prepared and fairly presented. The Company’s system of internal control is supported by written policies and procedures, contains self-monitoring mechanisms, and is audited by the internal audit function. Appropriate actions are taken by management to correct deficiencies as they are identified.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. In order to evaluateManagement has evaluated the effectiveness of internal control over financial reporting, management has conducted an assessment, including testing, using the criteria established in 2013 Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)(“COSO”). The Company’s system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Based on the assessment, management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 2017,2020, based on criteria in Internal Control – Integrated Framework issued in 2013 by the COSO.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 20172020 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein.
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Domtar Corporation:
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Domtar Corporation and its subsidiaries (the “Company”) as of December 31, 20172020 and December 31, 2016,2019, and the related consolidated statements of earnings (loss) and comprehensive income (loss), shareholders’of shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2017,2020, including the related notes and financial statement schedule listedof valuation and qualifying accounts for each of the three years in the indexperiod ended December 31, 2020 appearing after the list of exhibits under Item 15(a)(2)(3) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2017,2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20172020 and December 31, 2016,2019, and the results of theirits operations and theirits cash flows for each of the three years in the period ended December 31, 20172020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management'sManagement’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Indefinite Lived Intangible Assets Impairment Assessment - Personal Care Segment
As described in Notes 1 and 3 to the consolidated financial statements, the Company classified the Personal Care business as a disposal group held for sale in the fourth quarter of 2020. As of December 31, 2020, net indefinite lived intangible assets in the disposal group held for sale totaled approximately $290 million. Management measured the indefinite lived intangible assets included in the disposal group held for sale at the lower of the carrying value or the fair value less any costs to sell. Management performed quantitative impairment tests for each Personal Care indefinite-lived intangible asset, which included comparing the fair value of the indefinite-lived intangible asset to its carrying amount. Fair value of the indefinite lived intangible assets is derived using an income approach that is a relief from royalty model. Key estimates supporting the cash flow projections used in the estimation of fair value include, but are not limited to, management's assessment of industry and market conditions, as well as its estimates of revenue growth rates, royalty rates, tax rates and discount rates.
The principal considerations for our determination that performing procedures relating to the indefinite-lived intangible assets impairment assessment, specifically for the Personal Care segment, is a critical audit matter are (i) the significant judgment by management when developing the fair value measurement of the indefinite lived intangible assets included in the disposal group held for sale; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates and royalty rates; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s impairment assessment of the Personal Care indefinite-lived intangible assets included in the disposal group held for sale, including controls over the development of assumptions relating to cash flow projections, revenue growth rates, royalty rates, tax rates, and discount rates utilized in the valuation of the intangible assets. These procedures also included, among others (i) testing management’s process for determining the fair value measurements of the Personal Care segment indefinite-lived intangible assets included in the disposal group; (ii) evaluating the appropriateness of the income approach based on a relief from royalty model; (iii) testing the completeness and accuracy of the underlying data used in the model; and (iv) evaluating the reasonableness of significant assumptions used by management related to revenue growth rates and royalty rates. Evaluating management’s assumptions related to revenue growth rates and royalty rates involved evaluating whether the assumptions used were reasonable considering (i) the current and past performance of the segment; and (ii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the Company’s income approach based on the relief from royalty model, and evaluating the appropriateness of the royalty rates assumption.
/s/ PricewaterhouseCoopers LLP
Charlotte, North Carolina
February 23, 2018March 1, 2021
We have served as the Company’s auditor since 2007.
CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) AND COMPREHENSIVE INCOME (LOSS)
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
|
| Year ended December 31, |
|
| Year ended December 31, |
|
| Year ended December 31, |
|
| Year ended December 31, |
|
| Year ended December 31, |
|
| Year ended December 31, |
| ||||||
|
| 2017 |
|
| 2016 |
|
| 2015 |
|
| 2020 |
|
| 2019 |
|
| 2018 |
| ||||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Sales |
|
| 5,157 |
|
|
| 5,098 |
|
|
| 5,264 |
|
|
| 3,652 |
|
|
| 4,369 |
|
|
| 4,565 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales, excluding depreciation and amortization |
|
| 4,131 |
|
|
| 4,035 |
|
|
| 4,147 |
|
|
| 3,125 |
|
|
| 3,610 |
|
|
| 3,638 |
|
Depreciation and amortization |
|
| 321 |
|
|
| 348 |
|
|
| 359 |
|
|
| 223 |
|
|
| 231 |
|
|
| 241 |
|
Selling, general and administrative |
|
| 456 |
|
|
| 427 |
|
|
| 394 |
|
|
| 253 |
|
|
| 291 |
|
|
| 292 |
|
Impairment of goodwill and property, plant and equipment (NOTE 4) |
|
| 578 |
|
|
| 29 |
|
|
| 77 |
| ||||||||||||
Impairment of long-lived assets (NOTE 16) |
|
| 136 |
|
|
| 32 |
|
|
| 0 |
| ||||||||||||
Closure and restructuring costs (NOTE 16) |
|
| 2 |
|
|
| 32 |
|
|
| 4 |
|
|
| 99 |
|
|
| 22 |
|
|
| 0 |
|
Other operating (income) loss, net (NOTE 8) |
|
| (14 | ) |
|
| 4 |
|
|
| (5 | ) |
|
| (7 | ) |
|
| 4 |
|
|
| (1 | ) |
|
|
| 5,474 |
|
|
| 4,875 |
|
|
| 4,976 |
|
|
| 3,829 |
|
|
| 4,190 |
|
|
| 4,170 |
|
Operating (loss) income |
|
| (317 | ) |
|
| 223 |
|
|
| 288 |
|
|
| (177 | ) |
|
| 179 |
|
|
| 395 |
|
Interest expense, net (NOTE 9) |
|
| 66 |
|
|
| 66 |
|
|
| 132 |
|
|
| 58 |
|
|
| 52 |
|
|
| 62 |
|
(Loss) earnings before income taxes |
|
| (383 | ) |
|
| 157 |
|
|
| 156 |
| ||||||||||||
Non-service components of net periodic benefit cost (NOTE 7) |
|
| (17 | ) |
|
| 23 |
|
|
| (18 | ) | ||||||||||||
(Loss) earnings before income taxes and equity loss |
|
| (218 | ) |
|
| 104 |
|
|
| 351 |
| ||||||||||||
Income tax (benefit) expense (NOTE 10) |
|
| (125 | ) |
|
| 29 |
|
|
| 14 |
|
|
| (76 | ) |
|
| 17 |
|
|
| 68 |
|
Equity loss, net of taxes |
|
| 3 |
|
|
| 2 |
|
|
| 2 |
| ||||||||||||
(Loss) earnings from continuing operations |
|
| (145 | ) |
|
| 85 |
|
|
| 281 |
| ||||||||||||
Earnings (loss) from discontinued operations, net of taxes (NOTE 3) |
|
| 18 |
|
|
| (1 | ) |
|
| 2 |
| ||||||||||||
Net (loss) earnings |
|
| (258 | ) |
|
| 128 |
|
|
| 142 |
|
|
| (127 | ) |
|
| 84 |
|
|
| 283 |
|
Per common share (in dollars) (NOTE 6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) earnings |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Basic |
|
| (4.11 | ) |
|
| 2.04 |
|
|
| 2.24 |
| ||||||||||||
Diluted |
|
| (4.11 | ) |
|
| 2.04 |
|
|
| 2.24 |
| ||||||||||||
Basic net (loss) earnings |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
(Loss) earnings from continuing operations |
|
| (2.62 | ) |
|
| 1.39 |
|
|
| 4.47 |
| ||||||||||||
Earnings (loss) from discontinued operations |
|
| 0.33 |
|
|
| (0.02 | ) |
|
| 0.03 |
| ||||||||||||
Basic net (loss) earnings |
|
| (2.29 | ) |
|
| 1.37 |
|
|
| 4.50 |
| ||||||||||||
Diluted net (loss) earnings |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
(Loss) earnings from continuing operations |
|
| (2.62 | ) |
|
| 1.39 |
|
|
| 4.45 |
| ||||||||||||
Earnings (loss) from discontinued operations |
|
| 0.33 |
|
|
| (0.02 | ) |
|
| 0.03 |
| ||||||||||||
Diluted net (loss) earnings |
|
| (2.29 | ) |
|
| 1.37 |
|
|
| 4.48 |
| ||||||||||||
Weighted average number of common shares outstanding (millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
| 62.7 |
|
|
| 62.6 |
|
|
| 63.3 |
|
|
| 55.4 |
|
|
| 61.2 |
|
|
| 62.9 |
|
Diluted |
|
| 62.7 |
|
|
| 62.7 |
|
|
| 63.4 |
|
|
| 55.4 |
|
|
| 61.4 |
|
|
| 63.1 |
|
Cash dividends per common share |
|
| 1.66 |
|
|
| 1.63 |
|
|
| 1.58 |
|
|
| 0.91 |
|
|
| 1.78 |
|
|
| 1.72 |
|
Net (loss) earnings |
|
| (258 | ) |
|
| 128 |
|
|
| 142 |
|
|
| (127 | ) |
|
| 84 |
|
|
| 283 |
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net derivative gains (losses) on cash flow hedges |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Net gains (losses) arising during the period, net of tax $(5) (2016 – $(15); 2015 – $28) |
|
| 6 |
|
|
| 27 |
|
|
| (41 | ) | ||||||||||||
Less: Reclassification adjustment for (gains) losses included in net (loss) earnings, net of tax of $5 (2016 – $(10); 2015 – $(18)) |
|
| (9 | ) |
|
| 14 |
|
|
| 26 |
| ||||||||||||
Net derivative gains (losses) on cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Net gains (losses) arising during the period, net of tax $(9) (2019 – $(3); 2018 – $10) |
|
| 27 |
|
|
| 11 |
|
|
| (30 | ) | ||||||||||||
Less: Reclassification adjustment for losses (gains) included in net (loss) earnings, net of tax of $(4) (2019 – $(3); 2018 – $1) |
|
| 12 |
|
|
| 8 |
|
|
| (2 | ) | ||||||||||||
Foreign currency translation adjustments |
|
| 146 |
|
|
| (7 | ) |
|
| (223 | ) |
|
| 63 |
|
|
| 21 |
|
|
| (91 | ) |
Change in unrecognized gains (losses) and prior service cost related to pension and post-retirement benefit plans, net of tax of $(5) (2016 – $12; 2015 – $(2)) |
|
| 20 |
|
|
| (32 | ) |
|
| 5 |
| ||||||||||||
Change in unrecognized (losses) gains and prior service cost related to pension and post-retirement benefit plans, net of tax of $4 (2019 – $(13); 2018 – $3) |
|
| (13 | ) |
|
| 34 |
|
|
| (8 | ) | ||||||||||||
Other comprehensive income (loss) |
|
| 163 |
|
|
| 2 |
|
|
| (233 | ) |
|
| 89 |
|
|
| 74 |
|
|
| (131 | ) |
Comprehensive (loss) income |
|
| (95 | ) |
|
| 130 |
|
|
| (91 | ) |
|
| (38 | ) |
|
| 158 |
|
|
| 152 |
|
The accompanying notes are an integral part of the consolidated financial statements.
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
|
| At |
|
| At |
| ||||||||||
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
| ||||
|
| 2017 |
|
| 2016 |
|
| 2020 |
|
| 2019 |
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
| 139 |
|
|
| 125 |
|
|
| 309 |
|
|
| 61 |
|
Receivables, less allowances of $7 and $7 |
|
| 704 |
|
|
| 613 |
| ||||||||
Receivables, less allowances of $6 and $4 |
|
| 380 |
|
|
| 482 |
| ||||||||
Inventories (NOTE 11) |
|
| 757 |
|
|
| 759 |
|
|
| 630 |
|
|
| 663 |
|
Prepaid expenses |
|
| 33 |
|
|
| 40 |
|
|
| 50 |
|
|
| 29 |
|
Income and other taxes receivable |
|
| 24 |
|
|
| 31 |
|
|
| 54 |
|
|
| 56 |
|
Assets held for sale (NOTE 3) |
|
| 1,133 |
|
|
| 227 |
| ||||||||
Total current assets |
|
| 1,657 |
|
|
| 1,568 |
|
|
| 2,556 |
|
|
| 1,518 |
|
Property, plant and equipment, net (NOTE 13) |
|
| 2,765 |
|
|
| 2,825 |
| ||||||||
Goodwill (NOTE 12) |
|
| — |
|
|
| 550 |
| ||||||||
Property, plant and equipment, net (NOTE 12) |
|
| 2,023 |
|
|
| 2,223 |
| ||||||||
Operating lease right-of-use assets (NOTE 13) |
|
| 59 |
|
|
| 58 |
| ||||||||
Intangible assets, net (NOTE 14) |
|
| 633 |
|
|
| 608 |
|
|
| 29 |
|
|
| 30 |
|
Other assets (NOTE 15) |
|
| 157 |
|
|
| 129 |
|
|
| 189 |
|
|
| 163 |
|
Non-current assets held for sale (NOTE 3) |
|
| — |
|
|
| 911 |
| ||||||||
Total assets |
|
| 5,212 |
|
|
| 5,680 |
|
|
| 4,856 |
|
|
| 4,903 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and shareholders' equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank indebtedness |
|
| — |
|
|
| 12 |
|
|
| — |
|
|
| 9 |
|
Trade and other payables (NOTE 17) |
|
| 716 |
|
|
| 656 |
|
|
| 484 |
|
|
| 580 |
|
Income and other taxes payable |
|
| 24 |
|
|
| 22 |
|
|
| 15 |
|
|
| 15 |
|
Operating lease liabilities due within one year (NOTE 13) |
|
| 20 |
|
|
| 18 |
| ||||||||
Long-term debt due within one year (NOTE 19) |
|
| 1 |
|
|
| 63 |
|
|
| 13 |
|
|
| 1 |
|
Liabilities held for sale (NOTE 3) |
|
| 295 |
|
|
| 143 |
| ||||||||
Total current liabilities |
|
| 741 |
|
|
| 753 |
|
|
| 827 |
|
|
| 766 |
|
|
|
|
|
|
|
|
|
| ||||||||
Long-term debt (NOTE 19) |
|
| 1,129 |
|
|
| 1,218 |
|
|
| 1,084 |
|
|
| 937 |
|
Operating lease liabilities (NOTE 13) |
|
| 50 |
|
|
| 40 |
| ||||||||
Deferred income taxes and other (NOTE 10) |
|
| 491 |
|
|
| 675 |
|
|
| 321 |
|
|
| 360 |
|
Other liabilities and deferred credits (NOTE 20) |
|
| 368 |
|
|
| 358 |
|
|
| 314 |
|
|
| 269 |
|
Long-term liabilities held for sale (NOTE 3) |
|
| — |
|
|
| 155 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (NOTE 22) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' equity (NOTE 21) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock $0.01 par value; authorized 2,000,000,000 shares; issued 65,001,104 and 65,001,104 shares |
|
| 1 |
|
|
| 1 |
|
|
| 1 |
|
|
| 1 |
|
Treasury stock $0.01 par value; 2,305,419 and 2,412,267 shares |
|
| — |
|
|
| — |
| ||||||||
Treasury stock $0.01 par value; 9,806,566 and 8,120,194 shares |
|
| — |
|
|
| — |
| ||||||||
Additional paid-in capital |
|
| 1,969 |
|
|
| 1,963 |
|
|
| 1,717 |
|
|
| 1,770 |
|
Retained earnings |
|
| 849 |
|
|
| 1,211 |
|
|
| 846 |
|
|
| 998 |
|
Accumulated other comprehensive loss |
|
| (336 | ) |
|
| (499 | ) |
|
| (304 | ) |
|
| (393 | ) |
Total shareholders' equity |
|
| 2,483 |
|
|
| 2,676 |
|
|
| 2,260 |
|
|
| 2,376 |
|
Total liabilities and shareholders' equity |
|
| 5,212 |
|
|
| 5,680 |
|
|
| 4,856 |
|
|
| 4,903 |
|
The accompanying notes are an integral part of the consolidated financial statements.
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 |
|
| 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 |
| ||||||||||||
|
|
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
|
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||||||
Balance at December 31, 2014 |
|
| 64.0 |
|
|
| 1 |
|
|
| 2,012 |
|
|
| 1,145 |
|
|
| (268 | ) |
|
| 2,890 |
| ||||||||||||||||||||||||
Balance at December 31, 2017 |
|
| 62.7 |
|
|
| 1 |
|
|
| 1,969 |
|
|
| 849 |
|
|
| (336 | ) |
|
| 2,483 |
| ||||||||||||||||||||||||
Stock-based compensation, net of tax |
|
| — |
|
|
| — |
|
|
| 4 |
|
|
| — |
|
|
| — |
|
|
| 4 |
|
|
| 0.2 |
|
|
| — |
|
|
| 12 |
|
|
| — |
|
|
| — |
|
|
| 12 |
|
Net earnings |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 142 |
|
|
| — |
|
|
| 142 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 283 |
|
|
| — |
|
|
| 283 |
|
Net derivative losses on cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net losses arising during the period, net of tax of $28 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (41 | ) |
|
| (41 | ) | ||||||||||||||||||||||||
Less: Reclassification adjustments for losses included in net earnings, net of tax of $(18) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 26 |
|
|
| 26 |
| ||||||||||||||||||||||||
Net losses arising during the period, net of tax of $10 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (30 | ) |
|
| (30 | ) | ||||||||||||||||||||||||
Less: Reclassification adjustment for gains included in net earnings, net of tax of $1 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (2 | ) |
|
| (2 | ) | ||||||||||||||||||||||||
Foreign currency translation adjustments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (223 | ) |
|
| (223 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (91 | ) |
|
| (91 | ) |
Change in unrecognized gains and prior service cost related to pension and post-retirement benefit plans, net of tax of $(2) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 5 |
|
|
| 5 |
| ||||||||||||||||||||||||
Stock repurchase |
|
| (1.2 | ) |
|
| — |
|
|
| (50 | ) |
|
| — |
|
|
| — |
|
|
| (50 | ) | ||||||||||||||||||||||||
Change in unrecognized losses and prior service cost related to pension and post-retirement benefit plans, net of tax of $3 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (8 | ) |
|
| (8 | ) | ||||||||||||||||||||||||
Cash dividends declared |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (101 | ) |
|
| — |
|
|
| (101 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (109 | ) |
|
| — |
|
|
| (109 | ) |
Balance at December 31, 2015 |
|
| 62.8 |
|
|
| 1 |
|
|
| 1,966 |
|
|
| 1,186 |
|
|
| (501 | ) |
|
| 2,652 |
| ||||||||||||||||||||||||
Balance at December 31, 2018 |
|
| 62.9 |
|
|
| 1 |
|
|
| 1,981 |
|
|
| 1,023 |
|
|
| (467 | ) |
|
| 2,538 |
| ||||||||||||||||||||||||
Stock-based compensation, net of tax |
|
| 0.1 |
|
|
| — |
|
|
| 7 |
|
|
| — |
|
|
| — |
|
|
| 7 |
|
|
| 0.2 |
|
|
| — |
|
|
| 8 |
|
|
| — |
|
|
| — |
|
|
| 8 |
|
Net earnings |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 128 |
|
|
| — |
|
|
| 128 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 84 |
|
|
| — |
|
|
| 84 |
|
Net derivative gains on cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gains arising during the period, net of tax of $(15) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 27 |
|
|
| 27 |
| ||||||||||||||||||||||||
Less: Reclassification adjustments for losses included in net earnings, net of tax of $(10) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 14 |
|
|
| 14 |
| ||||||||||||||||||||||||
Net gains arising during the period, net of tax of $(3) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 11 |
|
|
| 11 |
| ||||||||||||||||||||||||
Less: Reclassification adjustment for losses included in net earnings, net of tax of $(3) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 8 |
|
|
| 8 |
| ||||||||||||||||||||||||
Foreign currency translation adjustments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (7 | ) |
|
| (7 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 21 |
|
|
| 21 |
|
Change in unrecognized losses and prior service cost related to pension and post-retirement benefit plans, net of tax of $12 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (32 | ) |
|
| (32 | ) | ||||||||||||||||||||||||
Change in unrecognized gains and prior service cost related to pension and post-retirement benefit plans, net of tax of $(13) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 34 |
|
|
| 34 |
| ||||||||||||||||||||||||
Stock repurchase |
|
| (0.3 | ) |
|
| — |
|
|
| (10 | ) |
|
| — |
|
|
| — |
|
|
| (10 | ) |
|
| (6.2 | ) |
|
| — |
|
|
| (219 | ) |
|
| — |
|
|
| — |
|
|
| (219 | ) |
Cash dividends declared |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (103 | ) |
|
| — |
|
|
| (103 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (109 | ) |
|
| — |
|
|
| (109 | ) |
Balance at December 31, 2016 |
|
| 62.6 |
|
|
| 1 |
|
|
| 1,963 |
|
|
| 1,211 |
|
|
| (499 | ) |
|
| 2,676 |
| ||||||||||||||||||||||||
Balance at December 31, 2019 |
|
| 56.9 |
|
|
| 1 |
|
|
| 1,770 |
|
|
| 998 |
|
|
| (393 | ) |
|
| 2,376 |
| ||||||||||||||||||||||||
Stock-based compensation, net of tax |
|
| 0.1 |
|
|
| — |
|
|
| 6 |
|
|
| — |
|
|
| — |
|
|
| 6 |
|
|
| 0.1 |
|
|
| — |
|
|
| 6 |
|
|
| — |
|
|
| — |
|
|
| 6 |
|
Net loss |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (258 | ) |
|
| — |
|
|
| (258 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (127 | ) |
|
| — |
|
|
| (127 | ) |
Net derivative losses on cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||
Net gains arising during the period, net of tax of $(5) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 6 |
|
|
| 6 |
| ||||||||||||||||||||||||
Less: Reclassification adjustments for gains included in net loss, net of tax of $5 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (9 | ) |
|
| (9 | ) | ||||||||||||||||||||||||
Net derivative gains on cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||
Net gains arising during the period, net of tax of $(9) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 27 |
|
|
| 27 |
| ||||||||||||||||||||||||
Less: Reclassification adjustment for losses included in net loss, net of tax of $(4) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 12 |
|
|
| 12 |
| ||||||||||||||||||||||||
Foreign currency translation adjustments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 146 |
|
|
| 146 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 63 |
|
|
| 63 |
|
Change in unrecognized gains and prior service cost related to pension and post-retirement benefit plans, net of tax of $(5) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 20 |
|
|
| 20 |
| ||||||||||||||||||||||||
Change in unrecognized losses and prior service cost related to pension and post-retirement benefit plans, net of tax of $4 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (13 | ) |
|
| (13 | ) | ||||||||||||||||||||||||
Stock repurchase |
|
| (1.8 | ) |
|
| — |
|
|
| (59 | ) |
|
| — |
|
|
| — |
|
|
| (59 | ) | ||||||||||||||||||||||||
Cash dividends declared |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (104 | ) |
|
| — |
|
|
| (104 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (25 | ) |
|
| — |
|
|
| (25 | ) |
Balance at December 31, 2017 |
|
| 62.7 |
|
|
| 1 |
|
|
| 1,969 |
|
|
| 849 |
|
|
| (336 | ) |
|
| 2,483 |
| ||||||||||||||||||||||||
Balance at December 31, 2020 |
|
| 55.2 |
|
|
| 1 |
|
|
| 1,717 |
|
|
| 846 |
|
|
| (304 | ) |
|
| 2,260 |
|
The accompanying notes are an integral part of the consolidated financial statements
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN MILLIONS OF DOLLARS)
|
| Year ended December 31, 2017 |
|
| Year ended December 31, 2016 |
|
| Year ended December 31, 2015 |
|
| Year ended December 31, 2020 |
|
| Year ended December 31, 2019 |
|
| Year ended December 31, 2018 |
| ||||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) earnings |
|
| (258 | ) |
|
| 128 |
|
|
| 142 |
|
|
| (127 | ) |
|
| 84 |
|
|
| 283 |
|
Adjustments to reconcile net (loss) earnings to cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
| 321 |
|
|
| 348 |
|
|
| 359 |
|
|
| 283 |
|
|
| 293 |
|
|
| 308 |
|
Deferred income taxes and tax uncertainties (NOTE 10) |
|
| (207 | ) |
|
| 9 |
|
|
| (56 | ) |
|
| (45 | ) |
|
| (16 | ) |
|
| 13 |
|
Impairment of goodwill and property, plant and equipment (NOTE 4) |
|
| 578 |
|
|
| 29 |
|
|
| 77 |
| ||||||||||||
Impairment of long-lived assets (NOTE 16) |
|
| 137 |
|
|
| 58 |
|
|
| 7 |
| ||||||||||||
Impairment of inventory (NOTE 16) |
|
| 31 |
|
|
| 6 |
|
|
| 4 |
| ||||||||||||
Net gains on disposals of property, plant and equipment |
|
| (13 | ) |
|
| — |
|
|
| (15 | ) |
|
| (1 | ) |
|
| — |
|
|
| (4 | ) |
Loss on classification as held for sale (NOTE 3) |
|
| 45 |
|
|
| — |
|
|
| — |
| ||||||||||||
Stock-based compensation expense |
|
| 6 |
|
|
| 7 |
|
|
| 5 |
|
|
| 8 |
|
|
| 9 |
|
|
| 8 |
|
Equity loss, net |
|
| 3 |
|
|
| 2 |
|
|
| 2 |
| ||||||||||||
Other |
|
| 2 |
|
|
| (2 | ) |
|
| 4 |
|
|
| 4 |
|
|
| — |
|
|
| (1 | ) |
Changes in assets and liabilities, excluding the effect of sale and acquisition of businesses |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Changes in assets and liabilities, excluding the effect of acquisition of business |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Receivables |
|
| (72 | ) |
|
| 18 |
|
|
| (22 | ) |
|
| 99 |
|
|
| 96 |
|
|
| 18 |
|
Inventories |
|
| 21 |
|
|
| 14 |
|
|
| (84 | ) |
|
| 7 |
|
|
| (22 | ) |
|
| (28 | ) |
Prepaid expenses |
|
| 5 |
|
|
| 5 |
|
|
| 5 |
|
|
| 11 |
|
|
| 2 |
|
|
| 2 |
|
Trade and other payables |
|
| 35 |
|
|
| (51 | ) |
|
| — |
|
|
| (57 | ) |
|
| (67 | ) |
|
| 24 |
|
Income and other taxes |
|
| 12 |
|
|
| (18 | ) |
|
| 38 |
|
|
| 13 |
|
|
| (43 | ) |
|
| (32 | ) |
Difference between employer pension and other post-retirement contributions and pension and other post-retirement expense |
|
| (32 | ) |
|
| (21 | ) |
|
| (1 | ) |
|
| (4 | ) |
|
| 29 |
|
|
| (46 | ) |
Other assets and other liabilities |
|
| 51 |
|
|
| (1 | ) |
|
| 1 |
|
|
| 4 |
|
|
| 11 |
|
|
| (4 | ) |
Cash flows from operating activities |
|
| 449 |
|
|
| 465 |
|
|
| 453 |
|
|
| 411 |
|
|
| 442 |
|
|
| 554 |
|
Investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to property, plant and equipment |
|
| (182 | ) |
|
| (347 | ) |
|
| (289 | ) |
|
| (175 | ) |
|
| (255 | ) |
|
| (195 | ) |
Proceeds from disposals of property, plant and equipment and sale of business |
|
| 19 |
|
|
| 1 |
|
|
| 36 |
| ||||||||||||
Acquisition of businesses, net of cash acquired (NOTE 3) |
|
| (8 | ) |
|
| (46 | ) |
|
| — |
| ||||||||||||
Proceeds from disposals of property, plant and equipment |
|
| 3 |
|
|
| 1 |
|
|
| 5 |
| ||||||||||||
Acquisition of business, net of cash acquired (NOTE 4) |
|
| (30 | ) |
|
| — |
|
|
| — |
| ||||||||||||
Other |
|
| — |
|
|
| 1 |
|
|
| 9 |
|
|
| — |
|
|
| — |
|
|
| (6 | ) |
Cash flows used for investing activities |
|
| (171 | ) |
|
| (391 | ) |
|
| (244 | ) |
|
| (202 | ) |
|
| (254 | ) |
|
| (196 | ) |
Financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend payments |
|
| (104 | ) |
|
| (102 | ) |
|
| (100 | ) |
|
| (51 | ) |
|
| (110 | ) |
|
| (108 | ) |
Stock repurchase |
|
| — |
|
|
| (10 | ) |
|
| (50 | ) |
|
| (59 | ) |
|
| (219 | ) |
|
| — |
|
Net change in bank indebtedness |
|
| (12 | ) |
|
| 12 |
|
|
| (11 | ) |
|
| (10 | ) |
|
| 9 |
|
|
| — |
|
Change in revolving credit facility |
|
| (50 | ) |
|
| — |
|
|
| 50 |
|
|
| (80 | ) |
|
| 80 |
|
|
| — |
|
Proceeds from receivables securitization facility |
|
| 45 |
|
|
| 140 |
|
|
| — |
|
|
| 25 |
|
|
| 205 |
|
|
| 85 |
|
Repayments of receivables securitization facility |
|
| (90 | ) |
|
| (70 | ) |
|
| — |
|
|
| (80 | ) |
|
| (200 | ) |
|
| (60 | ) |
Issuance of long-term debt |
|
| — |
|
|
| — |
|
|
| 300 |
|
|
| 300 |
|
|
| — |
|
|
| — |
|
Repayments of long-term debt |
|
| (64 | ) |
|
| (40 | ) |
|
| (439 | ) |
|
| (7 | ) |
|
| (1 | ) |
|
| (301 | ) |
Other |
|
| 1 |
|
|
| (3 | ) |
|
| 1 |
|
|
| (3 | ) |
|
| (1 | ) |
|
| 2 |
|
Cash flows used for financing activities |
|
| (274 | ) |
|
| (73 | ) |
|
| (249 | ) | ||||||||||||
Cash flows provided from (used for) financing activities |
|
| 35 |
|
|
| (237 | ) |
|
| (382 | ) | ||||||||||||
Net increase (decrease) in cash and cash equivalents |
|
| 4 |
|
|
| 1 |
|
|
| (40 | ) |
|
| 244 |
|
|
| (49 | ) |
|
| (24 | ) |
Impact of foreign exchange on cash |
|
| 10 |
|
|
| (2 | ) |
|
| (8 | ) |
|
| 4 |
|
|
| (1 | ) |
|
| (4 | ) |
Cash and cash equivalents at beginning of year |
|
| 125 |
|
|
| 126 |
|
|
| 174 |
|
|
| 61 |
|
|
| 111 |
|
|
| 139 |
|
Cash and cash equivalents at end of year |
|
| 139 |
|
|
| 125 |
|
|
| 126 |
|
|
| 309 |
|
|
| 61 |
|
|
| 111 |
|
Supplemental cash flow information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash payments for: |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Interest (including $40 million of redemption premiums in 2015) |
|
| 58 |
|
|
| 64 |
|
|
| 133 |
| ||||||||||||
Net cash payments (refund) for: |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Interest |
|
| 52 |
|
|
| 46 |
|
|
| 57 |
| ||||||||||||
Income taxes |
|
| 33 |
|
|
| 40 |
|
|
| 34 |
|
|
| (22 | ) |
|
| 59 |
|
|
| 71 |
|
The accompanying notes are an integral part of the consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 |
| |
NOTE 2 |
| |
NOTE 3 |
| |
NOTE 4 |
|
|
NOTE 5 |
| |
NOTE 6 |
| |
NOTE 7 |
| |
NOTE 8 |
| |
NOTE 9 |
| |
NOTE 10 |
| |
NOTE 11 |
| |
NOTE 12 |
| |
NOTE 13 |
| |
NOTE 14 |
| |
NOTE 15 |
| |
NOTE 16 | CLOSURE AND RESTRUCTURING COSTS AND |
|
NOTE 17 |
| |
NOTE 18 | CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT |
|
NOTE 19 |
| |
NOTE 20 |
| |
NOTE 21 |
| |
NOTE 22 |
| |
NOTE 23 | DERIVATIVES AND HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENT |
|
NOTE 24 |
| |
NOTE 25 |
|
5954
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Domtar designs, manufactures, markets and distributes a wide variety of fiber-based products including communication papers, specialty and packaging papers and components of absorbent hygiene products. The foundation of its business is a network of wood fiber converting assets that produce paper grade, fluff and specialty pulp. The majority of this pulp production is consumed internally to manufacture paper and other consumer products with the balance sold as market pulp. Domtar is 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. Domtar also designs, manufactures, markets and distributes a broad line of absorbent hygiene products, as well as infant diapers.
BASIS OF PRESENTATION
The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the year, the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements. On an ongoing basis, management reviews the estimates and assumptions, including but not limited to 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, based on currently available information. Actual results could differ from those estimates.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Domtar and its controlled subsidiaries. Intercompany transactions have been eliminated on consolidation. The equity method of accounting is used for investments in affiliates over which the Company has significant influence but does not have effective control.
DISCONTINUED OPERATIONS
The results of operations for the Personal Care business unit (disposal group) have been classified as discontinued operations for all periods presented in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss) as the disposal group met the criteria to be classified as held for sale in the fourth quarter and the disposal of the business unit represents a strategic shift that will have a major effect on the Company's operations and financial results. The after-tax results of operations of the discontinued operations (including the loss recognized on classification as held for sale are reported as a separate component in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss) for current and all prior periods presented. In addition, the related assets and liabilities of the disposal group have been classified as held for sale in the Consolidated Balance Sheets at December 31, 2020 and 2019.
TRANSLATION OF FOREIGN CURRENCIES
The Company determines its international subsidiaries’ functional currency by reviewing the currencies in which their respective operating activities occur. The Company translates assets and liabilities of its non-U.S. dollar functional currency subsidiaries into U.S. dollars using the rate in effect at the balance sheet date and revenues and expenses are translated at the average exchange rates during the year. Foreign currency translation gains and losses are included in Shareholders’ equity as a component of Accumulated other comprehensive loss in the accompanying Consolidated Balance Sheets.
Monetary assets and liabilities denominated in a currency that is different from a reporting entity’s functional currency must first be remeasured from the applicable currency to the legal entity’s functional currency. The effect of this remeasurement process is recognized in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss) and is partially offset by the Company’s hedging program (refer to Note 23 “Derivatives���Derivatives and hedging activities and fair value measurement”).
At December 31, 2017, the accumulated translation adjustment accounts amounted to $(132) million (2016 – $(278) million).
6055
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Domtar recognizesThe Company’s revenue is generated from the sale of finished goods to customers. Revenue is recognized at a single point in time when pervasive evidencethe performance obligation is satisfied which occurs when the control over the goods is transferred to customers. For shipping and handling activities performed after customers obtain control of an arrangement exists, the customer takes title and assumesgoods, the risks and rewardsCompany elected to account for these activities as fulfillment activities rather than assessing such activities as separate performance obligations. Accordingly, the sale of ownership,goods to customers represents a single performance obligation to which the salesentire transaction price charged is fixed or determinable andallocated.
The point in time when collectionthe control of goods is reasonably assured.transferred to customers is largely dependent on delivery terms. Revenue is recorded at the time of shipment for delivery terms designated free on board (“f.o.b.”) shipping point. For sales transactions designated f.o.b. destination, revenue is recorded when the product is delivered to the customer’s delivery site,site.
Revenue is measured as the amount of consideration the Company expects to receive in exchange for goods transferred to customers. Revenue is recognized net of variable consideration in the form of rebates, discounts and other commercial incentives extended to customers. Variable consideration is recognized using the most likely amounts which are based on an analysis of historical experience and current period expectations. The Company includes estimated amounts of variable consideration in revenue to the extent that it is probable that there will not be a significant reversal of recognized revenue when the titleuncertainty related to that variable consideration is resolved.
For all the Company’s contracts, customer payments are due in less than one year. Accordingly, the Company does not adjust the amount of revenue recognized for the effects of a significant financing component.
Sales taxes, and risk of lossother similar taxes, collected from customers are transferred.excluded from revenue.
SHIPPING AND HANDLING COSTS
The Company classifies shipping and handling costs as a component of Cost of sales in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss).
CLOSURE AND RESTRUCTURING COSTS
Closure and restructuring costs are recognized as liabilities in the period when they are incurred and are measured at their fair value. For such recognition to occur, management, with the appropriate level of authority, must have approved and committed to a firm plan and appropriate communication to those affected must have occurred. These provisions may require an estimation of costs such as severance and termination benefits, pension and related curtailments, environmental remediation and may also include expenses related to demolition and outplacement. Actions taken may also require an evaluation of any remaining assets to determine required impairments, if any, and a review of estimated remaining useful lives which may lead to accelerated depreciation expense.
Estimates of cash flows and fair value relating to closures and restructurings require judgment. Closure and restructuring liabilities are based on management’s best estimates of future events at December 31, 2017.events. Although the Company does not anticipate significant changes, the actual costs may differ from these estimates due to subsequent developments such as the results of environmental studies, the ability to find a buyer for assets set to be dismantled and demolished and other business developments. As such, additional costs and further working capital adjustments may be required in future periods.
56
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES
Domtar uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined according to differences between the carrying amounts and tax bases of the assets and liabilities. The Company records its worldwide tax provision based on the respective tax rules and regulations for the jurisdictions in which it operates. The change in the net deferred tax asset or liability is included in Income tax expense (benefit) expense or in Other comprehensive income (loss) in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss). Deferred tax assets and liabilities are measured using enacted tax rates and laws expected to apply in the years in which the assets and liabilities are expected to be recovered or settled. Uncertain tax positions are recorded based upon the Company’s evaluation of whether it is “more likely than not” (a probability level of more than 50%) that, based upon its technical merits, the tax position will be sustained upon examination by the taxing authorities. The Company establishes a valuation allowance for deferred tax assets when it is more likely than not that they will not be realized. In general, “realization” refers to the incremental benefit achieved through the reduction in future taxes payable or an increase in future taxes refundable from the deferred tax assets. Deferred tax assets and liabilities are classified as non-current items on the Consolidated Balance Sheets.
The Company recognizes interest and penalties related to income tax matters as a component of Income tax expense (benefit) expense in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss).
If and when incurred, the Company accounts for any taxes associated with Global Intangible Low-Taxed Income (“GILTI”) as a period cost.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash and short-term investments with original maturities of less than three months and are presented at cost which approximates fair value.
61
DOMTAR CORPORATIONRECEIVABLES AND ALLOWANCES FOR CREDIT LOSSES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
ReceivablesWe establish allowances for credit losses on receivables. The adequacy of these allowances is assessed quarterly through consideration of factors including, but not limited to, customer credit ratings, bankruptcy filings, published or estimated credit default rates, age of the receivable, expected loss rates and collateral exposures. We assign internal credit ratings for all customers and determine the creditworthiness of each customer based upon publicly available information and information obtained directly from our customers. Our rating categories are recorded net of a provision for doubtful accounts that is based on expected collectability.comparable to those used by major credit rating agencies. The securitization of receivables is accounted for as secured borrowings. Accordingly, financing expenses related to the securitization of receivables are recognized in earnings as a component of Interest expense, net in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss).
INVENTORIES
Inventories are stated at the lower of cost or net realizable value. Cost includes labor, materials and production overhead. The last-in, first-out (“LIFO”) method is used to account for certain domestic raw materials, in process and finished goods inventories. LIFO inventories were $236$220 million and $268$242 million at December 31, 20172020 and 2016,2019, respectively. The balance of domestic raw material inventories, all materials and supplies inventories and all foreign inventories are recorded at either the first-in, first-out (“FIFO”) or average cost methods. Had the inventories for which the LIFO method is used been valued under the FIFO method, the amounts at which product inventories are stated would have been $54$52 million and $63$69 million greater at December 31, 20172020 and 2016,2019, respectively.
57
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost less accumulated depreciation including asset impairments. Costs for repair and maintenance activities are expensed as incurred under the direct expense method of accounting. Interest costs are capitalized for significant capital projects. For timberlands, the amortization is calculated using the unit of production method. For all other assets, depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Buildings and improvements are depreciated over periods of 10 to 40 years and machinery and equipment over periods of 3 to 20 years. Noyears. NaN depreciation is recorded on assets under construction.
IMPAIRMENT OF PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are reviewed for impairment upon the occurrence of events or changes in circumstances indicating that the carrying value of the assets may not be recoverable, as measured by comparing the net book value of the asset group to their estimated undiscounted future cash flows expected from their use and eventual disposition. Impaired assets are recorded at estimated fair value, determined principally by using the present value of estimated future cash flows expected from their use and eventual disposition (referdisposition.
LEASES
At inception of an arrangement, the Company determines whether the arrangement contains a lease. A lease conveys the right to Note 4 “Impairmentcontrol the use of goodwill andidentified property, plant, or equipment (asset) for a period of time in exchange for consideration. Control over the use of the identified asset means that the Company has both the right to obtain substantially all of the economic benefits from the use of the asset and equipment”).the right to direct the use of the asset.
GOODWILL AND OTHER For each lease arrangement that has an original lease term of more than 12 months, a right-of-use asset and a lease liability are recorded in the Consolidated Balance Sheets. The right-of-use asset represents the Company’s right to use an underlying asset for the lease term while the lease liability represents the obligation to make lease payments arising from the lease. The right-of-use asset and the lease liability are initially recorded at the same amount at the lease commencement date based on the present value of the remaining lease payments discounted using the Company’s incremental borrowing rate. The operating lease right-of-use asset also include previously recognized impairments and purchase price adjustments relating to favorable and unfavorable terms of leases acquired as part of business combinations. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Any potential impairment for right-of-use assets will be calculated in the same manner as disclosed under impairment of long-lived assets.
The terms of a lease arrangement determine how a lease is classified (operating or finance), the resulting recognition pattern in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss) and the classification in the Consolidated Balance Sheets.
Finance lease expense is represented by the interest on the lease liability determined using the effective interest method and the amortization of the finance lease right-of-use asset calculated using the straight-line method over the estimated useful life of the identified asset. Finance lease related balances are included in the Consolidated Balance Sheets in Property, plant and equipment, net, Long-term debt due within one year and Long-term debt.
Operating lease expense is recorded on a straight-line basis over the lease term by adding interest expense determined using the effective interest method to the amortization of the right-of-use asset. Operating lease related balances are included in the Consolidated Balance Sheets in Operating lease right-of-use assets, Operating lease liabilities due within one year and Operating lease liabilities.
The Company elected to initially apply the new leases standard as of January 1, 2019 with certain available practical expedients. No cumulative-effect adjustments on retained earnings were necessary as of January 1, 2019. The most significant impact of adopting the new standard was the recognition of right-of-use assets and lease liabilities for operating leases. The accounting for finance leases remains substantially unchanged.
58
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INTANGIBLE ASSETS
Goodwill isIndefinite-lived intangible assets are not amortized; instead it isamortized and are evaluated for impairment individually at the beginning of the fourth quarter of every year, or more frequently whenever indicators of potential impairment exist. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include deterioration in general economic conditions, negative developments in equity and credit markets, adverse changes in the markets in which an entity operates, increases in input costs that have a negative effect on earnings and cash flows, or a trend of negative or declining cash flows over multiple periods, among others.
The Company performs its goodwill impairment test at the reporting unit level.
62
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In reviewing goodwill for impairment, the Company has the option to first assess qualitative factors to determine whether it is more likely than not (greater than 50%) that the fair value of a reporting unitindefinite-lived intangible assets is less than itstheir carrying amount including goodwill. In performing the qualitative assessment, the Company may identify the relevant drivers of fair value of a reporting unit and the relevant events and circumstances that may have an impact on those drivers of fair value and assesses their impact on the fair value of the reporting unit.amounts. To carry out the qualitative assessment, the Company considers elements such as the results of recent fair value assessments, macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, specific events affecting the Company and the business. The identification and impact assessment of events and circumstances on the fair value involves significant judgment and assumptions. If a qualitative assessment is performed and after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, then it performs the quantitative goodwill impairment test. The Company can also elect to bypass the qualitative assessment and proceed directly to the quantitative goodwill impairment test.
The quantitative goodwill impairment test is performed by comparing the fair value of the reporting unit with its carrying value including goodwill and recognizing an impairment charge for the amount by which the carrying value exceeds the fair value. The impairment charge is limited to the total amount of goodwill allocated to the reporting unit.
Significant judgment is required to estimate the fair value of a reporting unit. The Company uses an income approach to determine the fair value of a reporting unit. Under the income approach, the Company estimates the fair value of a reporting unit based on the present value of estimated future cash flows. Key estimates supporting the cash flow projections include, but are not limited to, management’s assessment of industry and market conditions as well as its estimates of revenue growth rates and profit margins, economic indicators, tax rates and capital expenditures. Assumptions used in the impairment evaluations are consistent with internal projections and operating plans. Analysis of the sensitivities of the fair value estimate to changes in assumptions are also performed. Unanticipated market and macroeconomic events and circumstances may occur and could affect the accuracy and validity of management assumptions and estimates.
Indefinite-lived intangible assets are not amortized and are evaluated for impairment individually at the beginning of the fourth quarter of every year, or more frequently whenever indicators of potential impairment exist. The Company has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of indefinite-lived intangible assets are less than their carrying amounts. The qualitative assessment follows the same process as the one performed for goodwill, as described above. If, a qualitative assessment is performed and after assessing the qualitative factors, the Company determines that it is more likely than not that the fair value of the indefinite-lived intangible assets areis less than their carrying amounts, then a quantitative impairment test is required. The Company can also elect to proceed directly to the quantitative test. The quantitative impairment test consists of comparing the fair value of the indefinite livedindefinite-lived intangible assets determined using a variety of methodologies to their carrying amount. If the carrying amounts of the indefinite-lived intangible assets exceed their fair value, an impairment loss is recognized in an amount equal to that excess.
Indefinite-lived intangible assets include trade names related to Attends®, IncoPack®, Indasec® and Reassure®, catalog rights related to Laboratorios Indas S.A.U., license rights related to Xerox and water rights. The Company reviews its indefinite-lived intangible assets each reporting period to determine whether events and circumstances continue to support indefinite useful lives.
Definite-lived intangible assets are stated at cost less amortization and are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Definite-lived intangible assets include water rights, customer relationships, technology non-compete agreements as well as license rights,non-compete agreements, which are being amortized using the straight-line method over their respective estimated useful lives. Any potential impairment for definite-lived intangible assets will be calculated in the same manner as disclosed under impairment of property, plant and equipment.long-lived assets.
63
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Amortization is based on the following useful lives:
|
| Useful life |
Water rights |
| 40 years |
Customer relationships |
|
|
Technology |
| 7 to 20 years |
Non-Compete agreements |
| 9 years |
|
|
|
OTHER ASSETS
Other assets are recorded at cost.
DEBT ISSUANCE COSTS
Debt issuance costs are presented in the Consolidated Balance Sheets as a direct deduction from the carrying value of long-term debt. Debt issuance costs associated with revolving credit arrangements are presented in Other assets in the Consolidated Balance Sheets. Debt issuance costs are amortized using the effective rate method over the term of the related debt and included in Interest expense, net in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss).
59
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
ENVIRONMENTAL COSTSGUARANTEES
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 December 31, 2020, 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 December 31, 2020, we have not recorded a liability associated with these indemnifications, as we do not expect to make any payments pertaining to these indemnifications.
CONTRACTUAL OBLIGATIONS AND ASSET RETIREMENT OBLIGATIONSCOMMERCIAL COMMITMENTS
In the normal course of business, we enter into certain contractual obligations and commercial commitments. The following tables provide our obligations and commitments at December 31, 2020:
CONTRACT TYPE |
| 2021 |
|
| 2022 |
|
| 2023 |
|
| 2024 |
|
| 2025 |
|
| THEREAFTER |
|
| TOTAL |
| |||||||
(in millions of dollars) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt (excluding interest) |
|
| 12 |
|
|
| 312 |
|
|
| 12 |
|
|
| 12 |
|
|
| 246 |
|
| $ | 500 |
|
| $ | 1,094 |
|
Finance leases and other (including interest) |
|
| 1 |
|
|
| 2 |
|
|
| 2 |
|
|
| 2 |
|
|
| 1 |
|
|
| 5 |
|
|
| 13 |
|
Operating leases |
|
| 20 |
|
|
| 18 |
|
|
| 15 |
|
|
| 10 |
|
|
| 6 |
|
|
| 9 |
|
|
| 78 |
|
Long-term income taxes payable (1) |
|
| 3 |
|
|
| 3 |
|
|
| 6 |
|
|
| 8 |
|
|
| 10 |
|
|
| — |
|
|
| 30 |
|
Total obligations |
| $ | 36 |
|
| $ | 335 |
|
| $ | 35 |
|
| $ | 32 |
|
| $ | 263 |
|
| $ | 514 |
|
|
| 1,215 |
|
COMMITMENT TYPE |
| 2021 |
|
| 2022 |
|
| 2023 |
|
| 2024 |
|
| 2025 |
|
| THEREAFTER |
|
| TOTAL |
| |||||||
(in millions of dollars) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other commercial commitments (2) |
| $ | 155 |
|
| $ | 10 |
|
| $ | 6 |
|
|
| 6 |
|
|
| — |
|
|
| 2 |
|
| $ | 179 |
|
(1) | In connection with the U.S. Tax Reform, we have remaining liabilities of $30 million in repatriation tax to pay through 2025. See Note 10 “Income Taxes” for additional information on the U.S. Tax Reform. |
(2) | Includes commitments to purchase property, plant and equipment, roundwood, wood chips, gas and certain chemicals. Purchase orders in the normal course of business are excluded. |
In addition, we expect to contribute a minimum total amount of $13 million to the pension plans in 2021 and a minimum total amount of $4 million in 2021 to the other post-retirement benefits plans.
For 2021 and the foreseeable future, we expect cash flows from operations and from our various sources of financing to be sufficient to meet our contractual obligations and commercial commitments.
RECENT ACCOUNTING PRONOUNCEMENTS
Refer to Item 8, Financial Statements and Supplementary Data under Note 2 “Recent Accounting Pronouncements”.
CRITICAL ACCOUNTING ESTIMATES AND POLICIES
Our principal accounting policies are described in Item 8, Financial Statements and Supplementary Data, under Note 1 “Summary of Significant Accounting Policies”. Notes referenced in this section are included in Item 8, Financial Statements and Supplementary Data.
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, intangible assets impairment, pension and other post-retirement benefit plans, income taxes and contingencies related to legal claims. 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 as set forth in Note 1 “Summary of Significant Accounting Policies”, 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.
Environmental expendituresMatters and Asset Retirement Obligations
We maintain provisions for estimated environmental costs when remedial efforts are probable and can be reasonably estimated. Environmental provisions relate mainly to air emissions, effluent treatment, air emission, silvicultural activities and site remediation (together referred to as “environmental matters”). The environmental matters) are expensed or capitalized depending on their future economic benefit. Incost estimates reflect assumptions and judgments as to probable nature, magnitude and timing of required investigation, remediation and monitoring activities, as well as contribution by other responsible parties. Additional information regarding environmental matters is available in Note 22 “Commitments and Contingencies”.
While we believe that we have determined the normal course of business, Domtar incurs certain operating costs for environmental matters likely to be incurred, based on known information, our ongoing efforts to identify potential environmental concerns that are expensed as incurred. Expenditures for property, plant and equipment that preventmay be associated with the properties may lead to future environmental impacts are capitalizedinvestigations. These efforts may result in the determination of additional environmental costs and amortizedliabilities, which cannot be reasonably estimated at this time. In addition, environmental laws and regulations and interpretation by regulatory authorities could change which could result in significant changes to our estimates. For further details on a straight-line basis over 10 to 40 years. Provisions for“Climate change regulation” and other environmental matters are not discounted, duerefer to uncertainty with respect to timing of expenditures,Note 22 “Commitments and are recorded when remediation efforts are probable and can be reasonably estimated.Contingencies”.
Asset retirement obligations are mainly associated with landfill operation and closure, asbestos containment and removaldredging of settling ponds and bark pile management and are recognized,management. We recognize asset retirement obligations, at fair value, in the period in which Domtar incurswe incur a legal obligation associated with the retirement of an asset. ConditionalThe fair value is based on the expected cash flow approach, in which multiple cash flow scenarios that reflect a range of possible outcomes are considered. Probabilities are applied to each of the cash flow scenarios to arrive at an expected cash flow. The estimated cash flows are then discounted using a credit adjusted risk-free interest rate in combination with business-specific and other relevant risks to discount the cash flow. The rates used vary between 4.7% and 12.0%.
Cash flow estimates incorporate assumptions that marketplace participants would use in their estimates of fair value, whenever that information is available without undue cost and effort. If unavailable, assumptions are based on internal experts, third-party engineers’ studies and historical experience in remediation work. As at December 31, 2020, we had an asset retirement obligation provision of $14 million for 12 locations (2019 – $13 million).
As at December 31, 2020, we had a total provision of $47 million for environmental matters and asset retirement obligations are recognized, at fair value, when the fair value(2019 – $35 million). Certain of these amounts have been discounted due to more certainty of the liability can be reasonably estimated or on a probability-weighted discounted cash flow estimate. The associated costs are capitalized as parttiming of the carrying value of the related asset and depreciated over its remaining useful life. The liability is accretedexpenditures using the credit adjusted risk-free interest rate for the corresponding period until the settlement date. The rates used vary, based on the prevailing rate at the moment of recognition of the liability and on its settlement period. Additional costs, not known or identified, 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 our financial position, result of operations or cash flows.
Impairment of Property Plant and Equipment, Operating lease right-of-use assets and Definite-Lived Intangible Assets
Property, plant and equipment, operating lease right-of-use assets and definite-lived intangible assets are reviewed for impairment upon the occurrence of events or changes in circumstances indicating that, at the lowest level of determinable cash flows, the carrying value of the assets may not be recoverable. Step I of the impairment test assesses if the carrying value of the assets exceeds their estimated undiscounted future cash flows in order to assess if the property, plant and equipment, operating lease right-of-use assets and definite-lived intangible assets are impaired. In the event the estimated undiscounted future cash flows are lower than the net book value of the assets, a Step II impairment test must be carried out to determine the impairment charge. In Step II, the assets are written down to their estimated fair values. Given that there is generally no readily available quoted value for our property, plant and equipment, operating lease right-of-use assets and definite-lived intangible assets, we determine fair value of our assets based on the present value of estimated future cash flows expected from their use and eventual disposition, and by using the liquidation or salvage value in the case of idled assets. The fair value estimate in Step II is based on the undiscounted cash flows used in Step I.
Estimates of undiscounted future cash flows used to discounttest the cash flow.recoverability of the property, plant and equipment, operating lease right-of use assets and definite-lived intangible assets includes key assumptions related to selling prices, inflation-adjusted cost projections, forecasted exchange rates (when applicable) and estimated useful life. Changes in our assumptions and estimates may affect our forecasts and may lead to an outcome where impairment charges would be required. In addition, actual results may vary from our forecasts, and such variations may be material and unfavorable, thereby triggering the need for future impairment tests where our conclusions may differ in reflection of prevailing market conditions.
Useful Lives
On a regular basis, we review the estimated useful lives of our property, plant and equipment and our definite-lived intangible assets. Assessing the reasonableness of the estimated useful lives of property, plant and equipment and definite-lived intangible assets requires judgment and is based on currently available information. Changes in circumstances such as technological advances, changes to our business strategy, changes to our capital strategy or changes in regulation can result in useful lives differing from our estimates. Revisions to the estimated useful lives of property, plant and equipment and definite-lived intangible assets constitute a change in accounting estimate and are dealt with prospectively by amending depreciation and amortization rates.
A change in the remaining estimated useful life of a group of assets, or their estimated net salvage value, will affect the depreciation or amortization rate used to depreciate or amortize the group of assets and thus affect depreciation or amortization expense as reported in our results of operations. In 2020, we recorded depreciation and amortization expense of $223 million compared to $231 million in 2019. At December 31, 2020, we had property, plant and equipment with a net book value of $2,023 million (2019 – $2,223 million) and definite-lived intangible assets, net of amortization, of $19 million (2019 – $20 million).
In 2020, we recognized $136 million of accelerated depreciation, mostly related to our announced permanent closure of our uncoated freesheet manufacturing at Kingsport, Tennessee and Port Huron, Michigan mills, the remaining paper machine at the Ashdown, Arkansas mill and the converting center in Ridgefield, Tennessee.
In the third quarter of 2019, we announced the permanent closure of two paper machines. These closures took place at our Ashdown, Arkansas pulp and paper mill and our Port Huron, Michigan paper mill. As a result, we recognized $32 million of accelerated depreciation in 2019.
Closure and Restructuring Costs
Closure and restructuring costs are recognized as liabilities in the period when they are incurred and are measured at their fair value. For such recognition to occur, management, with the appropriate level of authority, must have approved and committed to a firm plan
and appropriate communication to those affected must have occurred. These provisions may require an estimation of costs such as severance and termination benefits, pension and related curtailments, environmental remediation and may also include expenses related to demolition and outplacement. Actions taken may also require an evaluation of any remaining assets to determine required impairments, if any, and a review of estimated remaining useful lives which may lead to accelerated depreciation expense.
Estimates of cash flows and fair value relating to closures and restructuring require judgment. Closure and restructuring liabilities are based on management’s best estimates of future events. Although we do not anticipate significant changes, actual costs may differ from these estimates due to subsequent business developments. As such, additional costs and further impairment charges may be required in future periods.
During 2020, we recorded $136 million of accelerated depreciation under Impairment of long-lived assets on the Consolidated Statement of Earnings (Loss) and Comprehensive Income (Loss). Additionally, we recorded $34 million of severance and termination costs, $31 million of inventory obsolescence and $34 million of other costs, under Closure and restructuring costs.
During 2019, we recorded $32 million of accelerated depreciation under Impairment of long-lived assets and $1 million of accelerated depreciation under Depreciation and amortization, on the Consolidated Statement of Earnings (Loss) and Comprehensive Income (Loss). Additionally, we recorded $3 million of severance and termination costs, $4 million of inventory obsolescence and $2 million of other costs, under Closure and restructuring costs in relation to the paper machine closures. Concurrently, with the Ashdown paper machine closure and related workforce reduction, management negotiated a voluntary early retirement program to reduce costs and put the mill in a stronger cost position in the long-term. We additionally recorded $13 million of severance and termination costs under Closure and restructuring costs.
Additional information can be found under Note 16 “Closure and Restructuring Costs and Impairment of Long-Lived Assets”.
Indefinite-lived intangible assets impairment assessment
Indefinite-lived intangible assets consist of license rights ($6 million) and water rights ($4 million). We test indefinite-lived intangible assets at the asset level. Indefinite-lived intangible assets are not amortized and are evaluated at the beginning of the fourth quarter of every year or more frequently whenever indicators of potential impairment exist. In connection with the Company's annual impairment testing in the fourth quarter of 2020, we performed a qualitative assessment for each indefinite-lived intangible asset (license rights and water rights). The qualitative assessments performed in the fourth quarter of 2020 indicated that the indefinite-lived intangible assets had fair values that exceeded their carrying amounts.
Pension Plans and Other Post-Retirement Benefit Plans
We have several defined contribution plans and multiemployer plans. The pension expense under these plans is equal to our contribution. Defined contribution pension expense was $39 million for the year ended December 31, 2020 (2019 – $39 million).
We sponsor both contributory and non-contributory U.S. and non-U.S. defined benefit pension plans. We also sponsor 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. In addition, we provide supplemental unfunded defined benefit pension plans and supplemental unfunded defined contribution pension plans to certain senior management employees.
We account for pensions and other post-retirement benefits in accordance with Compensation-Retirement Benefits Topic of the Financial Accounting Standards Board-Accounting Standards Committee which requires employers to recognize the overfunded or underfunded status of defined benefit pension plans as an asset or liability in its Consolidated Balance Sheets. Pension and other post-retirement benefit charges require assumptions in order to estimate the projected and accumulated benefit obligations. These assumptions require considerable management judgment and include:
- | Expected long-term rate of return on plan assets – used to estimate the growth and expected return on assets |
- | Discount rate – used to determine interest costs and the net present value of our obligations |
- | Rate of compensation increase – used to calculate the impact of future increases on our obligations |
- | Health care cost trends – used to calculate the impact of future health care costs on our obligations |
- | Employee related factors, such as mortality rates, turnover, retirement age and disabilities – used to determine the extent of our obligations |
Changes in these assumptions result in actuarial gains or losses, which are amortized over the expected average remaining service life of the active employee group covered by the plans, only to the extent that the unrecognized net actuarial gains and losses are in excess
of 10% of the greater of the projected benefit obligation and the market value of assets, over the average remaining service period of approximately ten years of the active employee group covered by the pension plans, and 12 years of the active employee group covered by the other post-retirement benefits plans.
An expected rate of return on plan assets of 4.6% was considered appropriate by management for the determination of pension expense for 2020. Effective January 1, 2021, we will use 4.4% as the expected return on plan assets, which reflects the current view of long-term investment returns. The overall expected long-term rate of return on plan assets is based on management’s best estimate of the long-term returns of the major asset classes (cash and cash equivalents, equities and bonds) weighted by the target allocation of assets at the measurement date, net of expenses. This rate includes an equity risk premium over government bond returns for equity investments and a value-added premium for the contribution to returns from active management. The sources used to determine management's best estimate of long-term returns are numerous and include country specific bond yields, which may be derived from the market using local bond indices or by analysis of the local bond market, and country-specific inflation and investment market expectations derived from market data and analysts' or governments' expectations, as applicable.
We set our discount rate assumption annually to reflect the rates available on high-quality, fixed income debt instruments, with a duration that is expected to match the timing and amount of expected benefit payments. High-quality debt instruments are corporate bonds with a rating of AA or better. The discount rates at December 31, 2020 for pension plans were estimated at 2.5% for the projected benefit obligation and 3.0% for the net periodic benefit cost for 2020 and for post-retirement benefit plans were estimated at 2.5% for the projected benefit obligation and 3.0% for the net periodic benefit cost for 2020.
We used a full yield curve approach to estimate the current service and interest cost components of net periodic benefit cost for Canadian pension plans and U.S. funded pension plans. The estimate of these components is made by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. We used this approach to provide a more precise measurement of current service and interest cost components by improving the correlation between projected benefit cash flows to the corresponding spot yield curve rates.
The rate of compensation increase is another significant assumption in the actuarial model for pension (set at 2.7% for the projected benefit obligation and 2.8% for the net periodic benefit cost) and for post-retirement benefit plans (set at 2.8% for the projected benefit obligation and 2.7% for the net periodic benefit cost) and is determined based upon our long-term plans for such increases.
For employee related factors, mortality rate tables tailored to our industry were used and the other factors reflect our historical experience and management’s best estimate regarding future expectations.
For measurement purposes, a 3.9% weighted average annual rate of increase in the per capita cost of covered health care benefits was assumed for 2020.
The following table provides a sensitivity analysis of the key weighted average economic assumptions used in measuring the projected pension benefit obligation, the accrued other post-retirement benefit obligation and related net periodic benefit cost for 2020. The sensitivity analysis should be used with caution as it is hypothetical and changes in each key assumption may not be linear. The sensitivities in each key variable have been calculated independently of each other.
|
| Pension |
|
| Other Post-Retirement Benefit |
| ||||||||||
PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS |
| Projected Benefit Obligation |
|
| Net Periodic Benefit Cost |
|
| Projected Benefit Obligation |
|
| Net Periodic Benefit Cost |
| ||||
(In millions of dollars) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected rate of return on assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impact of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1% increase |
| N/A |
|
|
| (14 | ) |
| N/A |
|
| N/A |
| |||
1% decrease |
| N/A |
|
|
| 14 |
|
| N/A |
|
| N/A |
| |||
Discount rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impact of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1% increase |
|
| (189 | ) |
|
| (7 | ) |
|
| (8 | ) |
|
| - |
|
1% decrease |
|
| 235 |
|
|
| 16 |
|
|
| 10 |
|
|
| - |
|
Our pension plan funding policy is to contribute annually the amount required to provide for benefits earned in the year and to fund solvency deficiencies, funding shortfalls and past service obligations over periods not exceeding those permitted by the applicable regulatory authorities. Past service obligations primarily arise from improvements to plan benefits. The other post-retirement benefit plans are not funded and contributions are made annually to cover benefit payments.
We expect to contribute a minimum total amount of $13 million in 2021 compared to $15 million in 2020 (2019 – $17 million) to the pension plans. We expect to contribute a minimum total amount of $4 million in 2021 compared to $4 million in 2020 to the other post-retirement benefit plans (2019 – $4 million).
Benefit obligations and fair values of plan assets as of December 31, 2020 for our pension and post-retirement plans were are follows:
|
| December 31, 2020 |
|
| December 31, 2019 |
| ||||||||||
|
|
|
|
|
| Other |
|
|
|
|
|
| Other |
| ||
|
| Pension |
|
| post-retirement |
|
| Pension |
|
| post-retirement |
| ||||
|
| plans |
|
| benefit plans |
|
| plans |
|
| benefit plans |
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Projected benefit obligation at end of year |
|
| (1,566 | ) |
|
| (67 | ) |
|
| (1,425 | ) |
|
| (63 | ) |
Fair value of assets at end of year |
|
| 1,594 |
|
|
| — |
|
|
| 1,465 |
|
|
| — |
|
Funded status |
|
| 28 |
|
|
| (67 | ) |
|
| 40 |
|
|
| (63 | ) |
For additional details on our pension plans and other post-retirement benefit plans, refer to Note 7 “Pension Plans and Other Post-Retirement Benefit Plans”.
Income Taxes
We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined according to differences between the carrying amounts and tax bases of the assets and liabilities. The change in the net deferred tax asset or liability is included in earnings. Deferred tax assets and liabilities are measured using enacted tax rates and laws expected to apply in the years in which assets and liabilities are expected to be recovered or settled. Deferred tax assets and liabilities are classified as non-current items on the Consolidated Balance Sheets. For these years, a projection of taxable income and an assumption of the ultimate recovery or settlement period for temporary differences are required. The projection of future taxable income is based on management’s best estimate and may vary from actual taxable income.
We assess the need to establish a valuation allowance for deferred tax assets and, if it is deemed more likely than not that our deferred tax assets will not be realized based on these taxable income projections, a valuation allowance is recorded. In general, “realization” refers to the incremental benefit achieved through the reduction in future taxes payable or an increase in future taxes refundable from the deferred tax assets. Evaluating the need for an amount of a valuation allowance for deferred tax assets often requires significant judgment. All available evidence, both positive and negative, should be considered to determine whether, based on the weight of that evidence, a valuation allowance is needed. In our evaluation process, we give the most weight to historical income or losses. After evaluating all available positive and negative evidence, although realization is not assured, we determined that it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets, with the exception of certain state credits and losses for which a valuation allowance of $13 million exists at December 31, 2020, the tax basis difference in our assets held of sale (U.S. and foreign) for which a valuation allowance of $44 million exists at December 31, 2020, and certain foreign loss carryforwards for which a valuation allowance of $7 million exists at December 31, 2020. Of this amount, $47 million unfavorably impacted tax expense and the effective tax rate for 2020 (2019 –$5 million).
Our deferred tax assets are mainly composed of temporary differences related to various accruals, accounting provisions, pension and post-retirement benefit liabilities, net operating loss carryforwards, and available tax credits. Our deferred tax liabilities are mainly composed of temporary differences pertaining to property, plant and equipment, intangible assets, leases and other items. Estimating the ultimate settlement period requires judgment. The reversal of timing differences is expected at enacted tax rates, which could change due to changes in income tax laws or the introduction of tax changes through the presentation of annual budgets by different governments. As a result, a change in the timing and the income tax rate at which the components will reverse could materially affect deferred tax expense in our future results of operations.
In addition, U.S. and foreign tax rules and regulations are subject to interpretation and require judgment that may be challenged by taxation authorities. To the best of our knowledge, we have adequately provided for our future tax consequences based upon current facts and circumstances and current tax law. In accordance with Income Taxes Topic of FASB ASC 740, we evaluate new tax positions that result in a tax benefit to us and determine the amount of tax benefits that can be recognized. The remaining unrecognized tax benefits are evaluated on a quarterly basis to determine if changes in recognition or classification are necessary. Significant changes in the amount of unrecognized tax benefits expected within the next 12 months are disclosed quarterly. Future
recognition of unrecognized tax benefits would impact the effective tax rate in the period the benefits are recognized. At December 31, 2020, we had gross unrecognized tax benefits of approximately $23 million (2019 – $28 million). These amounts represent the gross amount of exposure in individual jurisdictions and do not reflect any additional benefits expected to be realized if such positions were sustained, such as federal deduction that could be realized if an unrecognized state deduction was not sustained. As of December 31, 2020, we believe it is reasonably possible that up to $4 million of our unrecognized tax benefits may be recognized in 2021, which could impact the effective tax rate. However, the amount and timing of the recognition of these benefits is subject to some uncertainty. In addition, a number of countries are actively pursuing changes to their tax laws applicable to corporation multinationals, such as the U.S. Tax Reform, enacted in 2017. Finally, foreign governments may enact tax laws in response to the U.S. Tax Reform that could result in further changes to global taxation and materially impact our financial results.
We operate in multiple jurisdictions with complex tax policy and regulatory environments. U.S. and foreign tax rules and regulations are subject to interpretation and require judgment that may be challenged by taxation authorities.
Tax audits by their nature are often complex and can require several years to resolve. We have a number of audits in process in various jurisdictions. Although the resolution of these tax positions is uncertain, based on currently available information, we believe that we have adequately provided for our future tax consequences based upon current facts and circumstances and current tax law, and we believe that the ultimate outcomes will not have a material adverse effect on our financial position, results of operations or cash flows. For further details refer to Note 10 “Income Taxes”.
Contingencies related to legal claims
As discussed in Item 1A Risk Factors, under the risk “Failure to comply with applicable laws and regulations could have a material adverse effect on our business, financial results or condition” and in Note 22 “Commitments and Contingencies”, we are subject to various legal proceedings and claims that arise in the ordinary course of business. We record a liability when it is probable that a loss has been incurred, and the amount is reasonably estimable. The most likely cost to be incurred is accrued based on an evaluation of the then available facts with respect to each matter. When no amount within a range of estimates is more likely, the minimum is accrued. There is significant judgment required in both the probability determination and as to whether an exposure can be reasonably estimated. For further details on “Contingencies” and legal claims refer to Note 22 “Commitments and Contingencies”.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Our operating income can be impacted by the following sensitivities:
SENSITIVITY ANALYSIS |
|
|
|
|
(In millions of dollars, unless otherwise noted) |
|
|
|
|
Each $10/unit change in the selling price of the following products1: |
|
|
|
|
Papers |
|
|
|
|
Business Papers |
| $ | 10 |
|
Commercial Print & Publishing Papers |
|
| 8 |
|
Specialty & Packaging Papers |
|
| 4 |
|
Pulp - net position |
|
|
|
|
Softwood |
| $ | 13 |
|
Fluff |
|
| 8 |
|
Hardwood |
|
| - |
|
Foreign exchange |
|
|
|
|
(US $0.01 change in relative value to the Canadian dollar before hedging) |
|
| 11 |
|
Energy 2 |
|
|
|
|
Natural gas: $0.25/MMBtu change in price before hedging |
|
| 6 |
|
1 | Based on estimated 2021 capacity (ST or ADMT). |
2 | Based on estimated 2021 consumption levels. The allocation between energy sources may vary during the year in order to take advantage of market conditions. |
Note that we may, from time to time, hedge part of our foreign exchange, and energy positions, which may therefore impact the above sensitivities.
In the normal course of business, we are exposed to certain financial risks. We do not use derivative instruments for speculative purposes; although all derivative instruments purchased to minimize risk may not qualify for hedge accounting.
CREDIT RISK
We are exposed to credit risk on accounts receivables from our customers. In order to reduce this risk, we review new customers’ credit history before granting credit and conduct regular reviews of existing customers’ credit performance. As of December 31, 2020, two of our customers located in the U.S. represented 15% or $58 million, and 12% or $46 million, respectively, of our receivables (December 31, 2019– two customers located in the U.S. represented 14% or $66 million and 13% or $65 million, respectively).
We are exposed to credit risk in the event of non-performance by counterparties to our financial instruments. We attempt 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
We are exposed to interest rate risk arising from fluctuations in interest rates on our cash and cash equivalents, bank indebtedness, revolving credit facility, securitization, term loan and long-term debt. Our 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 our overall borrowing costs. We may manage this interest rate exposure through the use of derivative instruments such as interest rate swap contracts, whereby we agree to exchange the difference between fixed and variable interest amounts calculated by reference to an agreed upon notional principal amount.
The Financial Conduct Authority in the United Kingdom plans to phase out LIBOR by the end of 2021. We do not anticipate a significant impact to our financial position from the planned phase out of LIBOR.
COST RISK
Cash flow hedges
We are exposed to price volatility for raw materials and energy used in our manufacturing process. We manage our exposure to cost risk primarily through the use of supplier contracts. We purchase 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, we may utilize derivatives to fix the price of forecasted natural gas purchases. The 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 36 months.
FOREIGN CURRENCY RISK
Cash flow hedges
We have manufacturing operations in the U.S. and Canada. As a result, we are exposed to movements in foreign currency exchange rates in Canada. Moreover, certain assets and liabilities are denominated in Canadian dollars and are exposed to foreign currency movements. Accordingly, our earnings are affected by increases or decreases in the value of the Canadian dollar. 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 forecasted purchases in Canadian dollars by our Canadian subsidiary over the next 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.
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Management’s Reports to Shareholders of Domtar Corporation
Management’s Report on Financial Statements and Practices
The accompanying Consolidated Financial Statements of Domtar Corporation and its subsidiaries (the “Company”) were prepared by management. The statements were prepared in accordance with accounting principles generally accepted in the United States of America and include amounts that are based on management’s best judgments and estimates. Management is responsible for the completeness, accuracy and objectivity of the financial statements. The other financial information included in the annual report is consistent with that in the financial statements.
Management has established and maintains a system of internal accounting and other controls for the Company and its subsidiaries. This system and its established accounting procedures and related controls are designed to provide reasonable assurance that assets are safeguarded, that the books and records properly reflect all transactions, that policies and procedures are implemented by qualified personnel, and that published financial statements are properly prepared and fairly presented. The Company’s system of internal control is supported by written policies and procedures, contains self-monitoring mechanisms, and is audited by the internal audit function. Appropriate actions are taken by management to correct deficiencies as they are identified.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Management has evaluated the effectiveness of internal control over financial reporting, using the criteria established in 2013 Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Based on the assessment, management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 2020, based on criteria in Internal Control – Integrated Framework issued in 2013 by the COSO.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2020 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein.
64Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Domtar Corporation:
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Domtar Corporation and its subsidiaries (the “Company”) as of December 31, 2020 and 2019, and the related consolidated statements of earnings (loss) and comprehensive income (loss), of shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2020, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2020 appearing after the list of exhibits under Item 15(a)(3) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Indefinite Lived Intangible Assets Impairment Assessment - Personal Care Segment
As described in Notes 1 and 3 to the consolidated financial statements, the Company classified the Personal Care business as a disposal group held for sale in the fourth quarter of 2020. As of December 31, 2020, net indefinite lived intangible assets in the disposal group held for sale totaled approximately $290 million. Management measured the indefinite lived intangible assets included in the disposal group held for sale at the lower of the carrying value or the fair value less any costs to sell. Management performed quantitative impairment tests for each Personal Care indefinite-lived intangible asset, which included comparing the fair value of the indefinite-lived intangible asset to its carrying amount. Fair value of the indefinite lived intangible assets is derived using an income approach that is a relief from royalty model. Key estimates supporting the cash flow projections used in the estimation of fair value include, but are not limited to, management's assessment of industry and market conditions, as well as its estimates of revenue growth rates, royalty rates, tax rates and discount rates.
The principal considerations for our determination that performing procedures relating to the indefinite-lived intangible assets impairment assessment, specifically for the Personal Care segment, is a critical audit matter are (i) the significant judgment by management when developing the fair value measurement of the indefinite lived intangible assets included in the disposal group held for sale; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates and royalty rates; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s impairment assessment of the Personal Care indefinite-lived intangible assets included in the disposal group held for sale, including controls over the development of assumptions relating to cash flow projections, revenue growth rates, royalty rates, tax rates, and discount rates utilized in the valuation of the intangible assets. These procedures also included, among others (i) testing management’s process for determining the fair value measurements of the Personal Care segment indefinite-lived intangible assets included in the disposal group; (ii) evaluating the appropriateness of the income approach based on a relief from royalty model; (iii) testing the completeness and accuracy of the underlying data used in the model; and (iv) evaluating the reasonableness of significant assumptions used by management related to revenue growth rates and royalty rates. Evaluating management’s assumptions related to revenue growth rates and royalty rates involved evaluating whether the assumptions used were reasonable considering (i) the current and past performance of the segment; and (ii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the Company’s income approach based on the relief from royalty model, and evaluating the appropriateness of the royalty rates assumption.
/s/ PricewaterhouseCoopers LLP
Charlotte, North Carolina
March 1, 2021
We have served as the Company’s auditor since 2007.
DOMTAR CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) AND COMPREHENSIVE INCOME (LOSS)
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
|
| Year ended December 31, |
|
| Year ended December 31, |
|
| Year ended December 31, |
| |||
|
| 2020 |
|
| 2019 |
|
| 2018 |
| |||
|
| $ |
|
| $ |
|
| $ |
| |||
Sales |
|
| 3,652 |
|
|
| 4,369 |
|
|
| 4,565 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales, excluding depreciation and amortization |
|
| 3,125 |
|
|
| 3,610 |
|
|
| 3,638 |
|
Depreciation and amortization |
|
| 223 |
|
|
| 231 |
|
|
| 241 |
|
Selling, general and administrative |
|
| 253 |
|
|
| 291 |
|
|
| 292 |
|
Impairment of long-lived assets (NOTE 16) |
|
| 136 |
|
|
| 32 |
|
|
| 0 |
|
Closure and restructuring costs (NOTE 16) |
|
| 99 |
|
|
| 22 |
|
|
| 0 |
|
Other operating (income) loss, net (NOTE 8) |
|
| (7 | ) |
|
| 4 |
|
|
| (1 | ) |
|
|
| 3,829 |
|
|
| 4,190 |
|
|
| 4,170 |
|
Operating (loss) income |
|
| (177 | ) |
|
| 179 |
|
|
| 395 |
|
Interest expense, net (NOTE 9) |
|
| 58 |
|
|
| 52 |
|
|
| 62 |
|
Non-service components of net periodic benefit cost (NOTE 7) |
|
| (17 | ) |
|
| 23 |
|
|
| (18 | ) |
(Loss) earnings before income taxes and equity loss |
|
| (218 | ) |
|
| 104 |
|
|
| 351 |
|
Income tax (benefit) expense (NOTE 10) |
|
| (76 | ) |
|
| 17 |
|
|
| 68 |
|
Equity loss, net of taxes |
|
| 3 |
|
|
| 2 |
|
|
| 2 |
|
(Loss) earnings from continuing operations |
|
| (145 | ) |
|
| 85 |
|
|
| 281 |
|
Earnings (loss) from discontinued operations, net of taxes (NOTE 3) |
|
| 18 |
|
|
| (1 | ) |
|
| 2 |
|
Net (loss) earnings |
|
| (127 | ) |
|
| 84 |
|
|
| 283 |
|
Per common share (in dollars) (NOTE 6) |
|
|
|
|
|
|
|
|
|
|
|
|
Basic net (loss) earnings |
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) earnings from continuing operations |
|
| (2.62 | ) |
|
| 1.39 |
|
|
| 4.47 |
|
Earnings (loss) from discontinued operations |
|
| 0.33 |
|
|
| (0.02 | ) |
|
| 0.03 |
|
Basic net (loss) earnings |
|
| (2.29 | ) |
|
| 1.37 |
|
|
| 4.50 |
|
Diluted net (loss) earnings |
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) earnings from continuing operations |
|
| (2.62 | ) |
|
| 1.39 |
|
|
| 4.45 |
|
Earnings (loss) from discontinued operations |
|
| 0.33 |
|
|
| (0.02 | ) |
|
| 0.03 |
|
Diluted net (loss) earnings |
|
| (2.29 | ) |
|
| 1.37 |
|
|
| 4.48 |
|
Weighted average number of common shares outstanding (millions) |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
| 55.4 |
|
|
| 61.2 |
|
|
| 62.9 |
|
Diluted |
|
| 55.4 |
|
|
| 61.4 |
|
|
| 63.1 |
|
Cash dividends per common share |
|
| 0.91 |
|
|
| 1.78 |
|
|
| 1.72 |
|
Net (loss) earnings |
|
| (127 | ) |
|
| 84 |
|
|
| 283 |
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
Net derivative gains (losses) on cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
Net gains (losses) arising during the period, net of tax $(9) (2019 – $(3); 2018 – $10) |
|
| 27 |
|
|
| 11 |
|
|
| (30 | ) |
Less: Reclassification adjustment for losses (gains) included in net (loss) earnings, net of tax of $(4) (2019 – $(3); 2018 – $1) |
|
| 12 |
|
|
| 8 |
|
|
| (2 | ) |
Foreign currency translation adjustments |
|
| 63 |
|
|
| 21 |
|
|
| (91 | ) |
Change in unrecognized (losses) gains and prior service cost related to pension and post-retirement benefit plans, net of tax of $4 (2019 – $(13); 2018 – $3) |
|
| (13 | ) |
|
| 34 |
|
|
| (8 | ) |
Other comprehensive income (loss) |
|
| 89 |
|
|
| 74 |
|
|
| (131 | ) |
Comprehensive (loss) income |
|
| (38 | ) |
|
| 158 |
|
|
| 152 |
|
The accompanying notes are an integral part of the consolidated financial statements.
DOMTAR CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
|
| At |
| |||||
|
| December 31, |
|
| December 31, |
| ||
|
| 2020 |
|
| 2019 |
| ||
|
| $ |
|
| $ |
| ||
Assets |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
| 309 |
|
|
| 61 |
|
Receivables, less allowances of $6 and $4 |
|
| 380 |
|
|
| 482 |
|
Inventories (NOTE 11) |
|
| 630 |
|
|
| 663 |
|
Prepaid expenses |
|
| 50 |
|
|
| 29 |
|
Income and other taxes receivable |
|
| 54 |
|
|
| 56 |
|
Assets held for sale (NOTE 3) |
|
| 1,133 |
|
|
| 227 |
|
Total current assets |
|
| 2,556 |
|
|
| 1,518 |
|
Property, plant and equipment, net (NOTE 12) |
|
| 2,023 |
|
|
| 2,223 |
|
Operating lease right-of-use assets (NOTE 13) |
|
| 59 |
|
|
| 58 |
|
Intangible assets, net (NOTE 14) |
|
| 29 |
|
|
| 30 |
|
Other assets (NOTE 15) |
|
| 189 |
|
|
| 163 |
|
Non-current assets held for sale (NOTE 3) |
|
| — |
|
|
| 911 |
|
Total assets |
|
| 4,856 |
|
|
| 4,903 |
|
|
|
|
|
|
|
|
|
|
Liabilities and shareholders' equity |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Bank indebtedness |
|
| — |
|
|
| 9 |
|
Trade and other payables (NOTE 17) |
|
| 484 |
|
|
| 580 |
|
Income and other taxes payable |
|
| 15 |
|
|
| 15 |
|
Operating lease liabilities due within one year (NOTE 13) |
|
| 20 |
|
|
| 18 |
|
Long-term debt due within one year (NOTE 19) |
|
| 13 |
|
|
| 1 |
|
Liabilities held for sale (NOTE 3) |
|
| 295 |
|
|
| 143 |
|
Total current liabilities |
|
| 827 |
|
|
| 766 |
|
Long-term debt (NOTE 19) |
|
| 1,084 |
|
|
| 937 |
|
Operating lease liabilities (NOTE 13) |
|
| 50 |
|
|
| 40 |
|
Deferred income taxes and other (NOTE 10) |
|
| 321 |
|
|
| 360 |
|
Other liabilities and deferred credits (NOTE 20) |
|
| 314 |
|
|
| 269 |
|
Long-term liabilities held for sale (NOTE 3) |
|
| — |
|
|
| 155 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (NOTE 22) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' equity (NOTE 21) |
|
|
|
|
|
|
|
|
Common stock $0.01 par value; authorized 2,000,000,000 shares; issued 65,001,104 and 65,001,104 shares |
|
| 1 |
|
|
| 1 |
|
Treasury stock $0.01 par value; 9,806,566 and 8,120,194 shares |
|
| — |
|
|
| — |
|
Additional paid-in capital |
|
| 1,717 |
|
|
| 1,770 |
|
Retained earnings |
|
| 846 |
|
|
| 998 |
|
Accumulated other comprehensive loss |
|
| (304 | ) |
|
| (393 | ) |
Total shareholders' equity |
|
| 2,260 |
|
|
| 2,376 |
|
Total liabilities and shareholders' equity |
|
| 4,856 |
|
|
| 4,903 |
|
The accompanying notes are an integral part of the consolidated financial statements.
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 |
| ||||||
|
|
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Balance at December 31, 2017 |
|
| 62.7 |
|
|
| 1 |
|
|
| 1,969 |
|
|
| 849 |
|
|
| (336 | ) |
|
| 2,483 |
|
Stock-based compensation, net of tax |
|
| 0.2 |
|
|
| — |
|
|
| 12 |
|
|
| — |
|
|
| — |
|
|
| 12 |
|
Net earnings |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 283 |
|
|
| — |
|
|
| 283 |
|
Net derivative losses on cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net losses arising during the period, net of tax of $10 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (30 | ) |
|
| (30 | ) |
Less: Reclassification adjustment for gains included in net earnings, net of tax of $1 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (2 | ) |
|
| (2 | ) |
Foreign currency translation adjustments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (91 | ) |
|
| (91 | ) |
Change in unrecognized losses and prior service cost related to pension and post-retirement benefit plans, net of tax of $3 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (8 | ) |
|
| (8 | ) |
Cash dividends declared |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (109 | ) |
|
| — |
|
|
| (109 | ) |
Balance at December 31, 2018 |
|
| 62.9 |
|
|
| 1 |
|
|
| 1,981 |
|
|
| 1,023 |
|
|
| (467 | ) |
|
| 2,538 |
|
Stock-based compensation, net of tax |
|
| 0.2 |
|
|
| — |
|
|
| 8 |
|
|
| — |
|
|
| — |
|
|
| 8 |
|
Net earnings |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 84 |
|
|
| — |
|
|
| 84 |
|
Net derivative gains on cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gains arising during the period, net of tax of $(3) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 11 |
|
|
| 11 |
|
Less: Reclassification adjustment for losses included in net earnings, net of tax of $(3) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 8 |
|
|
| 8 |
|
Foreign currency translation adjustments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 21 |
|
|
| 21 |
|
Change in unrecognized gains and prior service cost related to pension and post-retirement benefit plans, net of tax of $(13) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 34 |
|
|
| 34 |
|
Stock repurchase |
|
| (6.2 | ) |
|
| — |
|
|
| (219 | ) |
|
| — |
|
|
| — |
|
|
| (219 | ) |
Cash dividends declared |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (109 | ) |
|
| — |
|
|
| (109 | ) |
Balance at December 31, 2019 |
|
| 56.9 |
|
|
| 1 |
|
|
| 1,770 |
|
|
| 998 |
|
|
| (393 | ) |
|
| 2,376 |
|
Stock-based compensation, net of tax |
|
| 0.1 |
|
|
| — |
|
|
| 6 |
|
|
| — |
|
|
| — |
|
|
| 6 |
|
Net loss |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (127 | ) |
|
| — |
|
|
| (127 | ) |
Net derivative gains on cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gains arising during the period, net of tax of $(9) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 27 |
|
|
| 27 |
|
Less: Reclassification adjustment for losses included in net loss, net of tax of $(4) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 12 |
|
|
| 12 |
|
Foreign currency translation adjustments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 63 |
|
|
| 63 |
|
Change in unrecognized losses and prior service cost related to pension and post-retirement benefit plans, net of tax of $4 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (13 | ) |
|
| (13 | ) |
Stock repurchase |
|
| (1.8 | ) |
|
| — |
|
|
| (59 | ) |
|
| — |
|
|
| — |
|
|
| (59 | ) |
Cash dividends declared |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (25 | ) |
|
| — |
|
|
| (25 | ) |
Balance at December 31, 2020 |
|
| 55.2 |
|
|
| 1 |
|
|
| 1,717 |
|
|
| 846 |
|
|
| (304 | ) |
|
| 2,260 |
|
The accompanying notes are an integral part of the consolidated financial statements
DOMTAR CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN MILLIONS OF DOLLARS)
|
| Year ended December 31, 2020 |
|
| Year ended December 31, 2019 |
|
| Year ended December 31, 2018 |
| |||
|
| $ |
|
| $ |
|
| $ |
| |||
Operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) earnings |
|
| (127 | ) |
|
| 84 |
|
|
| 283 |
|
Adjustments to reconcile net (loss) earnings to cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
| 283 |
|
|
| 293 |
|
|
| 308 |
|
Deferred income taxes and tax uncertainties (NOTE 10) |
|
| (45 | ) |
|
| (16 | ) |
|
| 13 |
|
Impairment of long-lived assets (NOTE 16) |
|
| 137 |
|
|
| 58 |
|
|
| 7 |
|
Impairment of inventory (NOTE 16) |
|
| 31 |
|
|
| 6 |
|
|
| 4 |
|
Net gains on disposals of property, plant and equipment |
|
| (1 | ) |
|
| — |
|
|
| (4 | ) |
Loss on classification as held for sale (NOTE 3) |
|
| 45 |
|
|
| — |
|
|
| — |
|
Stock-based compensation expense |
|
| 8 |
|
|
| 9 |
|
|
| 8 |
|
Equity loss, net |
|
| 3 |
|
|
| 2 |
|
|
| 2 |
|
Other |
|
| 4 |
|
|
| — |
|
|
| (1 | ) |
Changes in assets and liabilities, excluding the effect of acquisition of business |
|
|
|
|
|
|
|
|
|
|
|
|
Receivables |
|
| 99 |
|
|
| 96 |
|
|
| 18 |
|
Inventories |
|
| 7 |
|
|
| (22 | ) |
|
| (28 | ) |
Prepaid expenses |
|
| 11 |
|
|
| 2 |
|
|
| 2 |
|
Trade and other payables |
|
| (57 | ) |
|
| (67 | ) |
|
| 24 |
|
Income and other taxes |
|
| 13 |
|
|
| (43 | ) |
|
| (32 | ) |
Difference between employer pension and other post-retirement contributions and pension and other post-retirement expense |
|
| (4 | ) |
|
| 29 |
|
|
| (46 | ) |
Other assets and other liabilities |
|
| 4 |
|
|
| 11 |
|
|
| (4 | ) |
Cash flows from operating activities |
|
| 411 |
|
|
| 442 |
|
|
| 554 |
|
Investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
Additions to property, plant and equipment |
|
| (175 | ) |
|
| (255 | ) |
|
| (195 | ) |
Proceeds from disposals of property, plant and equipment |
|
| 3 |
|
|
| 1 |
|
|
| 5 |
|
Acquisition of business, net of cash acquired (NOTE 4) |
|
| (30 | ) |
|
| — |
|
|
| — |
|
Other |
|
| — |
|
|
| — |
|
|
| (6 | ) |
Cash flows used for investing activities |
|
| (202 | ) |
|
| (254 | ) |
|
| (196 | ) |
Financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
Dividend payments |
|
| (51 | ) |
|
| (110 | ) |
|
| (108 | ) |
Stock repurchase |
|
| (59 | ) |
|
| (219 | ) |
|
| — |
|
Net change in bank indebtedness |
|
| (10 | ) |
|
| 9 |
|
|
| — |
|
Change in revolving credit facility |
|
| (80 | ) |
|
| 80 |
|
|
| — |
|
Proceeds from receivables securitization facility |
|
| 25 |
|
|
| 205 |
|
|
| 85 |
|
Repayments of receivables securitization facility |
|
| (80 | ) |
|
| (200 | ) |
|
| (60 | ) |
Issuance of long-term debt |
|
| 300 |
|
|
| — |
|
|
| — |
|
Repayments of long-term debt |
|
| (7 | ) |
|
| (1 | ) |
|
| (301 | ) |
Other |
|
| (3 | ) |
|
| (1 | ) |
|
| 2 |
|
Cash flows provided from (used for) financing activities |
|
| 35 |
|
|
| (237 | ) |
|
| (382 | ) |
Net increase (decrease) in cash and cash equivalents |
|
| 244 |
|
|
| (49 | ) |
|
| (24 | ) |
Impact of foreign exchange on cash |
|
| 4 |
|
|
| (1 | ) |
|
| (4 | ) |
Cash and cash equivalents at beginning of year |
|
| 61 |
|
|
| 111 |
|
|
| 139 |
|
Cash and cash equivalents at end of year |
|
| 309 |
|
|
| 61 |
|
|
| 111 |
|
Supplemental cash flow information |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash payments (refund) for: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
| 52 |
|
|
| 46 |
|
|
| 57 |
|
Income taxes |
|
| (22 | ) |
|
| 59 |
|
|
| 71 |
|
The accompanying notes are an integral part of the consolidated financial statements.
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 | 55 | |
NOTE 2 | 62 | |
NOTE 3 | 63 | |
NOTE 4 | 66 | |
NOTE 5 | 67 | |
NOTE 6 | 71 | |
NOTE 7 | 72 | |
NOTE 8 | 81 | |
NOTE 9 | 82 | |
NOTE 10 | 83 | |
NOTE 11 | 88 | |
NOTE 12 | 89 | |
NOTE 13 | 90 | |
NOTE 14 | 92 | |
NOTE 15 | 93 | |
NOTE 16 | CLOSURE AND RESTRUCTURING COSTS AND IMPAIRMENT OF LONG-LIVED ASSETS | 94 |
NOTE 17 | 96 | |
NOTE 18 | CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT | 97 |
NOTE 19 | 99 | |
NOTE 20 | 101 | |
NOTE 21 | 102 | |
NOTE 22 | 104 | |
NOTE 23 | DERIVATIVES AND HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENT | 107 |
NOTE 24 | 112 | |
NOTE 25 | 115 |
54
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Domtar designs, manufactures, markets and distributes a wide variety of fiber-based products including communication papers, specialty and packaging papers and components of absorbent hygiene products. The foundation of its business is a network of wood fiber converting assets that produce paper grade, fluff and specialty pulp. The majority of this pulp production is consumed internally to manufacture paper with the balance sold as market pulp. Domtar is 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.
BASIS OF PRESENTATION
The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the year, the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements. On an ongoing basis, management reviews the estimates and assumptions, including but not limited to 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, based on currently available information. Actual results could differ from those estimates.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Domtar and its controlled subsidiaries. Intercompany transactions have been eliminated on consolidation. The equity method of accounting is used for investments in affiliates over which the Company has significant influence but does not have effective control.
DISCONTINUED OPERATIONS
The results of operations for the Personal Care business unit (disposal group) have been classified as discontinued operations for all periods presented in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss) as the disposal group met the criteria to be classified as held for sale in the fourth quarter and the disposal of the business unit represents a strategic shift that will have a major effect on the Company's operations and financial results. The after-tax results of operations of the discontinued operations (including the loss recognized on classification as held for sale are reported as a separate component in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss) for current and all prior periods presented. In addition, the related assets and liabilities of the disposal group have been classified as held for sale in the Consolidated Balance Sheets at December 31, 2020 and 2019.
TRANSLATION OF FOREIGN CURRENCIES
The Company determines its international subsidiaries’ functional currency by reviewing the currencies in which their respective operating activities occur. The Company translates assets and liabilities of its non-U.S. dollar functional currency subsidiaries into U.S. dollars using the rate in effect at the balance sheet date and revenues and expenses are translated at the average exchange rates during the year. Foreign currency translation gains and losses are included in Shareholders’ equity as a component of Accumulated other comprehensive loss in the accompanying Consolidated Balance Sheets.
Monetary assets and liabilities denominated in a currency that is different from a reporting entity’s functional currency must first be remeasured from the applicable currency to the legal entity’s functional currency. The effect of this remeasurement process is recognized in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss) and is partially offset by the Company’s hedging program (refer to Note 23 ���Derivatives and hedging activities and fair value measurement”).
55
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
STOCK-BASED COMPENSATION AND OTHER STOCK-BASED PAYMENTSREVENUE RECOGNITION
Domtar recognizesThe Company’s revenue is generated from the cost (netsale of estimated forfeitures)finished goods to customers. Revenue is recognized at a single point in time when the performance obligation is satisfied which occurs when the control over the goods is transferred to customers. For shipping and handling activities performed after customers obtain control of employee services receivedthe goods, the Company elected to account for these activities as fulfillment activities rather than assessing such activities as separate performance obligations. Accordingly, the sale of goods to customers represents a single performance obligation to which the entire transaction price is allocated.
The point in time when the control of goods is transferred to customers is largely dependent on delivery terms. Revenue is recorded at the time of shipment for delivery terms designated free on board (“f.o.b.”) shipping point. For sales transactions designated f.o.b. destination, revenue is recorded when the product is delivered to the customer’s delivery site.
Revenue is measured as the amount of consideration the Company expects to receive in exchange for awardsgoods transferred to customers. Revenue is recognized net of equity instruments overvariable consideration in the requisite service period,form of rebates, discounts and other commercial incentives extended to customers. Variable consideration is recognized using the most likely amounts which are based on their grant date fair value for awards accounted for as equityan analysis of historical experience and based on the quoted market value at the end of each reportingcurrent period for awards accounted for as liability.expectations. The Company awardsincludes estimated amounts of variable consideration in revenue to the extent that it is probable that there will not be a significant reversal of recognized revenue when the uncertainty related to that variable consideration is resolved.
For all the Company’s contracts, customer payments are accounteddue in less than one year. Accordingly, the Company does not adjust the amount of revenue recognized for as compensation expensethe effects of a significant financing component.
Sales taxes, and presented in Additional paid-in capital on the Consolidated Balance Sheets for equity type awards and presented in Other liabilities and deferred credits on the Consolidated Balance Sheets for liability type awards.other similar taxes, collected from customers are excluded from revenue.
SHIPPING AND HANDLING COSTS
The Company’s awards may be subject to market, performance and/or service conditions. Any consideration paid by plan participants on the exercise of stock options or the purchase of shares is credited to Additional paid-in capital in the Consolidated Balance Sheets. The par value included in the Additional paid-in capitalCompany classifies shipping and handling costs as a component of stock-based compensation is transferred to Common stock upon the issuanceCost of shares of common stock.
Stock options subject to service conditions vest pro rata on the first three anniversaries of the grant and have a seven-year term. Service and performance-based awards vest on the third anniversary of the grant. The performance-based awards have an additional feature where the ultimate number of units that vest will be determined by the Company’s performance results or shareholder return in relation to a predetermined target over the vesting period. Deferred Share Units vest immediately at the grant date and are remeasured at the end of each reporting period, until settlement, using the quoted market value.
Under the amended and restated Domtar Corporation 2007 Omnibus Incentive Plan (“Omnibus Plan”), a maximum of 1,541,838 shares are reserved for issuance in connection with awards to be granted.
DERIVATIVE INSTRUMENTS
Derivative instruments are utilized by Domtar as part of the overall strategy to manage exposure to fluctuations in foreign currency, interest rate and commodity price on certain purchases. As a matter of policy, derivatives are not used for trading or speculative purposes. All derivatives are recorded at fair value either as assets or liabilities. When derivative instruments have been designated within a hedge relationship and are highly effective in offsetting the identified risk characteristics of specific financial assets and liabilities or group of financial assets and liabilities, hedge accounting is applied. In a fair value hedge, changes in fair value of derivatives are recognizedsales in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss). The change
CLOSURE AND RESTRUCTURING COSTS
Closure and restructuring costs are recognized as liabilities in the period when they are incurred and are measured at their fair value. For such recognition to occur, management, with the appropriate level of authority, must have approved and committed to a firm plan and appropriate communication to those affected must have occurred. These provisions may require an estimation of costs such as severance and termination benefits, pension and related curtailments, environmental remediation and may also include expenses related to demolition and outplacement. Actions taken may also require an evaluation of any remaining assets to determine required impairments, if any, and a review of estimated remaining useful lives which may lead to accelerated depreciation expense.
Estimates of cash flows and fair value relating to closures and restructurings require judgment. Closure and restructuring liabilities are based on management’s best estimates of future events. Although the hedged item attributableCompany does not anticipate significant changes, the actual costs may differ from these estimates due to subsequent developments such as the hedged risk is also recordedresults of environmental studies, the ability to find a buyer for assets set to be dismantled and demolished and other business developments. As such, additional costs and further working capital adjustments may be required in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss) by way of a corresponding adjustment of the carrying amount of the hedged item recognized in the Consolidated Balance Sheets. In a cash flow hedge, changes in fair value of derivative instruments are recorded in Other comprehensive income (loss). These amounts are reclassified in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss) in the periods in which results are affected by the cash flows of the hedged item within the same line item. Any hedge ineffectiveness is recorded in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss) when incurred.future periods.
6556
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Domtar’s plans include fundedDomtar uses the asset and unfunded defined benefitliability method of accounting for income taxes. Under this method, deferred tax assets and defined contribution pension plans. Domtar recognizesliabilities are determined according to differences between the overfunded or underfunded statuscarrying amounts and tax bases of defined benefitthe assets and underfunded defined contribution pension plans as anliabilities. The Company records its worldwide tax provision based on the respective tax rules and regulations for the jurisdictions in which it operates. The change in the net deferred tax asset or liability is included in Income tax expense (benefit) or in Other comprehensive income (loss) in the Consolidated Balance Sheets. The net periodic benefit cost includes the following:
|
|
|
|
|
|
|
|
|
|
|
|
The defined benefit plan obligations are determined in accordance with the projected unit credit actuarial cost method.
OTHER POST-RETIREMENT BENEFIT PLANS
The Company recognizes the unfunded status of other post-retirement benefit plans (other than multiemployer plans) as a liability in the Consolidated Balance Sheets. These benefits, which are funded by Domtar as they become due, include life insurance programs, medical and dental benefits and short-term and long-term disability programs. The Company amortizes the cumulative net actuarial gains and losses in excess of 10% of the accrued benefit obligation at the beginning of the year over the average remaining service period of approximately 10 years of the active employee group covered by the plans.
BUSINESS COMBINATION
The Company applies the acquisition method of accounting in a business combination. This methodology requires companies to record assets acquired and liabilities assumed at their respective fair market values at the date of acquisition. The value is determined from the viewpoint of market participants. Any amount of the purchase price paid that is in excess of the estimated fair values of net assets acquired is recorded as Goodwill in the Consolidated Balance Sheets. Management's judgment is used to determine the estimated fair values assigned to assets acquired and liabilities assumed, as well as asset useful lives for property, plant and equipment and intangible assets, and can materially affect the Company's results of operations. Transaction costs, as well as costs to reorganize acquired companies, are expensed as incurred in the Company's Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss). Deferred tax assets and liabilities are measured using enacted tax rates and laws expected to apply in the years in which the assets and liabilities are expected to be recovered or settled. Uncertain tax positions are recorded based upon the Company’s evaluation of whether it is “more likely than not” (a probability level of more than 50%) that, based upon its technical merits, the tax position will be sustained upon examination by the taxing authorities. The Company establishes a valuation allowance for deferred tax assets when it is more likely than not that they will not be realized. In general, “realization” refers to the incremental benefit achieved through the reduction in future taxes payable or an increase in future taxes refundable from the deferred tax assets. Deferred tax assets and liabilities are classified as non-current items on the Consolidated Balance Sheets.
The Company recognizes interest and penalties related to income tax matters as a component of Income tax expense (benefit) in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss).
If and when incurred, the Company accounts for any taxes associated with Global Intangible Low-Taxed Income (“GILTI”) as a period cost.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash and short-term investments with original maturities of less than three months and are presented at cost which approximates fair value.
RECEIVABLES AND ALLOWANCES FOR CREDIT LOSSES
We establish allowances for credit losses on receivables. The adequacy of these allowances is assessed quarterly through consideration of factors including, but not limited to, customer credit ratings, bankruptcy filings, published or estimated credit default rates, age of the receivable, expected loss rates and collateral exposures. We assign internal credit ratings for all customers and determine the creditworthiness of each customer based upon publicly available information and information obtained directly from our customers. Our rating categories are comparable to those used by major credit rating agencies. The securitization of receivables is accounted for as secured borrowings. Accordingly, financing expenses related to the securitization of receivables are recognized in earnings as a component of Interest expense, net in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss).
INVENTORIES
Inventories are stated at the lower of cost or net realizable value. Cost includes labor, materials and production overhead. The last-in, first-out (“LIFO”) method is used to account for certain domestic raw materials, in process and finished goods inventories. LIFO inventories were $220 million and $242 million at December 31, 2020 and 2019, respectively. The balance of domestic raw material inventories, all materials and supplies inventories and all foreign inventories are recorded at either the first-in, first-out (“FIFO”) or average cost methods. Had the inventories for which the LIFO method is used been valued under the FIFO method, the amounts at which product inventories are stated would have been $52 million and $69 million greater at December 31, 2020 and 2019, respectively.
57
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost less accumulated depreciation including asset impairments. Costs for repair and maintenance activities are expensed as incurred under the direct expense method of accounting. Interest costs are capitalized for significant capital projects. For timberlands, the amortization is calculated using the unit of production method. For all other assets, depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Buildings and improvements are depreciated over periods of 10 to 40 years and machinery and equipment over periods of 3 to 20 years. NaN depreciation is recorded on assets under construction.
IMPAIRMENT OF PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are reviewed for impairment upon the occurrence of events or changes in circumstances indicating that the carrying value of the assets may not be recoverable, by comparing the net book value of the asset group to their estimated undiscounted future cash flows expected from their use and eventual disposition. Impaired assets are recorded at estimated fair value, determined principally by using the present value of estimated future cash flows expected from their use and eventual disposition.
LEASES
At inception of an arrangement, the Company determines whether the arrangement contains a lease. A lease conveys the right to control the use of identified property, plant, or equipment (asset) for a period of time in exchange for consideration. Control over the use of the identified asset means that the Company has both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset.
For each lease arrangement that has an original lease term of more than 12 months, a right-of-use asset and a lease liability are recorded in the Consolidated Balance Sheets. The right-of-use asset represents the Company’s right to use an underlying asset for the lease term while the lease liability represents the obligation to make lease payments arising from the lease. The right-of-use asset and the lease liability are initially recorded at the same amount at the lease commencement date based on the present value of the remaining lease payments discounted using the Company’s incremental borrowing rate. The operating lease right-of-use asset also include previously recognized impairments and purchase price adjustments relating to favorable and unfavorable terms of leases acquired as part of business combinations. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Any potential impairment for right-of-use assets will be calculated in the same manner as disclosed under impairment of long-lived assets.
The terms of a lease arrangement determine how a lease is classified (operating or finance), the resulting recognition pattern in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss) and the classification in the Consolidated Balance Sheets.
Finance lease expense is represented by the interest on the lease liability determined using the effective interest method and the amortization of the finance lease right-of-use asset calculated using the straight-line method over the estimated useful life of the identified asset. Finance lease related balances are included in the Consolidated Balance Sheets in Property, plant and equipment, net, Long-term debt due within one year and Long-term debt.
Operating lease expense is recorded on a straight-line basis over the lease term by adding interest expense determined using the effective interest method to the amortization of the right-of-use asset. Operating lease related balances are included in the Consolidated Balance Sheets in Operating lease right-of-use assets, Operating lease liabilities due within one year and Operating lease liabilities.
The Company elected to initially apply the new leases standard as of January 1, 2019 with certain available practical expedients. No cumulative-effect adjustments on retained earnings were necessary as of January 1, 2019. The most significant impact of adopting the new standard was the recognition of right-of-use assets and lease liabilities for operating leases. The accounting for finance leases remains substantially unchanged.
58
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INTANGIBLE ASSETS
Indefinite-lived intangible assets are not amortized and are evaluated for impairment individually at the beginning of the fourth quarter of every year, or more frequently whenever indicators of potential impairment exist. The Company has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of indefinite-lived intangible assets is less than their carrying amounts. To carry out the qualitative assessment, the Company considers elements such as the results of recent fair value assessments, macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, specific events affecting the Company and the business. The identification and impact assessment of events and circumstances on the fair value involves significant judgment and assumptions. If a qualitative assessment is performed and after assessing the qualitative factors, the Company determines that it is more likely than not that the fair value of the indefinite-lived intangible assets is less than their carrying amounts, then a quantitative impairment test is required. The Company can also elect to proceed directly to the quantitative test. The quantitative impairment test consists of comparing the fair value of the indefinite-lived intangible assets determined using a variety of methodologies to their carrying amount. If the carrying amounts of the indefinite-lived intangible assets exceed their fair value, an impairment loss is recognized in an amount equal to that excess.
Indefinite-lived intangible assets include license rights and water rights. The Company reviews its indefinite-lived intangible assets each reporting period to determine whether events and circumstances continue to support indefinite useful lives.
Definite-lived intangible assets are stated at cost less amortization and are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Definite-lived intangible assets include water rights, customer relationships, technology as well as non-compete agreements, which are being amortized using the straight-line method over their respective estimated useful lives. Any potential impairment for definite-lived intangible assets will be calculated in the same manner as disclosed under impairment of long-lived assets.
Amortization is based on the following useful lives:
Useful life | ||
Water rights | 40 years | |
Customer relationships | 20 to 30 years | |
Technology | 7 to 20 years | |
Non-Compete agreements | 9 years | |
DEBT ISSUANCE COSTS
Debt issuance costs are presented in the Consolidated Balance Sheets as a deduction from the carrying value of long-term debt. Debt issuance costs associated with revolving credit arrangements are presented in Other assets in the Consolidated Balance Sheets. Debt issuance costs are amortized using the effective rate method over the term of the related debt and included in Interest expense, net in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss).
59
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 December 31, 2020, 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 December 31, 2020, we have not recorded a liability associated with these indemnifications, as we do not expect to make any payments pertaining to these indemnifications.
CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
In the normal course of business, we enter into certain contractual obligations and commercial commitments. The following tables provide our obligations and commitments at December 31, 2020:
CONTRACT TYPE |
| 2021 |
|
| 2022 |
|
| 2023 |
|
| 2024 |
|
| 2025 |
|
| THEREAFTER |
|
| TOTAL |
| |||||||
(in millions of dollars) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt (excluding interest) |
|
| 12 |
|
|
| 312 |
|
|
| 12 |
|
|
| 12 |
|
|
| 246 |
|
| $ | 500 |
|
| $ | 1,094 |
|
Finance leases and other (including interest) |
|
| 1 |
|
|
| 2 |
|
|
| 2 |
|
|
| 2 |
|
|
| 1 |
|
|
| 5 |
|
|
| 13 |
|
Operating leases |
|
| 20 |
|
|
| 18 |
|
|
| 15 |
|
|
| 10 |
|
|
| 6 |
|
|
| 9 |
|
|
| 78 |
|
Long-term income taxes payable (1) |
|
| 3 |
|
|
| 3 |
|
|
| 6 |
|
|
| 8 |
|
|
| 10 |
|
|
| — |
|
|
| 30 |
|
Total obligations |
| $ | 36 |
|
| $ | 335 |
|
| $ | 35 |
|
| $ | 32 |
|
| $ | 263 |
|
| $ | 514 |
|
|
| 1,215 |
|
COMMITMENT TYPE |
| 2021 |
|
| 2022 |
|
| 2023 |
|
| 2024 |
|
| 2025 |
|
| THEREAFTER |
|
| TOTAL |
| |||||||
(in millions of dollars) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other commercial commitments (2) |
| $ | 155 |
|
| $ | 10 |
|
| $ | 6 |
|
|
| 6 |
|
|
| — |
|
|
| 2 |
|
| $ | 179 |
|
(1) | In connection with the U.S. Tax Reform, we have remaining liabilities of $30 million in repatriation tax to pay through 2025. See Note 10 “Income Taxes” for additional information on the U.S. Tax Reform. |
(2) | Includes commitments to purchase property, plant and equipment, roundwood, wood chips, gas and certain chemicals. Purchase orders in the normal course of business are excluded. |
In addition, we expect to contribute a minimum total amount of $13 million to the pension plans in 2021 and a minimum total amount of $4 million in 2021 to the other post-retirement benefits plans.
For 2021 and the foreseeable future, we expect cash flows from operations and from our various sources of financing to be sufficient to meet our contractual obligations and commercial commitments.
RECENT ACCOUNTING PRONOUNCEMENTS
Refer to Item 8, Financial Statements and Supplementary Data under Note 2 “Recent Accounting Pronouncements”.
CRITICAL ACCOUNTING ESTIMATES AND POLICIES
Our principal accounting policies are described in Item 8, Financial Statements and Supplementary Data, under Note 1 “Summary of Significant Accounting Policies”. Notes referenced in this section are included in Item 8, Financial Statements and Supplementary Data.
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, intangible assets impairment, pension and other post-retirement benefit plans, income taxes and contingencies related to legal claims. 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 as set forth in Note 1 “Summary of Significant Accounting Policies”, 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.
Environmental Matters and Asset Retirement Obligations
We maintain provisions for estimated environmental costs when remedial efforts are probable and can be reasonably estimated. Environmental provisions relate mainly to air emissions, effluent treatment, silvicultural activities and site remediation (together referred to as “environmental matters”). The environmental cost estimates reflect assumptions and judgments as to probable nature, magnitude and timing of required investigation, remediation and monitoring activities, as well as contribution by other responsible parties. Additional information regarding environmental matters is available in Note 22 “Commitments and Contingencies”.
While we believe that we have determined the costs for environmental matters likely to be incurred, based on known information, our ongoing efforts to identify potential environmental concerns that may be associated with the properties may lead to future environmental investigations. These efforts may result in the determination of additional environmental costs and liabilities, which cannot be reasonably estimated at this time. In addition, environmental laws and regulations and interpretation by regulatory authorities could change which could result in significant changes to our estimates. For further details on “Climate change regulation” and other environmental matters refer to Note 22 “Commitments and Contingencies”.
Asset retirement obligations are mainly associated with landfill operation and closure, dredging of settling ponds and bark pile management. We recognize asset retirement obligations, at fair value, in the period in which we incur a legal obligation associated with the retirement of an asset. The fair value is based on the expected cash flow approach, in which multiple cash flow scenarios that reflect a range of possible outcomes are considered. Probabilities are applied to each of the cash flow scenarios to arrive at an expected cash flow. The estimated cash flows are then discounted using a credit adjusted risk-free interest rate in combination with business-specific and other relevant risks to discount the cash flow. The rates used vary between 4.7% and 12.0%.
Cash flow estimates incorporate assumptions that marketplace participants would use in their estimates of fair value, whenever that information is available without undue cost and effort. If unavailable, assumptions are based on internal experts, third-party engineers’ studies and historical experience in remediation work. As at December 31, 2020, we had an asset retirement obligation provision of $14 million for 12 locations (2019 – $13 million).
As at December 31, 2020, we had a total provision of $47 million for environmental matters and asset retirement obligations (2019 – $35 million). Certain of these amounts have been discounted due to more certainty of the timing of expenditures using the credit adjusted risk-free interest rate for the corresponding period until the settlement date. The rates used vary, based on the prevailing rate at the moment of recognition of the liability and on its settlement period. Additional costs, not known or identified, 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 our financial position, result of operations or cash flows.
Impairment of Property Plant and Equipment, Operating lease right-of-use assets and Definite-Lived Intangible Assets
Property, plant and equipment, operating lease right-of-use assets and definite-lived intangible assets are reviewed for impairment upon the occurrence of events or changes in circumstances indicating that, at the lowest level of determinable cash flows, the carrying value of the assets may not be recoverable. Step I of the impairment test assesses if the carrying value of the assets exceeds their estimated undiscounted future cash flows in order to assess if the property, plant and equipment, operating lease right-of-use assets and definite-lived intangible assets are impaired. In the event the estimated undiscounted future cash flows are lower than the net book value of the assets, a Step II impairment test must be carried out to determine the impairment charge. In Step II, the assets are written down to their estimated fair values. Given that there is generally no readily available quoted value for our property, plant and equipment, operating lease right-of-use assets and definite-lived intangible assets, we determine fair value of our assets based on the present value of estimated future cash flows expected from their use and eventual disposition, and by using the liquidation or salvage value in the case of idled assets. The fair value estimate in Step II is based on the undiscounted cash flows used in Step I.
Estimates of undiscounted future cash flows used to test the recoverability of the property, plant and equipment, operating lease right-of use assets and definite-lived intangible assets includes key assumptions related to selling prices, inflation-adjusted cost projections, forecasted exchange rates (when applicable) and estimated useful life. Changes in our assumptions and estimates may affect our forecasts and may lead to an outcome where impairment charges would be required. In addition, actual results may vary from our forecasts, and such variations may be material and unfavorable, thereby triggering the need for future impairment tests where our conclusions may differ in reflection of prevailing market conditions.
Useful Lives
On a regular basis, we review the estimated useful lives of our property, plant and equipment and our definite-lived intangible assets. Assessing the reasonableness of the estimated useful lives of property, plant and equipment and definite-lived intangible assets requires judgment and is based on currently available information. Changes in circumstances such as technological advances, changes to our business strategy, changes to our capital strategy or changes in regulation can result in useful lives differing from our estimates. Revisions to the estimated useful lives of property, plant and equipment and definite-lived intangible assets constitute a change in accounting estimate and are dealt with prospectively by amending depreciation and amortization rates.
A change in the remaining estimated useful life of a group of assets, or their estimated net salvage value, will affect the depreciation or amortization rate used to depreciate or amortize the group of assets and thus affect depreciation or amortization expense as reported in our results of operations. In 2020, we recorded depreciation and amortization expense of $223 million compared to $231 million in 2019. At December 31, 2020, we had property, plant and equipment with a net book value of $2,023 million (2019 – $2,223 million) and definite-lived intangible assets, net of amortization, of $19 million (2019 – $20 million).
In 2020, we recognized $136 million of accelerated depreciation, mostly related to our announced permanent closure of our uncoated freesheet manufacturing at Kingsport, Tennessee and Port Huron, Michigan mills, the remaining paper machine at the Ashdown, Arkansas mill and the converting center in Ridgefield, Tennessee.
In the third quarter of 2019, we announced the permanent closure of two paper machines. These closures took place at our Ashdown, Arkansas pulp and paper mill and our Port Huron, Michigan paper mill. As a result, we recognized $32 million of accelerated depreciation in 2019.
Closure and Restructuring Costs
Closure and restructuring costs are recognized as liabilities in the period when they are incurred and are measured at their fair value. For such recognition to occur, management, with the appropriate level of authority, must have approved and committed to a firm plan
and appropriate communication to those affected must have occurred. These provisions may require an estimation of costs such as severance and termination benefits, pension and related curtailments, environmental remediation and may also include expenses related to demolition and outplacement. Actions taken may also require an evaluation of any remaining assets to determine required impairments, if any, and a review of estimated remaining useful lives which may lead to accelerated depreciation expense.
Estimates of cash flows and fair value relating to closures and restructuring require judgment. Closure and restructuring liabilities are based on management’s best estimates of future events. Although we do not anticipate significant changes, actual costs may differ from these estimates due to subsequent business developments. As such, additional costs and further impairment charges may be required in future periods.
During 2020, we recorded $136 million of accelerated depreciation under Impairment of long-lived assets on the Consolidated Statement of Earnings (Loss) and Comprehensive Income (Loss). Additionally, we recorded $34 million of severance and termination costs, $31 million of inventory obsolescence and $34 million of other costs, under Closure and restructuring costs.
During 2019, we recorded $32 million of accelerated depreciation under Impairment of long-lived assets and $1 million of accelerated depreciation under Depreciation and amortization, on the Consolidated Statement of Earnings (Loss) and Comprehensive Income (Loss). Additionally, we recorded $3 million of severance and termination costs, $4 million of inventory obsolescence and $2 million of other costs, under Closure and restructuring costs in relation to the paper machine closures. Concurrently, with the Ashdown paper machine closure and related workforce reduction, management negotiated a voluntary early retirement program to reduce costs and put the mill in a stronger cost position in the long-term. We additionally recorded $13 million of severance and termination costs under Closure and restructuring costs.
Additional information can be found under Note 16 “Closure and Restructuring Costs and Impairment of Long-Lived Assets”.
Indefinite-lived intangible assets impairment assessment
Indefinite-lived intangible assets consist of license rights ($6 million) and water rights ($4 million). We test indefinite-lived intangible assets at the asset level. Indefinite-lived intangible assets are not amortized and are evaluated at the beginning of the fourth quarter of every year or more frequently whenever indicators of potential impairment exist. In connection with the Company's annual impairment testing in the fourth quarter of 2020, we performed a qualitative assessment for each indefinite-lived intangible asset (license rights and water rights). The qualitative assessments performed in the fourth quarter of 2020 indicated that the indefinite-lived intangible assets had fair values that exceeded their carrying amounts.
Pension Plans and Other Post-Retirement Benefit Plans
We have several defined contribution plans and multiemployer plans. The pension expense under these plans is equal to our contribution. Defined contribution pension expense was $39 million for the year ended December 31, 2020 (2019 – $39 million).
We sponsor both contributory and non-contributory U.S. and non-U.S. defined benefit pension plans. We also sponsor 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. In addition, we provide supplemental unfunded defined benefit pension plans and supplemental unfunded defined contribution pension plans to certain senior management employees.
We account for pensions and other post-retirement benefits in accordance with Compensation-Retirement Benefits Topic of the Financial Accounting Standards Board-Accounting Standards Committee which requires employers to recognize the overfunded or underfunded status of defined benefit pension plans as an asset or liability in its Consolidated Balance Sheets. Pension and other post-retirement benefit charges require assumptions in order to estimate the projected and accumulated benefit obligations. These assumptions require considerable management judgment and include:
- | Expected long-term rate of return on plan assets – used to estimate the growth and expected return on assets |
- | Discount rate – used to determine interest costs and the net present value of our obligations |
- | Rate of compensation increase – used to calculate the impact of future increases on our obligations |
- | Health care cost trends – used to calculate the impact of future health care costs on our obligations |
- | Employee related factors, such as mortality rates, turnover, retirement age and disabilities – used to determine the extent of our obligations |
Changes in these assumptions result in actuarial gains or losses, which are amortized over the expected average remaining service life of the active employee group covered by the plans, only to the extent that the unrecognized net actuarial gains and losses are in excess
of 10% of the greater of the projected benefit obligation and the market value of assets, over the average remaining service period of approximately ten years of the active employee group covered by the pension plans, and 12 years of the active employee group covered by the other post-retirement benefits plans.
An expected rate of return on plan assets of 4.6% was considered appropriate by management for the determination of pension expense for 2020. Effective January 1, 2021, we will use 4.4% as the expected return on plan assets, which reflects the current view of long-term investment returns. The overall expected long-term rate of return on plan assets is based on management’s best estimate of the long-term returns of the major asset classes (cash and cash equivalents, equities and bonds) weighted by the target allocation of assets at the measurement date, net of expenses. This rate includes an equity risk premium over government bond returns for equity investments and a value-added premium for the contribution to returns from active management. The sources used to determine management's best estimate of long-term returns are numerous and include country specific bond yields, which may be derived from the market using local bond indices or by analysis of the local bond market, and country-specific inflation and investment market expectations derived from market data and analysts' or governments' expectations, as applicable.
We set our discount rate assumption annually to reflect the rates available on high-quality, fixed income debt instruments, with a duration that is expected to match the timing and amount of expected benefit payments. High-quality debt instruments are corporate bonds with a rating of AA or better. The discount rates at December 31, 2020 for pension plans were estimated at 2.5% for the projected benefit obligation and 3.0% for the net periodic benefit cost for 2020 and for post-retirement benefit plans were estimated at 2.5% for the projected benefit obligation and 3.0% for the net periodic benefit cost for 2020.
We used a full yield curve approach to estimate the current service and interest cost components of net periodic benefit cost for Canadian pension plans and U.S. funded pension plans. The estimate of these components is made by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. We used this approach to provide a more precise measurement of current service and interest cost components by improving the correlation between projected benefit cash flows to the corresponding spot yield curve rates.
The rate of compensation increase is another significant assumption in the actuarial model for pension (set at 2.7% for the projected benefit obligation and 2.8% for the net periodic benefit cost) and for post-retirement benefit plans (set at 2.8% for the projected benefit obligation and 2.7% for the net periodic benefit cost) and is determined based upon our long-term plans for such increases.
For employee related factors, mortality rate tables tailored to our industry were used and the other factors reflect our historical experience and management’s best estimate regarding future expectations.
For measurement purposes, a 3.9% weighted average annual rate of increase in the per capita cost of covered health care benefits was assumed for 2020.
The following table provides a sensitivity analysis of the key weighted average economic assumptions used in measuring the projected pension benefit obligation, the accrued other post-retirement benefit obligation and related net periodic benefit cost for 2020. The sensitivity analysis should be used with caution as it is hypothetical and changes in each key assumption may not be linear. The sensitivities in each key variable have been calculated independently of each other.
|
| Pension |
|
| Other Post-Retirement Benefit |
| ||||||||||
PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS |
| Projected Benefit Obligation |
|
| Net Periodic Benefit Cost |
|
| Projected Benefit Obligation |
|
| Net Periodic Benefit Cost |
| ||||
(In millions of dollars) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected rate of return on assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impact of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1% increase |
| N/A |
|
|
| (14 | ) |
| N/A |
|
| N/A |
| |||
1% decrease |
| N/A |
|
|
| 14 |
|
| N/A |
|
| N/A |
| |||
Discount rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impact of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1% increase |
|
| (189 | ) |
|
| (7 | ) |
|
| (8 | ) |
|
| - |
|
1% decrease |
|
| 235 |
|
|
| 16 |
|
|
| 10 |
|
|
| - |
|
Our pension plan funding policy is to contribute annually the amount required to provide for benefits earned in the year and to fund solvency deficiencies, funding shortfalls and past service obligations over periods not exceeding those permitted by the applicable regulatory authorities. Past service obligations primarily arise from improvements to plan benefits. The other post-retirement benefit plans are not funded and contributions are made annually to cover benefit payments.
We expect to contribute a minimum total amount of $13 million in 2021 compared to $15 million in 2020 (2019 – $17 million) to the pension plans. We expect to contribute a minimum total amount of $4 million in 2021 compared to $4 million in 2020 to the other post-retirement benefit plans (2019 – $4 million).
Benefit obligations and fair values of plan assets as of December 31, 2020 for our pension and post-retirement plans were are follows:
|
| December 31, 2020 |
|
| December 31, 2019 |
| ||||||||||
|
|
|
|
|
| Other |
|
|
|
|
|
| Other |
| ||
|
| Pension |
|
| post-retirement |
|
| Pension |
|
| post-retirement |
| ||||
|
| plans |
|
| benefit plans |
|
| plans |
|
| benefit plans |
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Projected benefit obligation at end of year |
|
| (1,566 | ) |
|
| (67 | ) |
|
| (1,425 | ) |
|
| (63 | ) |
Fair value of assets at end of year |
|
| 1,594 |
|
|
| — |
|
|
| 1,465 |
|
|
| — |
|
Funded status |
|
| 28 |
|
|
| (67 | ) |
|
| 40 |
|
|
| (63 | ) |
For additional details on our pension plans and other post-retirement benefit plans, refer to Note 7 “Pension Plans and Other Post-Retirement Benefit Plans”.
Income Taxes
We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined according to differences between the carrying amounts and tax bases of the assets and liabilities. The change in the net deferred tax asset or liability is included in earnings. Deferred tax assets and liabilities are measured using enacted tax rates and laws expected to apply in the years in which assets and liabilities are expected to be recovered or settled. Deferred tax assets and liabilities are classified as non-current items on the Consolidated Balance Sheets. For these years, a projection of taxable income and an assumption of the ultimate recovery or settlement period for temporary differences are required. The projection of future taxable income is based on management’s best estimate and may vary from actual taxable income.
We assess the need to establish a valuation allowance for deferred tax assets and, if it is deemed more likely than not that our deferred tax assets will not be realized based on these taxable income projections, a valuation allowance is recorded. In general, “realization” refers to the incremental benefit achieved through the reduction in future taxes payable or an increase in future taxes refundable from the deferred tax assets. Evaluating the need for an amount of a valuation allowance for deferred tax assets often requires significant judgment. All available evidence, both positive and negative, should be considered to determine whether, based on the weight of that evidence, a valuation allowance is needed. In our evaluation process, we give the most weight to historical income or losses. After evaluating all available positive and negative evidence, although realization is not assured, we determined that it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets, with the exception of certain state credits and losses for which a valuation allowance of $13 million exists at December 31, 2020, the tax basis difference in our assets held of sale (U.S. and foreign) for which a valuation allowance of $44 million exists at December 31, 2020, and certain foreign loss carryforwards for which a valuation allowance of $7 million exists at December 31, 2020. Of this amount, $47 million unfavorably impacted tax expense and the effective tax rate for 2020 (2019 –$5 million).
Our deferred tax assets are mainly composed of temporary differences related to various accruals, accounting provisions, pension and post-retirement benefit liabilities, net operating loss carryforwards, and available tax credits. Our deferred tax liabilities are mainly composed of temporary differences pertaining to property, plant and equipment, intangible assets, leases and other items. Estimating the ultimate settlement period requires judgment. The reversal of timing differences is expected at enacted tax rates, which could change due to changes in income tax laws or the introduction of tax changes through the presentation of annual budgets by different governments. As a result, a change in the timing and the income tax rate at which the components will reverse could materially affect deferred tax expense in our future results of operations.
In addition, U.S. and foreign tax rules and regulations are subject to interpretation and require judgment that may be challenged by taxation authorities. To the best of our knowledge, we have adequately provided for our future tax consequences based upon current facts and circumstances and current tax law. In accordance with Income Taxes Topic of FASB ASC 740, we evaluate new tax positions that result in a tax benefit to us and determine the amount of tax benefits that can be recognized. The remaining unrecognized tax benefits are evaluated on a quarterly basis to determine if changes in recognition or classification are necessary. Significant changes in the amount of unrecognized tax benefits expected within the next 12 months are disclosed quarterly. Future
recognition of unrecognized tax benefits would impact the effective tax rate in the period the benefits are recognized. At December 31, 2020, we had gross unrecognized tax benefits of approximately $23 million (2019 – $28 million). These amounts represent the gross amount of exposure in individual jurisdictions and do not reflect any additional benefits expected to be realized if such positions were sustained, such as federal deduction that could be realized if an unrecognized state deduction was not sustained. As of December 31, 2020, we believe it is reasonably possible that up to $4 million of our unrecognized tax benefits may be recognized in 2021, which could impact the effective tax rate. However, the amount and timing of the recognition of these benefits is subject to some uncertainty. In addition, a number of countries are actively pursuing changes to their tax laws applicable to corporation multinationals, such as the U.S. Tax Reform, enacted in 2017. Finally, foreign governments may enact tax laws in response to the U.S. Tax Reform that could result in further changes to global taxation and materially impact our financial results.
We operate in multiple jurisdictions with complex tax policy and regulatory environments. U.S. and foreign tax rules and regulations are subject to interpretation and require judgment that may be challenged by taxation authorities.
Tax audits by their nature are often complex and can require several years to resolve. We have a number of audits in process in various jurisdictions. Although the resolution of these tax positions is uncertain, based on currently available information, we believe that we have adequately provided for our future tax consequences based upon current facts and circumstances and current tax law, and we believe that the ultimate outcomes will not have a material adverse effect on our financial position, results of operations or cash flows. For further details refer to Note 10 “Income Taxes”.
Contingencies related to legal claims
As discussed in Item 1A Risk Factors, under the risk “Failure to comply with applicable laws and regulations could have a material adverse effect on our business, financial results or condition” and in Note 22 “Commitments and Contingencies”, we are subject to various legal proceedings and claims that arise in the ordinary course of business. We record a liability when it is probable that a loss has been incurred, and the amount is reasonably estimable. The most likely cost to be incurred is accrued based on an evaluation of the then available facts with respect to each matter. When no amount within a range of estimates is more likely, the minimum is accrued. There is significant judgment required in both the probability determination and as to whether an exposure can be reasonably estimated. For further details on “Contingencies” and legal claims refer to Note 22 “Commitments and Contingencies”.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Our operating income can be impacted by the following sensitivities:
SENSITIVITY ANALYSIS |
|
|
|
|
(In millions of dollars, unless otherwise noted) |
|
|
|
|
Each $10/unit change in the selling price of the following products1: |
|
|
|
|
Papers |
|
|
|
|
Business Papers |
| $ | 10 |
|
Commercial Print & Publishing Papers |
|
| 8 |
|
Specialty & Packaging Papers |
|
| 4 |
|
Pulp - net position |
|
|
|
|
Softwood |
| $ | 13 |
|
Fluff |
|
| 8 |
|
Hardwood |
|
| - |
|
Foreign exchange |
|
|
|
|
(US $0.01 change in relative value to the Canadian dollar before hedging) |
|
| 11 |
|
Energy 2 |
|
|
|
|
Natural gas: $0.25/MMBtu change in price before hedging |
|
| 6 |
|
1 | Based on estimated 2021 capacity (ST or ADMT). |
2 | Based on estimated 2021 consumption levels. The allocation between energy sources may vary during the year in order to take advantage of market conditions. |
Note that we may, from time to time, hedge part of our foreign exchange, and energy positions, which may therefore impact the above sensitivities.
In the normal course of business, we are exposed to certain financial risks. We do not use derivative instruments for speculative purposes; although all derivative instruments purchased to minimize risk may not qualify for hedge accounting.
CREDIT RISK
We are exposed to credit risk on accounts receivables from our customers. In order to reduce this risk, we review new customers’ credit history before granting credit and conduct regular reviews of existing customers’ credit performance. As of December 31, 2020, two of our customers located in the U.S. represented 15% or $58 million, and 12% or $46 million, respectively, of our receivables (December 31, 2019– two customers located in the U.S. represented 14% or $66 million and 13% or $65 million, respectively).
We are exposed to credit risk in the event of non-performance by counterparties to our financial instruments. We attempt 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
We are exposed to interest rate risk arising from fluctuations in interest rates on our cash and cash equivalents, bank indebtedness, revolving credit facility, securitization, term loan and long-term debt. Our 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 our overall borrowing costs. We may manage this interest rate exposure through the use of derivative instruments such as interest rate swap contracts, whereby we agree to exchange the difference between fixed and variable interest amounts calculated by reference to an agreed upon notional principal amount.
The Financial Conduct Authority in the United Kingdom plans to phase out LIBOR by the end of 2021. We do not anticipate a significant impact to our financial position from the planned phase out of LIBOR.
COST RISK
Cash flow hedges
We are exposed to price volatility for raw materials and energy used in our manufacturing process. We manage our exposure to cost risk primarily through the use of supplier contracts. We purchase 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, we may utilize derivatives to fix the price of forecasted natural gas purchases. The 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 36 months.
FOREIGN CURRENCY RISK
Cash flow hedges
We have manufacturing operations in the U.S. and Canada. As a result, we are exposed to movements in foreign currency exchange rates in Canada. Moreover, certain assets and liabilities are denominated in Canadian dollars and are exposed to foreign currency movements. Accordingly, our earnings are affected by increases or decreases in the value of the Canadian dollar. 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 forecasted purchases in Canadian dollars by our Canadian subsidiary over the next 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.
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Management’s Reports to Shareholders of Domtar Corporation
Management’s Report on Financial Statements and Practices
The accompanying Consolidated Financial Statements of Domtar Corporation and its subsidiaries (the “Company”) were prepared by management. The statements were prepared in accordance with accounting principles generally accepted in the United States of America and include amounts that are based on management’s best judgments and estimates. Management is responsible for the completeness, accuracy and objectivity of the financial statements. The other financial information included in the annual report is consistent with that in the financial statements.
Management has established and maintains a system of internal accounting and other controls for the Company and its subsidiaries. This system and its established accounting procedures and related controls are designed to provide reasonable assurance that assets are safeguarded, that the books and records properly reflect all transactions, that policies and procedures are implemented by qualified personnel, and that published financial statements are properly prepared and fairly presented. The Company’s system of internal control is supported by written policies and procedures, contains self-monitoring mechanisms, and is audited by the internal audit function. Appropriate actions are taken by management to correct deficiencies as they are identified.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Management has evaluated the effectiveness of internal control over financial reporting, using the criteria established in 2013 Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Based on the assessment, management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 2020, based on criteria in Internal Control – Integrated Framework issued in 2013 by the COSO.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2020 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein.
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Domtar Corporation:
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Domtar Corporation and its subsidiaries (the “Company”) as of December 31, 2020 and 2019, and the related consolidated statements of earnings (loss) and comprehensive income (loss), of shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2020, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2020 appearing after the list of exhibits under Item 15(a)(3) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Indefinite Lived Intangible Assets Impairment Assessment - Personal Care Segment
As described in Notes 1 and 3 to the consolidated financial statements, the Company classified the Personal Care business as a disposal group held for sale in the fourth quarter of 2020. As of December 31, 2020, net indefinite lived intangible assets in the disposal group held for sale totaled approximately $290 million. Management measured the indefinite lived intangible assets included in the disposal group held for sale at the lower of the carrying value or the fair value less any costs to sell. Management performed quantitative impairment tests for each Personal Care indefinite-lived intangible asset, which included comparing the fair value of the indefinite-lived intangible asset to its carrying amount. Fair value of the indefinite lived intangible assets is derived using an income approach that is a relief from royalty model. Key estimates supporting the cash flow projections used in the estimation of fair value include, but are not limited to, management's assessment of industry and market conditions, as well as its estimates of revenue growth rates, royalty rates, tax rates and discount rates.
The principal considerations for our determination that performing procedures relating to the indefinite-lived intangible assets impairment assessment, specifically for the Personal Care segment, is a critical audit matter are (i) the significant judgment by management when developing the fair value measurement of the indefinite lived intangible assets included in the disposal group held for sale; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates and royalty rates; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s impairment assessment of the Personal Care indefinite-lived intangible assets included in the disposal group held for sale, including controls over the development of assumptions relating to cash flow projections, revenue growth rates, royalty rates, tax rates, and discount rates utilized in the valuation of the intangible assets. These procedures also included, among others (i) testing management’s process for determining the fair value measurements of the Personal Care segment indefinite-lived intangible assets included in the disposal group; (ii) evaluating the appropriateness of the income approach based on a relief from royalty model; (iii) testing the completeness and accuracy of the underlying data used in the model; and (iv) evaluating the reasonableness of significant assumptions used by management related to revenue growth rates and royalty rates. Evaluating management’s assumptions related to revenue growth rates and royalty rates involved evaluating whether the assumptions used were reasonable considering (i) the current and past performance of the segment; and (ii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the Company’s income approach based on the relief from royalty model, and evaluating the appropriateness of the royalty rates assumption.
/s/ PricewaterhouseCoopers LLP
Charlotte, North Carolina
March 1, 2021
We have served as the Company’s auditor since 2007.
DOMTAR CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) AND COMPREHENSIVE INCOME (LOSS)
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
|
| Year ended December 31, |
|
| Year ended December 31, |
|
| Year ended December 31, |
| |||
|
| 2020 |
|
| 2019 |
|
| 2018 |
| |||
|
| $ |
|
| $ |
|
| $ |
| |||
Sales |
|
| 3,652 |
|
|
| 4,369 |
|
|
| 4,565 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales, excluding depreciation and amortization |
|
| 3,125 |
|
|
| 3,610 |
|
|
| 3,638 |
|
Depreciation and amortization |
|
| 223 |
|
|
| 231 |
|
|
| 241 |
|
Selling, general and administrative |
|
| 253 |
|
|
| 291 |
|
|
| 292 |
|
Impairment of long-lived assets (NOTE 16) |
|
| 136 |
|
|
| 32 |
|
|
| 0 |
|
Closure and restructuring costs (NOTE 16) |
|
| 99 |
|
|
| 22 |
|
|
| 0 |
|
Other operating (income) loss, net (NOTE 8) |
|
| (7 | ) |
|
| 4 |
|
|
| (1 | ) |
|
|
| 3,829 |
|
|
| 4,190 |
|
|
| 4,170 |
|
Operating (loss) income |
|
| (177 | ) |
|
| 179 |
|
|
| 395 |
|
Interest expense, net (NOTE 9) |
|
| 58 |
|
|
| 52 |
|
|
| 62 |
|
Non-service components of net periodic benefit cost (NOTE 7) |
|
| (17 | ) |
|
| 23 |
|
|
| (18 | ) |
(Loss) earnings before income taxes and equity loss |
|
| (218 | ) |
|
| 104 |
|
|
| 351 |
|
Income tax (benefit) expense (NOTE 10) |
|
| (76 | ) |
|
| 17 |
|
|
| 68 |
|
Equity loss, net of taxes |
|
| 3 |
|
|
| 2 |
|
|
| 2 |
|
(Loss) earnings from continuing operations |
|
| (145 | ) |
|
| 85 |
|
|
| 281 |
|
Earnings (loss) from discontinued operations, net of taxes (NOTE 3) |
|
| 18 |
|
|
| (1 | ) |
|
| 2 |
|
Net (loss) earnings |
|
| (127 | ) |
|
| 84 |
|
|
| 283 |
|
Per common share (in dollars) (NOTE 6) |
|
|
|
|
|
|
|
|
|
|
|
|
Basic net (loss) earnings |
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) earnings from continuing operations |
|
| (2.62 | ) |
|
| 1.39 |
|
|
| 4.47 |
|
Earnings (loss) from discontinued operations |
|
| 0.33 |
|
|
| (0.02 | ) |
|
| 0.03 |
|
Basic net (loss) earnings |
|
| (2.29 | ) |
|
| 1.37 |
|
|
| 4.50 |
|
Diluted net (loss) earnings |
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) earnings from continuing operations |
|
| (2.62 | ) |
|
| 1.39 |
|
|
| 4.45 |
|
Earnings (loss) from discontinued operations |
|
| 0.33 |
|
|
| (0.02 | ) |
|
| 0.03 |
|
Diluted net (loss) earnings |
|
| (2.29 | ) |
|
| 1.37 |
|
|
| 4.48 |
|
Weighted average number of common shares outstanding (millions) |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
| 55.4 |
|
|
| 61.2 |
|
|
| 62.9 |
|
Diluted |
|
| 55.4 |
|
|
| 61.4 |
|
|
| 63.1 |
|
Cash dividends per common share |
|
| 0.91 |
|
|
| 1.78 |
|
|
| 1.72 |
|
Net (loss) earnings |
|
| (127 | ) |
|
| 84 |
|
|
| 283 |
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
Net derivative gains (losses) on cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
Net gains (losses) arising during the period, net of tax $(9) (2019 – $(3); 2018 – $10) |
|
| 27 |
|
|
| 11 |
|
|
| (30 | ) |
Less: Reclassification adjustment for losses (gains) included in net (loss) earnings, net of tax of $(4) (2019 – $(3); 2018 – $1) |
|
| 12 |
|
|
| 8 |
|
|
| (2 | ) |
Foreign currency translation adjustments |
|
| 63 |
|
|
| 21 |
|
|
| (91 | ) |
Change in unrecognized (losses) gains and prior service cost related to pension and post-retirement benefit plans, net of tax of $4 (2019 – $(13); 2018 – $3) |
|
| (13 | ) |
|
| 34 |
|
|
| (8 | ) |
Other comprehensive income (loss) |
|
| 89 |
|
|
| 74 |
|
|
| (131 | ) |
Comprehensive (loss) income |
|
| (38 | ) |
|
| 158 |
|
|
| 152 |
|
The accompanying notes are an integral part of the consolidated financial statements.
DOMTAR CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
|
| At |
| |||||
|
| December 31, |
|
| December 31, |
| ||
|
| 2020 |
|
| 2019 |
| ||
|
| $ |
|
| $ |
| ||
Assets |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
| 309 |
|
|
| 61 |
|
Receivables, less allowances of $6 and $4 |
|
| 380 |
|
|
| 482 |
|
Inventories (NOTE 11) |
|
| 630 |
|
|
| 663 |
|
Prepaid expenses |
|
| 50 |
|
|
| 29 |
|
Income and other taxes receivable |
|
| 54 |
|
|
| 56 |
|
Assets held for sale (NOTE 3) |
|
| 1,133 |
|
|
| 227 |
|
Total current assets |
|
| 2,556 |
|
|
| 1,518 |
|
Property, plant and equipment, net (NOTE 12) |
|
| 2,023 |
|
|
| 2,223 |
|
Operating lease right-of-use assets (NOTE 13) |
|
| 59 |
|
|
| 58 |
|
Intangible assets, net (NOTE 14) |
|
| 29 |
|
|
| 30 |
|
Other assets (NOTE 15) |
|
| 189 |
|
|
| 163 |
|
Non-current assets held for sale (NOTE 3) |
|
| — |
|
|
| 911 |
|
Total assets |
|
| 4,856 |
|
|
| 4,903 |
|
|
|
|
|
|
|
|
|
|
Liabilities and shareholders' equity |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Bank indebtedness |
|
| — |
|
|
| 9 |
|
Trade and other payables (NOTE 17) |
|
| 484 |
|
|
| 580 |
|
Income and other taxes payable |
|
| 15 |
|
|
| 15 |
|
Operating lease liabilities due within one year (NOTE 13) |
|
| 20 |
|
|
| 18 |
|
Long-term debt due within one year (NOTE 19) |
|
| 13 |
|
|
| 1 |
|
Liabilities held for sale (NOTE 3) |
|
| 295 |
|
|
| 143 |
|
Total current liabilities |
|
| 827 |
|
|
| 766 |
|
Long-term debt (NOTE 19) |
|
| 1,084 |
|
|
| 937 |
|
Operating lease liabilities (NOTE 13) |
|
| 50 |
|
|
| 40 |
|
Deferred income taxes and other (NOTE 10) |
|
| 321 |
|
|
| 360 |
|
Other liabilities and deferred credits (NOTE 20) |
|
| 314 |
|
|
| 269 |
|
Long-term liabilities held for sale (NOTE 3) |
|
| — |
|
|
| 155 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (NOTE 22) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' equity (NOTE 21) |
|
|
|
|
|
|
|
|
Common stock $0.01 par value; authorized 2,000,000,000 shares; issued 65,001,104 and 65,001,104 shares |
|
| 1 |
|
|
| 1 |
|
Treasury stock $0.01 par value; 9,806,566 and 8,120,194 shares |
|
| — |
|
|
| — |
|
Additional paid-in capital |
|
| 1,717 |
|
|
| 1,770 |
|
Retained earnings |
|
| 846 |
|
|
| 998 |
|
Accumulated other comprehensive loss |
|
| (304 | ) |
|
| (393 | ) |
Total shareholders' equity |
|
| 2,260 |
|
|
| 2,376 |
|
Total liabilities and shareholders' equity |
|
| 4,856 |
|
|
| 4,903 |
|
The accompanying notes are an integral part of the consolidated financial statements.
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 |
| ||||||
|
|
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Balance at December 31, 2017 |
|
| 62.7 |
|
|
| 1 |
|
|
| 1,969 |
|
|
| 849 |
|
|
| (336 | ) |
|
| 2,483 |
|
Stock-based compensation, net of tax |
|
| 0.2 |
|
|
| — |
|
|
| 12 |
|
|
| — |
|
|
| — |
|
|
| 12 |
|
Net earnings |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 283 |
|
|
| — |
|
|
| 283 |
|
Net derivative losses on cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net losses arising during the period, net of tax of $10 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (30 | ) |
|
| (30 | ) |
Less: Reclassification adjustment for gains included in net earnings, net of tax of $1 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (2 | ) |
|
| (2 | ) |
Foreign currency translation adjustments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (91 | ) |
|
| (91 | ) |
Change in unrecognized losses and prior service cost related to pension and post-retirement benefit plans, net of tax of $3 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (8 | ) |
|
| (8 | ) |
Cash dividends declared |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (109 | ) |
|
| — |
|
|
| (109 | ) |
Balance at December 31, 2018 |
|
| 62.9 |
|
|
| 1 |
|
|
| 1,981 |
|
|
| 1,023 |
|
|
| (467 | ) |
|
| 2,538 |
|
Stock-based compensation, net of tax |
|
| 0.2 |
|
|
| — |
|
|
| 8 |
|
|
| — |
|
|
| — |
|
|
| 8 |
|
Net earnings |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 84 |
|
|
| — |
|
|
| 84 |
|
Net derivative gains on cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gains arising during the period, net of tax of $(3) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 11 |
|
|
| 11 |
|
Less: Reclassification adjustment for losses included in net earnings, net of tax of $(3) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 8 |
|
|
| 8 |
|
Foreign currency translation adjustments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 21 |
|
|
| 21 |
|
Change in unrecognized gains and prior service cost related to pension and post-retirement benefit plans, net of tax of $(13) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 34 |
|
|
| 34 |
|
Stock repurchase |
|
| (6.2 | ) |
|
| — |
|
|
| (219 | ) |
|
| — |
|
|
| — |
|
|
| (219 | ) |
Cash dividends declared |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (109 | ) |
|
| — |
|
|
| (109 | ) |
Balance at December 31, 2019 |
|
| 56.9 |
|
|
| 1 |
|
|
| 1,770 |
|
|
| 998 |
|
|
| (393 | ) |
|
| 2,376 |
|
Stock-based compensation, net of tax |
|
| 0.1 |
|
|
| — |
|
|
| 6 |
|
|
| — |
|
|
| — |
|
|
| 6 |
|
Net loss |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (127 | ) |
|
| — |
|
|
| (127 | ) |
Net derivative gains on cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gains arising during the period, net of tax of $(9) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 27 |
|
|
| 27 |
|
Less: Reclassification adjustment for losses included in net loss, net of tax of $(4) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 12 |
|
|
| 12 |
|
Foreign currency translation adjustments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 63 |
|
|
| 63 |
|
Change in unrecognized losses and prior service cost related to pension and post-retirement benefit plans, net of tax of $4 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (13 | ) |
|
| (13 | ) |
Stock repurchase |
|
| (1.8 | ) |
|
| — |
|
|
| (59 | ) |
|
| — |
|
|
| — |
|
|
| (59 | ) |
Cash dividends declared |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (25 | ) |
|
| — |
|
|
| (25 | ) |
Balance at December 31, 2020 |
|
| 55.2 |
|
|
| 1 |
|
|
| 1,717 |
|
|
| 846 |
|
|
| (304 | ) |
|
| 2,260 |
|
The accompanying notes are an integral part of the consolidated financial statements
DOMTAR CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN MILLIONS OF DOLLARS)
|
| Year ended December 31, 2020 |
|
| Year ended December 31, 2019 |
|
| Year ended December 31, 2018 |
| |||
|
| $ |
|
| $ |
|
| $ |
| |||
Operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) earnings |
|
| (127 | ) |
|
| 84 |
|
|
| 283 |
|
Adjustments to reconcile net (loss) earnings to cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
| 283 |
|
|
| 293 |
|
|
| 308 |
|
Deferred income taxes and tax uncertainties (NOTE 10) |
|
| (45 | ) |
|
| (16 | ) |
|
| 13 |
|
Impairment of long-lived assets (NOTE 16) |
|
| 137 |
|
|
| 58 |
|
|
| 7 |
|
Impairment of inventory (NOTE 16) |
|
| 31 |
|
|
| 6 |
|
|
| 4 |
|
Net gains on disposals of property, plant and equipment |
|
| (1 | ) |
|
| — |
|
|
| (4 | ) |
Loss on classification as held for sale (NOTE 3) |
|
| 45 |
|
|
| — |
|
|
| — |
|
Stock-based compensation expense |
|
| 8 |
|
|
| 9 |
|
|
| 8 |
|
Equity loss, net |
|
| 3 |
|
|
| 2 |
|
|
| 2 |
|
Other |
|
| 4 |
|
|
| — |
|
|
| (1 | ) |
Changes in assets and liabilities, excluding the effect of acquisition of business |
|
|
|
|
|
|
|
|
|
|
|
|
Receivables |
|
| 99 |
|
|
| 96 |
|
|
| 18 |
|
Inventories |
|
| 7 |
|
|
| (22 | ) |
|
| (28 | ) |
Prepaid expenses |
|
| 11 |
|
|
| 2 |
|
|
| 2 |
|
Trade and other payables |
|
| (57 | ) |
|
| (67 | ) |
|
| 24 |
|
Income and other taxes |
|
| 13 |
|
|
| (43 | ) |
|
| (32 | ) |
Difference between employer pension and other post-retirement contributions and pension and other post-retirement expense |
|
| (4 | ) |
|
| 29 |
|
|
| (46 | ) |
Other assets and other liabilities |
|
| 4 |
|
|
| 11 |
|
|
| (4 | ) |
Cash flows from operating activities |
|
| 411 |
|
|
| 442 |
|
|
| 554 |
|
Investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
Additions to property, plant and equipment |
|
| (175 | ) |
|
| (255 | ) |
|
| (195 | ) |
Proceeds from disposals of property, plant and equipment |
|
| 3 |
|
|
| 1 |
|
|
| 5 |
|
Acquisition of business, net of cash acquired (NOTE 4) |
|
| (30 | ) |
|
| — |
|
|
| — |
|
Other |
|
| — |
|
|
| — |
|
|
| (6 | ) |
Cash flows used for investing activities |
|
| (202 | ) |
|
| (254 | ) |
|
| (196 | ) |
Financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
Dividend payments |
|
| (51 | ) |
|
| (110 | ) |
|
| (108 | ) |
Stock repurchase |
|
| (59 | ) |
|
| (219 | ) |
|
| — |
|
Net change in bank indebtedness |
|
| (10 | ) |
|
| 9 |
|
|
| — |
|
Change in revolving credit facility |
|
| (80 | ) |
|
| 80 |
|
|
| — |
|
Proceeds from receivables securitization facility |
|
| 25 |
|
|
| 205 |
|
|
| 85 |
|
Repayments of receivables securitization facility |
|
| (80 | ) |
|
| (200 | ) |
|
| (60 | ) |
Issuance of long-term debt |
|
| 300 |
|
|
| — |
|
|
| — |
|
Repayments of long-term debt |
|
| (7 | ) |
|
| (1 | ) |
|
| (301 | ) |
Other |
|
| (3 | ) |
|
| (1 | ) |
|
| 2 |
|
Cash flows provided from (used for) financing activities |
|
| 35 |
|
|
| (237 | ) |
|
| (382 | ) |
Net increase (decrease) in cash and cash equivalents |
|
| 244 |
|
|
| (49 | ) |
|
| (24 | ) |
Impact of foreign exchange on cash |
|
| 4 |
|
|
| (1 | ) |
|
| (4 | ) |
Cash and cash equivalents at beginning of year |
|
| 61 |
|
|
| 111 |
|
|
| 139 |
|
Cash and cash equivalents at end of year |
|
| 309 |
|
|
| 61 |
|
|
| 111 |
|
Supplemental cash flow information |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash payments (refund) for: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
| 52 |
|
|
| 46 |
|
|
| 57 |
|
Income taxes |
|
| (22 | ) |
|
| 59 |
|
|
| 71 |
|
The accompanying notes are an integral part of the consolidated financial statements.
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 | 55 | |
NOTE 2 | 62 | |
NOTE 3 | 63 | |
NOTE 4 | 66 | |
NOTE 5 | 67 | |
NOTE 6 | 71 | |
NOTE 7 | 72 | |
NOTE 8 | 81 | |
NOTE 9 | 82 | |
NOTE 10 | 83 | |
NOTE 11 | 88 | |
NOTE 12 | 89 | |
NOTE 13 | 90 | |
NOTE 14 | 92 | |
NOTE 15 | 93 | |
NOTE 16 | CLOSURE AND RESTRUCTURING COSTS AND IMPAIRMENT OF LONG-LIVED ASSETS | 94 |
NOTE 17 | 96 | |
NOTE 18 | CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT | 97 |
NOTE 19 | 99 | |
NOTE 20 | 101 | |
NOTE 21 | 102 | |
NOTE 22 | 104 | |
NOTE 23 | DERIVATIVES AND HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENT | 107 |
NOTE 24 | 112 | |
NOTE 25 | 115 |
54
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Domtar designs, manufactures, markets and distributes a wide variety of fiber-based products including communication papers, specialty and packaging papers and components of absorbent hygiene products. The foundation of its business is a network of wood fiber converting assets that produce paper grade, fluff and specialty pulp. The majority of this pulp production is consumed internally to manufacture paper with the balance sold as market pulp. Domtar is 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.
BASIS OF PRESENTATION
The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the year, the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements. On an ongoing basis, management reviews the estimates and assumptions, including but not limited to 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, based on currently available information. Actual results could differ from those estimates.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Domtar and its controlled subsidiaries. Intercompany transactions have been eliminated on consolidation. The equity method of accounting is used for investments in affiliates over which the Company has significant influence but does not have effective control.
DISCONTINUED OPERATIONS
The results of operations for the Personal Care business unit (disposal group) have been classified as discontinued operations for all periods presented in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss) as the disposal group met the criteria to be classified as held for sale in the fourth quarter and the disposal of the business unit represents a strategic shift that will have a major effect on the Company's operations and financial results. The after-tax results of operations of the discontinued operations (including the loss recognized on classification as held for sale are reported as a separate component in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss) for current and all prior periods presented. In addition, the related assets and liabilities of the disposal group have been classified as held for sale in the Consolidated Balance Sheets at December 31, 2020 and 2019.
TRANSLATION OF FOREIGN CURRENCIES
The Company determines its international subsidiaries’ functional currency by reviewing the currencies in which their respective operating activities occur. The Company translates assets and liabilities of its non-U.S. dollar functional currency subsidiaries into U.S. dollars using the rate in effect at the balance sheet date and revenues and expenses are translated at the average exchange rates during the year. Foreign currency translation gains and losses are included in Shareholders’ equity as a component of Accumulated other comprehensive loss in the accompanying Consolidated Balance Sheets.
Monetary assets and liabilities denominated in a currency that is different from a reporting entity’s functional currency must first be remeasured from the applicable currency to the legal entity’s functional currency. The effect of this remeasurement process is recognized in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss) and is partially offset by the Company’s hedging program (refer to Note 23 ���Derivatives and hedging activities and fair value measurement”).
55
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
REVENUE RECOGNITION
The Company’s revenue is generated from the sale of finished goods to customers. Revenue is recognized at a single point in time when the performance obligation is satisfied which occurs when the control over the goods is transferred to customers. For shipping and handling activities performed after customers obtain control of the goods, the Company elected to account for these activities as fulfillment activities rather than assessing such activities as separate performance obligations. Accordingly, the sale of goods to customers represents a single performance obligation to which the entire transaction price is allocated.
The point in time when the control of goods is transferred to customers is largely dependent on delivery terms. Revenue is recorded at the time of shipment for delivery terms designated free on board (“f.o.b.”) shipping point. For sales transactions designated f.o.b. destination, revenue is recorded when the product is delivered to the customer’s delivery site.
Revenue is measured as the amount of consideration the Company expects to receive in exchange for goods transferred to customers. Revenue is recognized net of variable consideration in the form of rebates, discounts and other commercial incentives extended to customers. Variable consideration is recognized using the most likely amounts which are based on an analysis of historical experience and current period expectations. The Company includes estimated amounts of variable consideration in revenue to the extent that it is probable that there will not be a significant reversal of recognized revenue when the uncertainty related to that variable consideration is resolved.
For all the Company’s contracts, customer payments are due in less than one year. Accordingly, the Company does not adjust the amount of revenue recognized for the effects of a significant financing component.
Sales taxes, and other similar taxes, collected from customers are excluded from revenue.
SHIPPING AND HANDLING COSTS
The Company classifies shipping and handling costs as a component of Cost of sales in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss).
CLOSURE AND RESTRUCTURING COSTS
Closure and restructuring costs are recognized as liabilities in the period when they are incurred and are measured at their fair value. For such recognition to occur, management, with the appropriate level of authority, must have approved and committed to a firm plan and appropriate communication to those affected must have occurred. These provisions may require an estimation of costs such as severance and termination benefits, pension and related curtailments, environmental remediation and may also include expenses related to demolition and outplacement. Actions taken may also require an evaluation of any remaining assets to determine required impairments, if any, and a review of estimated remaining useful lives which may lead to accelerated depreciation expense.
Estimates of cash flows and fair value relating to closures and restructurings require judgment. Closure and restructuring liabilities are based on management’s best estimates of future events. Although the Company does not anticipate significant changes, the actual costs may differ from these estimates due to subsequent developments such as the results of environmental studies, the ability to find a buyer for assets set to be dismantled and demolished and other business developments. As such, additional costs and further working capital adjustments may be required in future periods.
56
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES
Domtar uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined according to differences between the carrying amounts and tax bases of the assets and liabilities. The Company records its worldwide tax provision based on the respective tax rules and regulations for the jurisdictions in which it operates. The change in the net deferred tax asset or liability is included in Income tax expense (benefit) or in Other comprehensive income (loss) in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss). Deferred tax assets and liabilities are measured using enacted tax rates and laws expected to apply in the years in which the assets and liabilities are expected to be recovered or settled. Uncertain tax positions are recorded based upon the Company’s evaluation of whether it is “more likely than not” (a probability level of more than 50%) that, based upon its technical merits, the tax position will be sustained upon examination by the taxing authorities. The Company establishes a valuation allowance for deferred tax assets when it is more likely than not that they will not be realized. In general, “realization” refers to the incremental benefit achieved through the reduction in future taxes payable or an increase in future taxes refundable from the deferred tax assets. Deferred tax assets and liabilities are classified as non-current items on the Consolidated Balance Sheets.
The Company recognizes interest and penalties related to income tax matters as a component of Income tax expense (benefit) in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss).
If and when incurred, the Company accounts for any taxes associated with Global Intangible Low-Taxed Income (“GILTI”) as a period cost.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash and short-term investments with original maturities of less than three months and are presented at cost which approximates fair value.
RECEIVABLES AND ALLOWANCES FOR CREDIT LOSSES
We establish allowances for credit losses on receivables. The adequacy of these allowances is assessed quarterly through consideration of factors including, but not limited to, customer credit ratings, bankruptcy filings, published or estimated credit default rates, age of the receivable, expected loss rates and collateral exposures. We assign internal credit ratings for all customers and determine the creditworthiness of each customer based upon publicly available information and information obtained directly from our customers. Our rating categories are comparable to those used by major credit rating agencies. The securitization of receivables is accounted for as secured borrowings. Accordingly, financing expenses related to the securitization of receivables are recognized in earnings as a component of Interest expense, net in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss).
INVENTORIES
Inventories are stated at the lower of cost or net realizable value. Cost includes labor, materials and production overhead. The last-in, first-out (“LIFO”) method is used to account for certain domestic raw materials, in process and finished goods inventories. LIFO inventories were $220 million and $242 million at December 31, 2020 and 2019, respectively. The balance of domestic raw material inventories, all materials and supplies inventories and all foreign inventories are recorded at either the first-in, first-out (“FIFO”) or average cost methods. Had the inventories for which the LIFO method is used been valued under the FIFO method, the amounts at which product inventories are stated would have been $52 million and $69 million greater at December 31, 2020 and 2019, respectively.
57
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost less accumulated depreciation including asset impairments. Costs for repair and maintenance activities are expensed as incurred under the direct expense method of accounting. Interest costs are capitalized for significant capital projects. For timberlands, the amortization is calculated using the unit of production method. For all other assets, depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Buildings and improvements are depreciated over periods of 10 to 40 years and machinery and equipment over periods of 3 to 20 years. NaN depreciation is recorded on assets under construction.
IMPAIRMENT OF PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are reviewed for impairment upon the occurrence of events or changes in circumstances indicating that the carrying value of the assets may not be recoverable, by comparing the net book value of the asset group to their estimated undiscounted future cash flows expected from their use and eventual disposition. Impaired assets are recorded at estimated fair value, determined principally by using the present value of estimated future cash flows expected from their use and eventual disposition.
LEASES
At inception of an arrangement, the Company determines whether the arrangement contains a lease. A lease conveys the right to control the use of identified property, plant, or equipment (asset) for a period of time in exchange for consideration. Control over the use of the identified asset means that the Company has both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset.
For each lease arrangement that has an original lease term of more than 12 months, a right-of-use asset and a lease liability are recorded in the Consolidated Balance Sheets. The right-of-use asset represents the Company’s right to use an underlying asset for the lease term while the lease liability represents the obligation to make lease payments arising from the lease. The right-of-use asset and the lease liability are initially recorded at the same amount at the lease commencement date based on the present value of the remaining lease payments discounted using the Company’s incremental borrowing rate. The operating lease right-of-use asset also include previously recognized impairments and purchase price adjustments relating to favorable and unfavorable terms of leases acquired as part of business combinations. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Any potential impairment for right-of-use assets will be calculated in the same manner as disclosed under impairment of long-lived assets.
The terms of a lease arrangement determine how a lease is classified (operating or finance), the resulting recognition pattern in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss) and the classification in the Consolidated Balance Sheets.
Finance lease expense is represented by the interest on the lease liability determined using the effective interest method and the amortization of the finance lease right-of-use asset calculated using the straight-line method over the estimated useful life of the identified asset. Finance lease related balances are included in the Consolidated Balance Sheets in Property, plant and equipment, net, Long-term debt due within one year and Long-term debt.
Operating lease expense is recorded on a straight-line basis over the lease term by adding interest expense determined using the effective interest method to the amortization of the right-of-use asset. Operating lease related balances are included in the Consolidated Balance Sheets in Operating lease right-of-use assets, Operating lease liabilities due within one year and Operating lease liabilities.
The Company elected to initially apply the new leases standard as of January 1, 2019 with certain available practical expedients. No cumulative-effect adjustments on retained earnings were necessary as of January 1, 2019. The most significant impact of adopting the new standard was the recognition of right-of-use assets and lease liabilities for operating leases. The accounting for finance leases remains substantially unchanged.
58
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INTANGIBLE ASSETS
Indefinite-lived intangible assets are not amortized and are evaluated for impairment individually at the beginning of the fourth quarter of every year, or more frequently whenever indicators of potential impairment exist. The Company has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of indefinite-lived intangible assets is less than their carrying amounts. To carry out the qualitative assessment, the Company considers elements such as the results of recent fair value assessments, macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, specific events affecting the Company and the business. The identification and impact assessment of events and circumstances on the fair value involves significant judgment and assumptions. If a qualitative assessment is performed and after assessing the qualitative factors, the Company determines that it is more likely than not that the fair value of the indefinite-lived intangible assets is less than their carrying amounts, then a quantitative impairment test is required. The Company can also elect to proceed directly to the quantitative test. The quantitative impairment test consists of comparing the fair value of the indefinite-lived intangible assets determined using a variety of methodologies to their carrying amount. If the carrying amounts of the indefinite-lived intangible assets exceed their fair value, an impairment loss is recognized in an amount equal to that excess.
Indefinite-lived intangible assets include license rights and water rights. The Company reviews its indefinite-lived intangible assets each reporting period to determine whether events and circumstances continue to support indefinite useful lives.
Definite-lived intangible assets are stated at cost less amortization and are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Definite-lived intangible assets include water rights, customer relationships, technology as well as non-compete agreements, which are being amortized using the straight-line method over their respective estimated useful lives. Any potential impairment for definite-lived intangible assets will be calculated in the same manner as disclosed under impairment of long-lived assets.
Amortization is based on the following useful lives:
Useful life | ||
Water rights | 40 years | |
Customer relationships | 20 to 30 years | |
Technology | 7 to 20 years | |
Non-Compete agreements | 9 years | |
DEBT ISSUANCE COSTS
Debt issuance costs are presented in the Consolidated Balance Sheets as a deduction from the carrying value of long-term debt. Debt issuance costs associated with revolving credit arrangements are presented in Other assets in the Consolidated Balance Sheets. Debt issuance costs are amortized using the effective rate method over the term of the related debt and included in Interest expense, net in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss).
59
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
ENVIRONMENTAL COSTS AND ASSET RETIREMENT OBLIGATIONS
Environmental expenditures for effluent treatment, air emission, silvicultural activities and site remediation (together referred to as environmental matters) are expensed or capitalized depending on their future economic benefit. In the normal course of business, Domtar incurs certain operating costs for environmental matters that are expensed as incurred. Expenditures for property, plant and equipment that prevent future environmental impacts are capitalized and amortized on a straight-line basis over 10 to 40 years. Provisions for environmental matters are recorded when remediation efforts are probable and can be reasonably estimated. Provisions for environmental matters are generally not discounted, due to uncertainty with respect to timing of expenditures.
Asset retirement obligations are mainly associated with landfill operation and closure, dredging of settling ponds and bark pile management and are recognized, at fair value, in the period in which Domtar incurs a legal obligation associated with the retirement of an asset. Conditional asset retirement obligations are recognized, at fair value, when the fair value of the liability can be reasonably estimated on a probability-weighted discounted cash flow estimate. The associated costs are capitalized as part of the carrying value of the related asset and depreciated over its remaining useful life. The liability is accreted using the credit adjusted risk-free interest rate used to discount the cash flow.
STOCK-BASED COMPENSATION AND OTHER STOCK-BASED PAYMENTS
Domtar recognizes the cost (net of estimated forfeitures) of employee services received in exchange for awards of equity instruments over the requisite service period, based on their grant date fair value for awards accounted for as equity and based on the quoted market value at the end of each reporting period for awards accounted for as liability. The Company awards are accounted for as compensation expense in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss) and presented in Additional paid-in capital on the Consolidated Balance Sheets for equity type awards and presented in Other liabilities and deferred credits on the Consolidated Balance Sheets for liability type awards.
The Company’s awards may be subject to market, performance and/or service conditions. Any consideration paid by plan participants on the exercise of stock options or the purchase of shares is credited to Additional paid-in capital in the Consolidated Balance Sheets. The par value included in the Additional paid-in capital component of stock-based compensation is transferred to Common stock upon the issuance of shares of common stock.
Stock options subject to service conditions vest pro rata on the first three anniversaries of the grant and have a seven-year term. Service and performance-based awards vest on the third anniversary of the grant. The performance-based awards have an additional feature where the ultimate number of units that vest will be determined by the Company’s performance results or shareholder return in relation to a predetermined target over the vesting period. Deferred Share Units vest immediately at the grant date and are remeasured at the end of each reporting period, until settlement, using the quoted market value.
Under the amended and restated Domtar Corporation 2007 Omnibus Incentive Plan (“Omnibus Plan”), a maximum of 872,136 shares are reserved for issuance in connection with awards to be granted.
DERIVATIVE INSTRUMENTS
Derivative instruments may be utilized by Domtar as part of the overall strategy to manage exposure to fluctuations in foreign currency, interest rate and commodity price on certain purchases. As a matter of policy, derivatives are not used for trading or speculative purposes. All derivatives are recorded at fair value either as assets or liabilities. When derivative instruments have been designated within a hedge relationship and are highly effective in offsetting the identified risk characteristics of specific financial assets and liabilities or group of financial assets and liabilities, hedge accounting is applied. In a fair value hedge, changes in fair value of derivatives are recognized in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss). The change in fair value of the hedged item attributable to the hedged risk is also recorded in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss) by way of a corresponding adjustment of the carrying amount of the hedged item recognized in the Consolidated Balance Sheets. In a cash flow hedge, changes in fair value of derivative instruments are recorded in Other comprehensive income (loss). These amounts are reclassified in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss) in the periods in which results are affected by the cash flows of the hedged item within the same line item.
60
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PENSION PLANS
Domtar’s plans include funded and unfunded defined benefit and defined contribution pension plans. Domtar recognizes the overfunded or underfunded status of defined benefit and underfunded defined contribution pension plans as an asset or liability in the Consolidated Balance Sheets. The net periodic benefit cost includes the following:
- | The cost of pension benefits provided in exchange for employees’ services rendered during the period, |
- | The interest cost of pension obligations, |
- | The expected long-term return on pension fund assets based on a market value of pension fund assets, |
- | Gains or losses on settlements and curtailments, |
- | The straight-line amortization of past service costs and plan amendments over the average remaining service period of approximately ten years of the active employee group covered by the plans, and |
- | The amortization of cumulative net actuarial gains and losses in excess of 10% of the greater of the projected benefit obligation and the market value of assets over the average remaining service period of approximately ten years of the active employee group covered by the plans. |
The defined benefit plan obligations are determined in accordance with the projected unit credit actuarial cost method.
OTHER POST-RETIREMENT BENEFIT PLANS
The Company recognizes the unfunded status of other post-retirement benefit plans (other than multiemployer plans) as a liability in the Consolidated Balance Sheets. These benefits, which are funded by Domtar as they become due, include life insurance programs, medical and dental benefits and short-term and long-term disability programs. The Company amortizes the cumulative net actuarial gains and losses in excess of 10% of the greater of the projected benefit obligation and the market value of assets over the average remaining service period of approximately 12 years of the active employee group covered by the plans.
GUARANTEES
A guarantee is a contract or an indemnification agreement that contingently requires Domtar to make payments to the other party of the contract or agreement, based on changes in an underlying item that is related to an asset, a liability or an equity security of the other party or on a third party’s failure to perform under an obligating agreement. It could also be an indirect guarantee of the indebtedness of another party, even though the payment to the other party may not be based on changes in an underlying item that is related to an asset, a liability or an equity security of the other party. Guarantees, when applicable, are accounted for at fair value.
6661
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
RECENT ACCOUNTING PRONOUNCEMENTS
ACCOUNTING CHANGES IMPLEMENTED
INVENTORYIMPLEMENTATION COSTS FOR CLOUD COMPUTING ARRANGEMENTS
In July 2015,August 2018, the FASB issued Accounting StandardStandards Update (“ASU”) 2015-11,2018-15, “SimplifyingCustomer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract”. Under the Measurementguidance, implementation costs for cloud computing arrangements should be evaluated for capitalization using the same approach as implementation costs associated with internal-use software and expensed over the term of Inventory,” which simplifies the measurement of inventories valued under FIFO – first-in, first-out –hosting arrangement. The ASU also provides guidance on presentation 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.disclosure.
The Company adopted the new guidance on January 1, 20172020 with no significant impact on the consolidated financial statements.
SHARE-BASED PAYMENTSRECEIVABLES
In MarchJune 2016, the FASB issued ASU 2016-09,2016-13, “ImprovementsFinancial Instruments - Credit Losses”. This ASU added a new impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes an allowance for its estimate of expected credit losses and applies to Employee Share-Based Payment Accounting,” which simplifies several aspectsmost debt instruments, trade receivables, lease receivables, financial guarantee contracts, and other loan commitments. The CECL model does not have a minimum threshold for recognition of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures,impairment losses and statutory tax withholding requirements, as well as classification in the statemententities will need to measure expected credit losses on assets that have a low risk of cash flows.loss.
The Company adopted the new guidance on January 1, 20172020 with no significant impact on the consolidated financial statements.
GOODWILL IMPAIRMENTINCOME TAXES
In January 2017,December 2019, the FASB issued ASU 2017-04,2019-12, “Income Taxes (Topic 740): Simplifying the TestAccounting for Goodwill Impairment,Income Taxes” which removes. The ASU simplifies the requirementaccounting for an entity to calculate the implied fair value of goodwillincome taxes by eliminating certain exceptions in measuring a goodwill impairment loss, referred to as the Step II test. As a result, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and should recognize an impairment charge for the amount for which the carrying value exceeds the reporting unit’s fair value. The impairment loss recognized should be recorded against goodwill and should not exceed the total amount of goodwill allocated to that reporting unit.
The Company adopted this ASU in the fourth quarter of 2017 on a prospective basis and applied the new guidance to the annual goodwill impairment tests performed in the fourth quarter of 2017. Refer to Note 4 “Impairment of goodwill and property, plant and equipment” for additional information on annual goodwill impairment test performed.
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 guidance 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. This new guidance will supersede 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.
Entities are permitted to adopt the new revenue standard by restating all prior periods under the full retrospective approach following ASC 250 “Accounting Changes and Error Corrections” or entities can elect to use a modified retrospective approach. Under the modified retrospective approach, entities will recognize the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings in the period of initial application and comparative prior year periods would not be adjusted.
67
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
The Company has completed its assessment of the impact of implementing the new accounting standard. The Company will adopt the new revenue standard in the first quarter of 2018 using the full retrospective transition method which will result in certain immaterial payments made to customers being reclassified in the Company’s Consolidated Statement of Earnings (Loss) and Comprehensive Income (Loss) of prior periods. Historically, these payments were classified as Selling, general and administrative expenses while they will be presented as a deduction of sales under the new standard. These adjustments will have no impact on retained earnings or other components of equity or net assets in the Company’s Consolidated Balance Sheets.
The Company has redrafted its accounting policies affected by this standard and determined the extent of the expanded disclosure requirements. The Company does not expect significant changes in its control environment and business processes due to the adoption of the new standard.
The Company will elect to apply the following accounting policies:
For shipping and handling activities performed after customers obtain control of the goods, the Company will elect to account for these activities as fulfillment activities rather than separate performance obligations.
Sales taxes (and other similar taxes) collected from customers will be excluded from revenue. This is consistent with the Company’s current practice.
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 accounting740 related to the classificationmethodology for calculating income taxes in an interim period. It also clarifies and measurementsimplifies other aspects of investments in equity securitiesthe accounting for income taxes, improving the consistent application and the presentationsimplification of certain fair value changes for financial liabilities measured at fair value. The ASU also amends certain disclosure requirements associated withU.S. GAAP. For public companies, the fair value of financial instruments.
The amendments in this updateASU are effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2017. Companies 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.
68
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
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.
As a lessee, Domtar’s various leases under existing guidance are classified as operating leases that are not recorded on the balance sheet but are recorded in the statement of earnings as expense is incurred. Upon adoption of the new guidance, the Company will be required to record substantially all leases on the Consolidated Balance Sheets as a right-of-use asset and a lease liability. The timing of expense recognition and classification in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss) could change based on the classification of leases as either operating or financing.
This ASU is effective for fiscal years beginning after December 15, 2018, including2020 and interim periods within those fiscal years, with early adoption permitted aspermitted. The Company elected to early adopt this standard for its interim period ended September 30, 2020, using the methods directed by the standard. The most significant impact to the Company is the removal of a limit on the tax benefit recognized on pre-tax losses in interim periods, which allowed the Company to recognize a higher tax benefit in the quarter of adoption than previously allowable. The adoption of this ASU did not change the total income tax benefit the Company recognized for the full year ended December 31, 2020.
FUTURE ACCOUNTING CHANGES
TRANSITION AWAY FROM INTERBANK OFFERED RATES
On March 12, 2020, the FASB issued ASU 2020-04, “Facilitation of the beginningEffects of an interimReference Rate Reform on Financial Reporting”. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or annual reporting period.another reference rate expected to be discontinued.
The Company will adoptamendments in the ASU on January 1, 2019 usingare elective and apply to entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. An entity may elect to apply the modified retrospective approach required by the guidance.amendments prospectively through December 31, 2022.
The Company has begun its impact assessment including taking an inventory ofand while its outstanding leases and analyzing all contracts that contain a lease. While the Company’s evaluation of this guidance is in the early stages, the Company currently expectsdoes not expect the adoption of this guidance to have a material impact on the Consolidated Balance Sheets.
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.
CLASSIFICATION OF CASH FLOWS
In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows,” which amends ASC 230 to add or clarify guidance on the classification of certain cash receipts and payments in the statement of cash flows. The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. This ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The guidance must be applied retrospectively to all periods presented but it may be applied prospectively if retrospective application would be impracticable.
The Company does not expect this new guidance to have a material impact on the consolidated financial statements.
69
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
In March 2017, the FASB issued ASU 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost,” which requires an entity to present the service cost component of the net periodic benefit cost with other employee compensation costs in operating income. Only the service cost components will be eligible for capitalization in assets. The other components of the net periodic benefit cost (i.e., interest expense, expected return on plan assets, amortization of actuarial gains or losses and amortization of prior year service costs) will be presented outside of any subtotal of operating income. An appropriate disclosure of the line(s) used to present other components of net periodic benefit costs is required if the components are not presented separately in the statement of earnings. This ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted as of the beginning of an annual period for which financial statements have not been issued or made available for issuance.
The Company will adopt the ASU on January 1, 2018 using a retrospective approach for the presentation of the service cost component and the other components of net periodic benefit costs in the Consolidated Statement of Earnings (Loss) and Comprehensive Income (Loss) and prospectively for the capitalization of the service cost component of net periodic benefit costs in assets. The guidance includes a practical expedient that permits an entity to estimate amounts for comparative periods using the information previously disclosed in its pension plans and other post-retirement benefit plans footnote.
The Company does not expect this new guidance to have a material impact on the consolidated earnings.
DERIVATIVES AND HEDGING
In August 2017, the FASB issued ASU 2017-12, “Targeted Improvements to Accounting for Hedging Activities”, which amends the hedge accounting recognition and presentation requirements in ASC 815. The objectives of the ASU are to (1) improve the transparency and understandability of information conveyed to financial statement users about an entity’s risk management activities by better aligning the entity’s financial reporting for hedging relationships with those risk management activities and (2) reduce the complexity of and simplify the application of hedge accounting by preparers.
This ASU is effective for fiscal years beginning after December 15, 2018, and interim periods therein. Entities are permitted to early adopt the new guidance in any interim or annual period after issuance of the ASU. If an entity early adopts the updated guidance in an interim period, any transition adjustments should be reflected as of the beginning of the fiscal year.
While the Company is still evaluating the impact of adopting this new guidance, it does not expect this new guidance to have a material impact on the consolidated financial statements.
7062
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
DISCONTINUED OPERATIONS
Sale of Personal Care business
On January 7, 2021, Domtar Corporation entered into a definitive agreement with American Industrial Partners (AIP) to sell the Company’s Personal Care business for a purchase price of $920 million in cash, including elements of working capital estimated at $130 million, subject to customary adjustments. Subject to the satisfaction or waiver of conditions of the agreement, the transaction is expected to close in the first quarter of 2021.
The result of operations of the Company’s Personal Care business were reclassified to discontinued operations during 2020. These results have been summarized in Earnings (loss) from discontinued operations, net of taxes on the Company’s Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss) for each period presented. The Consolidated Statements of Cash Flows were not reclassified to reflect discontinued operations. Personal Care was previously disclosed as a separate reportable business segment.
Major components of earnings (loss) from discontinued operations:
|
| Year ended December 31, |
|
| Year ended December 31, |
|
| Year ended December 31, |
| |||
|
| 2020 |
|
| 2019 |
|
| 2018 |
| |||
|
| $ |
|
| $ |
|
| $ |
| |||
Sales |
|
| 995 |
|
|
| 920 |
|
|
| 959 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales, excluding depreciation and amortization |
|
| 721 |
|
|
| 684 |
|
|
| 734 |
|
Depreciation and amortization |
|
| 60 |
|
|
| 62 |
|
|
| 67 |
|
Selling, general and administrative |
|
| 141 |
|
|
| 143 |
|
|
| 151 |
|
Impairment of long-lived assets |
|
| 1 |
|
|
| 26 |
|
|
| 7 |
|
Closure and restructuring costs |
|
| — |
|
|
| 20 |
|
|
| 8 |
|
Other operating loss, net |
|
| 2 |
|
|
| 1 |
|
|
| 1 |
|
|
|
| 925 |
|
|
| 936 |
|
|
| 968 |
|
Operating income (loss) |
|
| 70 |
|
|
| (16 | ) |
|
| (9 | ) |
Loss on classification as held for sale |
|
| 45 |
|
|
| — |
|
|
| — |
|
Earnings (loss) from discontinued operations before income taxes |
|
| 25 |
|
|
| (16 | ) |
|
| (9 | ) |
Income tax expense (benefit) |
|
| 7 |
|
|
| (15 | ) |
|
| (11 | ) |
Net earnings (loss) from discontinued operations |
|
| 18 |
|
|
| (1 | ) |
|
| 2 |
|
63
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 3. DISCONTINUED OPERATIONS (CONTINUED)
Major classes of assets and liabilities classified as held for sale in the accompanying Balance Sheets were as follows:
|
| At |
| |||||
|
| December 31, |
|
| December 31, |
| ||
|
| 2020 |
|
| 2019 |
| ||
|
| $ |
|
| $ |
| ||
Assets |
|
|
|
|
|
|
|
|
Receivables |
|
| 110 |
|
|
| 94 |
|
Inventories |
|
| 138 |
|
|
| 123 |
|
Prepaid expenses |
|
| 3 |
|
|
| 4 |
|
Income and other taxes receivable |
|
| 3 |
|
|
| 6 |
|
Property, plant and equipment, net |
|
| 351 |
|
|
| 344 |
|
Operating lease right-of-use assets |
|
| 15 |
|
|
| 22 |
|
Intangible assets, net (2)(3) |
|
| 554 |
|
|
| 543 |
|
Other assets |
|
| 2 |
|
|
| 2 |
|
Total assets |
|
| 1,176 |
|
|
| 1,138 |
|
Loss on classification as held for sale |
|
| (43 | ) |
|
| — |
|
Total assets of the disposal group classified as held for sale on the Consolidated Balance Sheets (1) |
|
| 1,133 |
|
|
| 1,138 |
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Trade and other payables |
|
| 128 |
|
|
| 125 |
|
Income and other taxes payable |
|
| 12 |
|
|
| 7 |
|
Operating lease liabilities due within one year |
|
| 8 |
|
|
| 10 |
|
Long-term debt |
|
| 1 |
|
|
| 1 |
|
Operating lease liabilities |
|
| 8 |
|
|
| 29 |
|
Deferred income taxes and other |
|
| 130 |
|
|
| 119 |
|
Other liabilities and deferred credits |
|
| 8 |
|
|
| 7 |
|
Total liabilities of the disposal group classified as held for sale on the Consolidated Balance Sheets (1) |
|
| 295 |
|
|
| 298 |
|
(1) | Total assets and liabilities of discontinued operations are classified in current assets and liabilities, respectively, in the Company’s Consolidated Balance Sheet at December 31, 2020, as the discontinued operations are expected to be disposed in the first quarter of 2021. The assets and liabilities of discontinued operations are classified in their respective current and long-term classifications, in the Company’s Consolidated Balance Sheet at December 31, 2019 in accordance with the nature and underlying classification of such assets and liabilities. |
(2) | Intangible assets, net at December 31, 2020 are comprised of $290 million of indefinite-lived assets and $264 million of definite-lived assets (2019 – $272 million and $271 million, respectively). |
(3) | Indefinite-lived intangible assets of the disposal group held for sale consists of trade names ($248 million) and catalog rights ($42 million) following the business acquisitions in the Company’s former Personal Care segment. Indefinite-lived intangible assets included in the disposal group held for sales are tested at the asset level. In connection with the Company's annual impairment testing in the fourth quarter of 2020, a quantitative assessment was performed for each indefinite lived intangible asset. If the carrying amounts of the indefinite-lived intangible assets exceed their respective fair value, an impairment loss is recognized in an amount equal to that excess. In performing the quantitative assessment, fair value of the indefinite-lived intangible assets is derived using an income approach. Under this approach, the fair value of indefinite-lived intangible assets is estimated based on the present value of estimated future cash flows (a relief from royalty model). Considerable management judgment is necessary to estimate future cash flows used to measure the fair value. Key estimates supporting the cash flow projections include, but are not limited to, management's assessment of industry and market conditions as well as estimates of revenue growth rates, royalty rate, tax rates and discount rates. Financial forecasts are consistent with the |
64
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 3. DISCONTINUED OPERATIONS (CONTINUED)
Company’s operating plans and are prepared for each indefinite-lived intangible asset assessment. The discount rate assumptions used are based on the weighted-average cost of capital adjusted for business-specific and other relevant risks. The quantitative assessment performed in the fourth quarter of 2020 indicated that the indefinite-lived intangible assets had fair values that exceeded their carrying amounts. Variations in management’s assumptions and estimates, particularly in the expected growth rates and royalty rates embedded in the cash flow projections, and the discount rate could have a significant impact on fair value. The Company’s former Personal Care business was classified as a disposal group held for sale in the fourth quarter of 2020 and the Company performed an updated impairment assessment of the indefinite-lived intangible assets included in the disposal group held for sale. The updated impairment assessment did not result in an impairment loss. |
Cash Flows from Discontinued Operations:
|
| Year ended December 31, |
|
| Year ended December 31, |
|
| Year ended December 31, |
| |||
|
| 2020 |
|
| 2019 |
|
| 2018 |
| |||
|
| $ |
|
| $ |
|
| $ |
| |||
Cash flows from operating activities |
|
| 111 |
|
|
| 90 |
|
|
| 58 |
|
Cash flows used for investing activities |
|
| (34 | ) |
|
| (40 | ) |
|
| (29 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
65
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 4.
ACQUISITION OF BUSINESSESBUSINESS
AcquisitionPurchase of Home Delivery Incontinent Supplies Co.Appvion Point of Sale business
On October 1, 2016,April 27, 2020, Domtar Corporation completed the acquisition of 100% of the outstanding sharesPoint of Home Delivery Incontinent Supplies Co. (“HDIS”). HDIS is a leading national direct-to-consumer provider of adult incontinenceSale paper business from Appvion Operation Inc. The business includes the coater and related products. Based in Olivette, Missouri, HDIS provides customers with high-quality products and a personalized service for all of their incontinence needs. HDIS operates a distribution center in Olivette, Missouri,equipment located at Appvion’s West Carrollton, Ohio, facility as well as two retail locations, in Texarkana, Arkansasa license for all corresponding intellectual property and Daytona Beach, Florida and has approximately 240 employees.assumed liabilities related to post-retirement benefits. The results of HDIS’s operations arethis business have been included in the Personal Care reportable segment starting on October 1, 2016.consolidated financial statements as of April 27, 2020. The purchase price was $52$20 million netin cash plus the book value of cash acquiredraw materials and finished goods inventory, subject to post-closing adjustments. The acquisition was accounted for as a business combination under the acquisition method of $3 million and included a potential earn-out payment of up to $10 million to be settled after the first anniversary of the acquisition. The final amount of the earn-out was $8 million and was paid in the last quarter of 2017.
accounting. The total purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on the Company’s estimates of their fair value, which wereare based on information available at that time.currently available.
The table below illustrates the purchase price allocation:
Fair value of net assets acquired at the date of acquisition |
|
|
|
|
|
|
|
|
Receivables |
|
|
|
|
| $ | 4 |
|
Inventory |
|
|
|
|
|
| 4 |
|
Property, plant and equipment |
|
|
|
|
|
| 1 |
|
Intangible assets |
|
|
|
|
|
|
|
|
Customer relationships (1) |
|
| 21 |
|
|
|
|
|
Trade names (2) |
|
| 13 |
|
|
|
|
|
|
|
|
|
|
|
| 34 |
|
Goodwill |
|
|
|
|
|
| 17 |
|
Deferred income tax assets |
|
|
|
|
|
| 2 |
|
Total assets |
|
|
|
|
|
| 62 |
|
|
|
|
|
|
|
|
|
|
Less: Liabilities |
|
|
|
|
|
|
|
|
Trade and other payables |
|
|
|
|
|
| 10 |
|
Total liabilities |
|
|
|
|
|
| 10 |
|
|
|
|
|
|
|
|
|
|
Fair value of net assets acquired at the date of acquisition |
|
|
|
|
|
| 52 |
|
|
|
|
| |||||
Inventories | 11 | |||||
Property, plant and equipment | 23 | |||||
Operating lease right-of-use assets | 2 | |||||
Total assets | 36 | |||||
Less: Assumed Liabilities | 6 | |||||
Fair value of net assets acquired at the date of acquisition | 30 |
7166
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
IMPAIRMENT OF GOODWILL AND PROPERTY, PLANT AND EQUIPMENT
IMPAIRMENT OF GOODWILL
Goodwill is subject to an annual goodwill impairment test or more frequently whenever indicators of potential goodwill impairment exist. Goodwill impairment exists when the carrying amount of a reporting unit exceeds its fair value. An impairment loss is then recorded and may not exceed the total amount of goodwill allocated to the reporting unit. The Company performed its annual goodwill impairment testing at October 1, 2017. At that date, total goodwill amounting to $578 million resided in the Personal Care reporting unit.
During the 2017 annual review of goodwill, management proceeded directly to the quantitative impairment test for the Personal Care reporting unit. The estimated fair value, determined by the present value of estimated future cash flows was lower than the reporting unit’s carrying value and as such the Company recognized a non-cash impairment charge of $578 million, representing the entire amount of goodwill related to the Personal Care reporting unit.
Growing competitive market pressures in the healthcare and retail markets over the last year, including the entry of new competitors in the private label category, excess industry capacity and the pressure to limit healthcare spending by governmental agencies, are expected to result in lower than previously anticipated sales and operating margin. In light of this weakened market outlook, the Company’s current business forecast was not sufficient to derive a fair value able to support the carrying value of the goodwill associated with the Personal Care reporting unit, leading to the impairment of goodwill.
In prior years, the Company performed its annual goodwill impairment tests at October 1, 2016 and 2015 and determined that the estimated fair value of the Personal Care reporting unit exceeded its carrying value. As a result, no impairment charges were recorded during 2016 and 2015.
IMPAIRMENT OF PROPERTY, PLANT AND EQUIPMENT
The Company reviews property, plant and equipment for impairment upon the occurrence of events or changes in circumstances indicating that, at the lowest level of determinable cash flows, the carrying value of the asset group may not be recoverable.
Estimates of undiscounted future cash flows used to test the recoverability of the asset group includes key assumptions related to selling prices, inflation-adjusted cost projections, forecasted exchange rates when applicable and the estimated useful life of the asset group.
Ashdown, Arkansas pulp and paper mill – Conversion of a paper machine
In the fourth quarter of 2014, the Company announced the conversion of a paper machine at Ashdown, Arkansas pulp and paper mill to a high quality fluff pulp line. As a result, in 2016 the Company recognized $29 million of accelerated depreciation in Impairment of goodwill and property, plant and equipment on the Consolidated Statement of Earnings (Loss) and Comprehensive Income (Loss) (2015 – $77 million).
72
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
STOCK-BASED COMPENSATION
OMNIBUS PLAN
Under the Omnibus Plan, the Company may award to key employees and non-employee directors, at the discretion of the Human Resources Committee of the Board of Directors, non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock units, performance-conditioned restricted stock units, performance share units, deferred share units (“DSUs”) and other stock-based awards. The non-employee directors only receive DSUs. The Company generally grants awards annually and uses, when available, treasury stock to fulfill awards settled in common stock and option exercises.
PERFORMANCE SHARE UNITS (“PSUs”)
PSUs are granted to Management Committee and non-Management Committee members. These awards will be settled in shares for Management Committee members and in cash for non-Management Committee members, based on market conditions and/or performance and service conditions. These awards have an additional feature where the ultimate number of units that vest will be determined by the Company’s performance results or shareholder return in relation to a predetermined target over the vesting period. No awards vest when the minimum thresholds are not achieved. The performance measurement date will vary depending on the specific award. These awards will cliff vest at various dates up to February 21, 2020.18, 2023.
|
|
|
|
|
| Weighted |
|
|
|
|
|
| Weighted |
| ||
|
|
|
|
|
| average grant |
|
|
|
|
|
| average grant |
| ||
PSUs |
| Number of units |
|
| date fair value |
|
| Number of units |
|
| date fair value |
| ||||
|
|
|
|
|
| $ |
|
|
|
|
|
| $ |
| ||
Vested and non-vested at December 31, 2014 |
|
| 310,303 |
|
|
| 45.52 |
| ||||||||
Vested and non-vested at December 31, 2017 |
|
| 622,468 |
|
|
| 37.78 |
| ||||||||
Granted |
|
| 238,537 |
|
|
| 41.39 |
| ||||||||
Forfeited |
|
| (36,932 | ) |
|
| 38.09 |
| ||||||||
Issued |
|
| 52,563 |
|
|
| 41.05 |
| ||||||||
Vested and settled |
|
| (154,178 | ) |
|
| 44.22 |
| ||||||||
Vested and non-vested at December 31, 2018 |
|
| 722,458 |
|
|
| 37.82 |
| ||||||||
Granted |
|
| 219,453 |
|
|
| 44.22 |
|
|
| 192,261 |
|
|
| 61.46 |
|
Forfeited |
|
| (21,918 | ) |
|
| 45.52 |
|
|
| (24,980 | ) |
|
| 45.54 |
|
Cancelled |
|
| (60,768 | ) |
|
| 35.40 |
|
|
| (41,399 | ) |
|
| 57.09 |
|
Vested and settled |
|
| (20,991 | ) |
|
| 51.48 |
|
|
| (222,019 | ) |
|
| 32.39 |
|
Vested and non-vested at December 31, 2015 |
|
| 426,079 |
|
|
| 46.00 |
| ||||||||
Vested and non-vested at December 31, 2019 |
|
| 626,321 |
|
|
| 45.42 |
| ||||||||
Granted |
|
| 295,504 |
|
|
| 32.38 |
|
|
| 304,604 |
|
|
| 36.70 |
|
Forfeited |
|
| (28,523 | ) |
|
| 39.81 |
|
|
| (27,778 | ) |
|
| 45.25 |
|
Cancelled |
|
| (101,124 | ) |
|
| 51.27 |
|
|
| (150,542 | ) |
|
| 45.41 |
|
Vested and settled |
|
| (74,655 | ) |
|
| 35.97 |
|
|
| (216,701 | ) |
|
| 39.04 |
|
Vested and non-vested at December 31, 2016 |
|
| 517,281 |
|
|
| 38.98 |
| ||||||||
Granted |
|
| 256,078 |
|
|
| 39.04 |
| ||||||||
Forfeited |
|
| (24,581 | ) |
|
| 37.59 |
| ||||||||
Cancelled |
|
| (75,710 | ) |
|
| 38.78 |
| ||||||||
Vested and settled |
|
| (50,600 | ) |
|
| 54.95 |
| ||||||||
Vested and non-vested at December 31, 2017 |
|
| 622,468 |
|
|
| 37.78 |
| ||||||||
Vested and non-vested at December 31, 2020 |
|
| 535,904 |
|
|
| 43.06 |
|
7367
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 5. STOCK-BASED COMPENSATION (CONTINUED)
The fair value of PSUs granted in 2017, 20162020, 2019 and 20152018 was estimated at the grant date using the Monte Carlo simulation methodology. The Monte Carlo simulation creates artificial futures by generating numerous sample paths of potential outcomes. The following assumptions were used in calculating the fair value of the units granted:
|
| 2017 |
|
| 2016 |
|
| 2015 |
|
| 2020 |
|
| 2019 |
|
| 2018 |
| ||||||
Dividend yield |
|
| 4.130 | % |
|
| 4.740 | % |
|
| 3.220 | % |
|
| 5.338 | % |
|
| 3.323 | % |
|
| 3.800 | % |
Expected volatility 1 year |
|
| 28 | % |
|
| 24 | % |
|
| 34 | % |
|
| 32 | % |
|
| 31 | % |
|
| 22 | % |
Expected volatility 3 years |
|
| 28 | % |
|
| 30 | % |
|
| 30 | % |
|
| 29 | % |
|
| 28 | % |
|
| 26 | % |
Risk-free interest rate December 31, 2015 |
|
| — |
|
|
| — |
|
|
| 0.732 | % | ||||||||||||
Risk-free interest rate December 31, 2016 |
|
| — |
|
|
| 1.057 | % |
|
| 0.893 | % | ||||||||||||
Risk-free interest rate December 31, 2017 |
|
| 1.614 | % |
|
| 0.860 | % |
|
| 1.200 | % | ||||||||||||
Risk-free interest rate December 31, 2018 |
|
| 1.606 | % |
|
| 0.900 | % |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2.23 | % |
Risk-free interest rate December 31, 2019 |
|
| 1.751 | % |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2.85 | % |
|
| 2.46 | % |
Risk-free interest rate December 31, 2020 |
|
| 1.42 | % |
|
| 2.65 | % |
|
| 2.61 | % | ||||||||||||
Risk-free interest rate December 31, 2021 |
|
| 1.26 | % |
|
| 2.56 | % |
|
| — |
| ||||||||||||
Risk-free interest rate December 31, 2022 |
|
| 1.21 | % |
|
| — |
|
|
| — |
|
At December 31, 2017,2020, of the total vested and non-vested PSUs, 288,332277,653 are expected to be settled in shares and 334,136258,251 will be settled in cash.
RESTRICTED STOCK UNITS (“RSUs”)
RSUs are granted to Management Committee and non-Management Committee members. These awards will be settled in shares for Management Committee members and in cash for non-Management Committee members, upon completing service conditions. The awards cliff vest after a service period of approximately three years. Additionally, the RSUs are credited with dividend equivalents in the form of additional RSUs when cash dividends are paid on the Company’s stock. The grant date fair value of RSUs is equal to the market value of the Company’s stock on the date the awards are granted.
|
|
|
|
|
| Weighted |
|
|
|
|
|
| Weighted |
| ||
|
|
|
|
|
| average grant |
|
|
|
|
|
| average grant |
| ||
RSUs |
| Number of units |
|
| date fair value |
|
| Number of units |
|
| date fair value |
| ||||
|
|
|
|
|
| $ |
|
|
|
|
|
| $ |
| ||
Non-vested at December 31, 2014 |
|
| 314,220 |
|
|
| 44.80 |
| ||||||||
Non-vested at December 31, 2017 |
|
| 460,663 |
|
|
| 38.56 |
| ||||||||
Granted/issued |
|
| 164,879 |
|
|
| 43.21 |
|
|
| 157,502 |
|
|
| 44.04 |
|
Forfeited |
|
| (12,464 | ) |
|
| 44.78 |
|
|
| (27,251 | ) |
|
| 39.91 |
|
Vested and settled |
|
| (119,669 | ) |
|
| 44.31 |
|
|
| (135,323 | ) |
|
| 42.54 |
|
Non-vested at December 31, 2015 |
|
| 346,966 |
|
|
| 44.21 |
| ||||||||
Non-vested at December 31, 2018 |
|
| 455,591 |
|
|
| 39.16 |
| ||||||||
Granted/issued |
|
| 196,786 |
|
|
| 34.04 |
|
|
| 156,417 |
|
|
| 51.07 |
|
Forfeited |
|
| (17,884 | ) |
|
| 39.69 |
|
|
| (21,203 | ) |
|
| 42.86 |
|
Vested and settled |
|
| (107,198 | ) |
|
| 39.12 |
|
|
| (174,353 | ) |
|
| 34.96 |
|
Non-vested at December 31, 2016 |
|
| 418,670 |
|
|
| 40.90 |
| ||||||||
Non-vested at December 31, 2019 |
|
| 416,452 |
|
|
| 45.20 |
| ||||||||
Granted/issued |
|
| 182,937 |
|
|
| 39.83 |
|
|
| 231,012 |
|
|
| 33.26 |
|
Forfeited |
|
| (19,194 | ) |
|
| 37.97 |
|
|
| (19,521 | ) |
|
| 41.05 |
|
Vested and settled |
|
| (121,750 | ) |
|
| 48.72 |
|
|
| (147,753 | ) |
|
| 40.21 |
|
Non-vested at December 31, 2017 |
|
| 460,663 |
|
|
| 38.56 |
| ||||||||
Non-vested at December 31, 2020 |
|
| 480,190 |
|
|
| 41.16 |
|
At December 31, 2017,2020, of the total non-vested RSUs, 177,414229,731 are expected to be settled in shares and 283,249250,459 will be settled in cash.
74
68
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 5. STOCK-BASED COMPENSATION (CONTINUED)
DSUs are granted to the Company’s Directors. The DSUs granted to the Directors vest immediately on the grant date. The DSUs are credited with dividend equivalents in the form of additional DSUs when cash dividends are paid on the Company’s stock. For Directors’ DSUs, the Company will deliver at the option of the holder either one share of common stock or the cash equivalent of the fair market value on settlement of each outstanding DSU (including dividend equivalents accumulated) upon termination of service. Directors who attained the share ownership requirements may elect to receive the equity component of their annual retainer in DSUs that may be settled in either cash or stock one year after the grant date. The grant date fair value of DSU awards is equal to the market value of the Company’s stock on the date the awards are granted.
Management Committee members may elect to defer awards earned under another program into DSUs. In 2017, no2020, 0 vested awards were deferred to DSUs (2016(2019 – nil; 20152018 – nil).
|
|
|
|
|
| Weighted |
|
|
|
|
|
| Weighted |
| ||
|
|
|
|
|
| average grant |
|
|
|
|
|
| average grant |
| ||
DSUs |
| Number of units |
|
| date fair value |
|
| Number of units |
|
| date fair value |
| ||||
|
|
|
|
|
| $ |
|
|
|
|
|
| $ |
| ||
Vested at December 31, 2014 |
|
| 262,721 |
|
|
| 27.11 |
| ||||||||
Vested at December 31, 2017 |
|
| 272,234 |
|
|
| 29.55 |
| ||||||||
Granted/issued |
|
| 40,494 |
|
|
| 39.92 |
|
|
| 31,691 |
|
|
| 44.64 |
|
Settled |
|
| (13,755 | ) |
|
| 41.88 |
|
|
| (9,752 | ) |
|
| 40.95 |
|
Vested at December 31, 2015 |
|
| 289,460 |
|
|
| 28.20 |
| ||||||||
Vested at December 31, 2018 |
|
| 294,173 |
|
|
| 30.79 |
| ||||||||
Granted/issued |
|
| 46,737 |
|
|
| 37.43 |
|
|
| 35,596 |
|
|
| 41.32 |
|
Settled |
|
| (15,123 | ) |
|
| 39.60 |
|
|
| (12,606 | ) |
|
| 43.90 |
|
Vested at December 31, 2016 |
|
| 321,074 |
|
|
| 29.01 |
| ||||||||
Vested at December 31, 2019 |
|
| 317,163 |
|
|
| 31.45 |
| ||||||||
Granted/issued |
|
| 36,215 |
|
|
| 40.68 |
|
|
| 48,943 |
|
|
| 25.11 |
|
Settled |
|
| (85,055 | ) |
|
| 32.27 |
|
|
| (10,873 | ) |
|
| 40.96 |
|
Vested at December 31, 2017 |
|
| 272,234 |
|
|
| 29.55 |
| ||||||||
Vested at December 31, 2020 |
|
| 355,233 |
|
|
| 30.29 |
|
NON-QUALIFIED & PERFORMANCE STOCK OPTIONS
Stock options are granted to Management Committee and non-Management Committee members. The stock options vest at various dates up to February 21, 202020, 2021 subject to service conditions for non-qualified stock options.conditions. The options expire at various dates no later than seven years from the date of grant. In 2020 and 2019, 0 stock options were granted.
The fair value of the stock options granted in 2017, 2016 and 20152018 was estimated at the grant date using a Black-Scholes based option pricing model or an option pricing model that incorporated the market conditions when applicable. The following assumptions were used in calculating the fair value of the options granted:
|
| 2017 |
|
| 2016 |
|
| 2015 |
|
| 2018 |
|
| ||||
Dividend yield |
|
| 3.48 | % |
|
| 3.78 | % |
|
| 3.22 | % |
|
| 3.27 | % |
|
Expected volatility |
|
| 28 | % |
|
| 30 | % |
|
| 32 | % |
|
| 29 | % |
|
Risk-free interest rate |
|
| 1.86 | % |
|
| 1.17 | % |
|
| 1.47 | % |
|
| 2.62 | % |
|
Expected life |
| 4.5 years |
|
| 4.5 years |
|
| 4.5 years |
|
| 4.5 years |
|
| ||||
Strike price |
| $ | 39.81 |
|
| $ | 33.78 |
|
| $ | 43.42 |
|
| $ | 43.66 |
|
|
The grant date fair value of the non-qualified options granted in 20172018 was $7.05 (2016 – $5.95; 2015 – $8.96).$8.65.
7569
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 5. STOCK-BASED COMPENSATION (CONTINUED)
|
|
|
|
|
| Weighted average |
|
| Weighted average |
|
| Aggregate intrinsic |
|
|
|
|
|
| Weighted average |
|
| Weighted average |
|
| Aggregate intrinsic |
| ||||||
|
| Number |
|
| exercise |
|
| remaining life |
|
| value |
|
| Number |
|
| exercise |
|
| remaining life |
|
| value |
| ||||||||
OPTIONS (including Performance options) |
| of options |
|
| price |
|
| (in years) |
|
| (in millions) |
| ||||||||||||||||||||
OPTIONS |
| of options |
|
| price |
|
| (in years) |
|
| (in millions) |
| ||||||||||||||||||||
|
|
|
|
|
| $ |
|
|
|
|
|
| $ |
|
|
|
|
|
| $ |
|
|
|
|
|
| $ |
| ||||
Outstanding at December 31, 2014 |
|
| 418,123 |
|
|
| 46.39 |
|
|
| 4.6 |
|
|
| 0.5 |
| ||||||||||||||||
Outstanding at December 31, 2017 |
|
| 563,065 |
|
|
| 44.46 |
|
|
| 4.1 |
|
|
| 3.6 |
| ||||||||||||||||
Granted |
|
| 82,885 |
|
|
| 43.42 |
|
|
| 6.2 |
|
|
| — |
|
|
| 104,086 |
|
|
| 43.66 |
|
|
| 6.2 |
|
|
| — |
|
Exercised |
|
| (35,924 | ) |
|
| 43.13 |
|
|
| — |
|
|
| — |
|
|
| (147,397 | ) |
|
| 39.42 |
|
|
| — |
|
|
| — |
|
Forfeited/expired |
|
| (13,782 | ) |
|
| 34.08 |
|
|
| — |
|
|
| — |
|
|
| (6,102 | ) |
|
| 50.05 |
|
|
| — |
|
|
| — |
|
Outstanding at December 31, 2015 |
|
| 451,302 |
|
|
| 46.48 |
|
|
| 4.8 |
|
|
| 0.1 |
| ||||||||||||||||
Options exercisable at December 31, 2015 |
|
| 176,315 |
|
|
| 44.56 |
|
|
| 3.9 |
|
|
| 0.1 |
| ||||||||||||||||
Outstanding at December 31, 2015 |
|
| 451,302 |
|
|
| 46.48 |
|
|
| 4.8 |
|
|
| 0.1 |
| ||||||||||||||||
Granted |
|
| 114,723 |
|
|
| 33.78 |
|
|
| 6.2 |
|
|
| — |
| ||||||||||||||||
Outstanding at December 31, 2018 |
|
| 513,652 |
|
|
| 45.68 |
|
|
| 3.6 |
|
|
| 0.1 |
| ||||||||||||||||
Exercisable at December 31, 2018 |
|
| 303,055 |
|
|
| 49.15 |
|
|
| 2.3 |
|
|
| — |
| ||||||||||||||||
Outstanding at December 31, 2018 |
|
| 513,652 |
|
|
| 45.68 |
|
|
| 3.6 |
|
|
| 0.1 |
| ||||||||||||||||
Exercised |
|
| (37,296 | ) |
|
| 41.11 |
|
|
| — |
|
|
| — |
|
|
| (88,682 | ) |
|
| 39.46 |
|
|
| — |
|
|
| — |
|
Forfeited/expired |
|
| (6,502 | ) |
|
| 20.89 |
|
|
| — |
|
|
| — |
|
|
| (3,616 | ) |
|
| 53.13 |
|
|
| — |
|
|
| — |
|
Outstanding at December 31, 2016 |
|
| 522,227 |
|
|
| 44.39 |
|
|
| 4.5 |
|
|
| 0.7 |
| ||||||||||||||||
Options exercisable at December 31, 2016 |
|
| 286,011 |
|
|
| 46.50 |
|
|
| 3.9 |
|
|
| 0.1 |
| ||||||||||||||||
Outstanding at December 31, 2016 |
|
| 522,227 |
|
|
| 44.39 |
|
|
| 4.5 |
|
|
| 0.7 |
| ||||||||||||||||
Granted |
|
| 106,268 |
|
|
| 39.81 |
|
|
| 6.2 |
|
|
| — |
| ||||||||||||||||
Exercised |
|
| (65,430 | ) |
|
| 36.33 |
|
|
| — |
|
|
| — |
| ||||||||||||||||
Outstanding at December 31, 2017 |
|
| 563,065 |
|
|
| 44.46 |
|
|
| 4.1 |
|
|
| 3.6 |
| ||||||||||||||||
Options exercisable at December 31, 2017 |
|
| 359,960 |
|
|
| 48.02 |
|
|
| 3.2 |
|
|
| 1.3 |
| ||||||||||||||||
Outstanding at December 31, 2019 |
|
| 421,354 |
|
|
| 46.92 |
|
|
| 2.5 |
|
|
| 0.1 |
| ||||||||||||||||
Exercisable at December 31, 2019 |
|
| 316,530 |
|
|
| 48.44 |
|
|
| 1.8 |
|
|
| 0.1 |
| ||||||||||||||||
Outstanding at December 31, 2019 |
|
| 421,354 |
|
|
| 46.92 |
|
|
| 2.5 |
|
|
| 0.1 |
| ||||||||||||||||
Forfeited/expired |
|
| (15,030 | ) |
|
| 43.09 |
|
|
| — |
|
|
| — |
| ||||||||||||||||
Outstanding at December 31, 2020 |
|
| 406,324 |
|
|
| 47.07 |
|
|
| 1.6 |
|
|
| — |
| ||||||||||||||||
Exercisable at December 31, 2020 |
|
| 371,622 |
|
|
| 47.38 |
|
|
| 1.4 |
|
|
| — |
|
The total intrinsic value of options exercised in 20172019 and 2018 was nil (2016 – nil; 2015 – nil).$1 million and $1 million, respectively. Based on the Company’s closing year-end stock price of $49.52 (2016$31.65 (2019 – $39.03; 2015$38.24; 2018 – $36.95)$35.13), the aggregate intrinsic value of options outstanding and options exercisable is $5 million.nil.
76
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 5. STOCK-BASED COMPENSATION (CONTINUED)
For the year ended December 31, 2017,2020, stock-based compensation expense recognized in the Company’s results offrom continuing and discontinued operations was $20$7 million (2016(2019 – $16$22 million; 20152018 – $10 million) for all of the outstanding awards. Compensation costs not yet recognized amounted to $20$15 million (2016(2019 – $17$16 million; 20152018 – $16$17 million) and will be recognized over the average remaining service period of approximately 2614 months. The aggregate value of liability awards settled in 20172020 was $7$6 million (2016(2019 – $4$12 million; 2015 – $42018 –$8 million). The total fair value of equity awards settled in 20172020 was $3$6 million (2016(2019 – $2$11 million; 2018 – $6 million), representing the fair value at the time of settlement. The fair value at the grant date for these settled equity awards was $4$7 million (2016(2019 – $3$6 million; 2018 – $7 million). Compensation costs for performance awards are based on management’s best estimate of the final performance measurement.
CLAWBACK FOR FINANCIAL REPORTING MISCONDUCT
If a participant in the Omnibus Plan knowingly or grossly negligently engages in financial reporting misconduct, then all awards and gains from the exercise of options in the 12 months prior to the date the misleading financial statements were issued as well as any awards that vested based on the misleading financial statements will be disgorged to the Company. In addition, the Company may cancel or reduce, or require a participant to forfeit and disgorge to the Company or reimburse the Company for, any awards granted or vested, and bonus granted or paid, and any gains earned or accrued, due to the exercise, vesting or settlement of awards or sale of any common stock, to the extent permitted or required by, or pursuant to any Company policy implemented as required by applicable law, regulation or stock exchange rule as may from time to time be in effect.
7770
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
EARNINGS (LOSS) PER COMMON SHARE
The calculation of basic (loss) earnings (loss) per common share is based on the weighted average number of Domtar common shares outstanding during the year. The calculation for diluted (loss) earnings (loss) per common share recognizes the effect of all potential dilutive common securities.
The following table provides the reconciliation between basic and diluted (loss) earnings (loss) per common share:
|
| Year ended |
|
| Year ended |
|
| Year ended |
|
| Year ended |
|
| Year ended |
|
| Year ended |
| ||||||
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
| ||||||
|
| 2017 |
|
| 2016 |
|
| 2015 |
|
| 2020 |
|
| 2019 |
|
| 2018 |
| ||||||
(Loss) earnings from continuing operations |
| $ | (145 | ) |
| $ | 85 |
|
| $ | 281 |
| ||||||||||||
Earnings (loss) from discontinued operations, net of taxes |
| $ | 18 |
|
| $ | (1 | ) |
| $ | 2 |
| ||||||||||||
Net (loss) earnings |
| $ | (258 | ) |
| $ | 128 |
|
| $ | 142 |
|
| $ | (127 | ) |
| $ | 84 |
|
| $ | 283 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Weighted average number of common shares outstanding (millions) |
|
| 62.7 |
|
|
| 62.6 |
|
|
| 63.3 |
|
|
| 55.4 |
|
|
| 61.2 |
|
|
| 62.9 |
|
Effect of dilutive securities (millions) |
|
| — |
|
|
| 0.1 |
|
|
| 0.1 |
|
|
| — |
|
|
| 0.2 |
|
|
| 0.2 |
|
Weighted average number of diluted common shares outstanding (millions) |
|
| 62.7 |
|
|
| 62.7 |
|
|
| 63.4 |
|
|
| 55.4 |
|
|
| 61.4 |
|
|
| 63.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Basic net (loss) earnings per common share (in dollars) |
| $ | (4.11 | ) |
| $ | 2.04 |
|
| $ | 2.24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) earnings from continuing operations |
| $ | (2.62 | ) |
| $ | 1.39 |
|
| $ | 4.47 |
| ||||||||||||
Earnings (loss) from discontinued operations |
| $ | 0.33 |
|
| $ | (0.02 | ) |
| $ | 0.03 |
| ||||||||||||
Basic net (loss) earnings per common share |
| $ | (2.29 | ) |
| $ | 1.37 |
|
| $ | 4.50 |
| ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Diluted net (loss) earnings per common share (in dollars) |
| $ | (4.11 | ) |
| $ | 2.04 |
|
| $ | 2.24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) earnings from continuing operations |
| $ | (2.62 | ) |
| $ | 1.39 |
|
| $ | 4.45 |
| ||||||||||||
Earnings (loss) from discontinued operations |
| $ | 0.33 |
|
| $ | (0.02 | ) |
| $ | 0.03 |
| ||||||||||||
Diluted net (loss) earnings per common share |
| $ | (2.29 | ) |
| $ | 1.37 |
|
| $ | 4.48 |
|
The following table provides the securities that could potentially dilute basic (loss) earnings (loss) per common share in the future, but were not included in the computation of diluted (loss) earnings (loss) per common share because to do so would have been anti-dilutive:
|
| December 31, |
|
| December 31, |
|
| December 31, |
| |||
|
| 2017 |
|
| 2016 |
|
| 2015 |
| |||
Options |
|
| 312,893 |
|
|
| 410,978 |
|
|
| 343,581 |
|
|
| December 31, |
|
| December 31, |
|
| December 31, |
| |||
|
| 2020 |
|
| 2019 |
|
| 2018 |
| |||
Options to purchase common shares |
|
| 406,324 |
|
|
| 324,413 |
|
|
| 227,221 |
|
7871
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS
DEFINED CONTRIBUTION PLANSINCOME TAXES
In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. The ASU simplifies the accounting for income taxes by eliminating certain exceptions in ASC 740 related to the methodology for calculating income taxes in an interim period. It also clarifies and simplifies other aspects of the accounting for income taxes, improving the consistent application and simplification of U.S. GAAP. For public companies, the amendments in this ASU are effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years, with early adoption permitted. The Company elected to early adopt this standard for its interim period ended September 30, 2020, using the methods directed by the standard. The most significant impact to the Company is the removal of a limit on the tax benefit recognized on pre-tax losses in interim periods, which allowed the Company to recognize a higher tax benefit in the quarter of adoption than previously allowable. The adoption of this ASU did not change the total income tax benefit the Company recognized for the full year ended December 31, 2020.
FUTURE ACCOUNTING CHANGES
TRANSITION AWAY FROM INTERBANK OFFERED RATES
On March 12, 2020, the FASB issued ASU 2020-04, “Facilitation of the Effects of Reference Rate Reform on Financial Reporting”. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued.
The amendments in the ASU are elective and apply to entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. An entity may elect to apply the amendments prospectively through December 31, 2022.
The Company has several defined contribution plansbegun its impact assessment and multiemployer plans. The pension expense under these planswhile its evaluation of this guidance is equal toin the Company’s contribution. For the year ended December 31, 2017, the related pension expense was $36 million (2016 – $37 million; 2015 – $32 million).
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 joiningearly stages, the Company after January 1, 1998 participate indoes not expect the adoption of this guidance to have a defined contribution pension plan. Salaried employees inmaterial impact on 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. that 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.
Related pension and other post-retirement plan expenses and the corresponding obligations are actuarially determined using management’s most probable assumptions.
The Company’s pension plan funding policy is to contribute annually the amount required to provide for benefits earned in the year, and to fund solvency deficiencies, funding shortfalls and past service obligations over periods not exceeding those permitted by the applicable regulatory authorities. Past service obligations primarily arise from improvements to plan benefits. The other post-retirement benefit plans are not funded and contributions are made annually to cover benefit payments.
The Company expects to contribute a minimum total amount of $14 million in 2018 compared to $47 million in 2017 (2016 – $31 million; 2015 – $13 million) to the pension plans. The Company expects to contribute a minimum total amount of $5 million in 2018 compared to $3 million in 2017 to the other post-retirement benefit plans (2016 – $5 million; 2015 – $5 million).consolidated financial statements.
7962
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 7. PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS (CONTINUED)3.
CHANGE IN ACCRUED BENEFIT OBLIGATIONDISCONTINUED OPERATIONS
Sale of Personal Care business
On January 7, 2021, Domtar Corporation entered into a definitive agreement with American Industrial Partners (AIP) to sell the Company’s Personal Care business for a purchase price of $920 million in cash, including elements of working capital estimated at $130 million, subject to customary adjustments. Subject to the satisfaction or waiver of conditions of the agreement, the transaction is expected to close in the first quarter of 2021.
The following table representsresult of operations of the changeCompany’s Personal Care business were reclassified to discontinued operations during 2020. These results have been summarized in Earnings (loss) from discontinued operations, net of taxes on the accrued benefit obligation asCompany’s Consolidated Statements of December 31, 2017Earnings (Loss) and December 31, 2016, the measurement dateComprehensive Income (Loss) for each year:period presented. The Consolidated Statements of Cash Flows were not reclassified to reflect discontinued operations. Personal Care was previously disclosed as a separate reportable business segment.
Major components of earnings (loss) from discontinued operations:
|
| December 31, 2017 |
|
| December 31, 2016 |
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pension |
|
| Other post-retirement |
|
| Pension |
|
| Other post-retirement |
| ||||
|
| plans |
|
| benefit plans |
|
| plans |
|
| benefit plans |
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Accrued benefit obligation at beginning of year |
|
| 1,584 |
|
|
| 90 |
|
|
| 1,509 |
|
|
| 86 |
|
Service cost for the year |
|
| 30 |
|
|
| 2 |
|
|
| 31 |
|
|
| 2 |
|
Interest expense |
|
| 52 |
|
|
| 4 |
|
|
| 51 |
|
|
| 4 |
|
Plan participants' contributions |
|
| 6 |
|
|
| — |
|
|
| 6 |
|
|
| — |
|
Actuarial loss (gain) |
|
| 95 |
|
|
| (17 | ) |
|
| 46 |
|
|
| 1 |
|
Plan amendments |
|
| 1 |
|
|
| (5 | ) |
|
| — |
|
|
| — |
|
Benefits paid |
|
| (85 | ) |
|
| — |
|
|
| (83 | ) |
|
| — |
|
Direct benefit payments |
|
| (3 | ) |
|
| (3 | ) |
|
| (4 | ) |
|
| (5 | ) |
Settlement |
|
| (2 | ) |
|
| — |
|
|
| (6 | ) |
|
| — |
|
Effect of foreign currency exchange rate change |
|
| 86 |
|
|
| 5 |
|
|
| 34 |
|
|
| 2 |
|
Accrued benefit obligation at end of year |
|
| 1,764 |
|
|
| 76 |
|
|
| 1,584 |
|
|
| 90 |
|
|
| Year ended December 31, |
|
| Year ended December 31, |
|
| Year ended December 31, |
| |||
|
| 2020 |
|
| 2019 |
|
| 2018 |
| |||
|
| $ |
|
| $ |
|
| $ |
| |||
Sales |
|
| 995 |
|
|
| 920 |
|
|
| 959 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales, excluding depreciation and amortization |
|
| 721 |
|
|
| 684 |
|
|
| 734 |
|
Depreciation and amortization |
|
| 60 |
|
|
| 62 |
|
|
| 67 |
|
Selling, general and administrative |
|
| 141 |
|
|
| 143 |
|
|
| 151 |
|
Impairment of long-lived assets |
|
| 1 |
|
|
| 26 |
|
|
| 7 |
|
Closure and restructuring costs |
|
| — |
|
|
| 20 |
|
|
| 8 |
|
Other operating loss, net |
|
| 2 |
|
|
| 1 |
|
|
| 1 |
|
|
|
| 925 |
|
|
| 936 |
|
|
| 968 |
|
Operating income (loss) |
|
| 70 |
|
|
| (16 | ) |
|
| (9 | ) |
Loss on classification as held for sale |
|
| 45 |
|
|
| — |
|
|
| — |
|
Earnings (loss) from discontinued operations before income taxes |
|
| 25 |
|
|
| (16 | ) |
|
| (9 | ) |
Income tax expense (benefit) |
|
| 7 |
|
|
| (15 | ) |
|
| (11 | ) |
Net earnings (loss) from discontinued operations |
|
| 18 |
|
|
| (1 | ) |
|
| 2 |
|
CHANGE IN FAIR VALUE OF ASSETS
The following table represents the change in the fair value of assets, as of December 31, 2017 and December 31, 2016, reflecting the actual return on plan assets, the contributions and the benefits paid for each year:
|
| December 31, 2017 |
|
| December 31, 2016 |
| ||
|
| Pension plans |
|
| Pension plans |
| ||
|
| $ |
|
| $ |
| ||
Fair value of assets at beginning of year |
|
| 1,546 |
|
|
| 1,493 |
|
Actual return on plan assets |
|
| 166 |
|
|
| 73 |
|
Employer contributions |
|
| 47 |
|
|
| 31 |
|
Plan participants' contributions |
|
| 6 |
|
|
| 6 |
|
Benefits paid |
|
| (88 | ) |
|
| (87 | ) |
Settlement |
|
| (2 | ) |
|
| (6 | ) |
Effect of foreign currency exchange rate change |
|
| 90 |
|
|
| 36 |
|
Fair value of assets at end of year |
|
| 1,765 |
|
|
| 1,546 |
|
INVESTMENT POLICIES AND STRATEGIES OF THE PLAN ASSETS
The assets of the pension plans are held by a number of independent trustees and are accounted for separately in the Company’s pension funds. The investment strategy for the assets in the pension plans is to maintain a diversified portfolio of assets, invested in a prudent manner to maintain the security of funds while maximizing returns within the guidelines provided in the investment policy. Diversification of the pension plans’ holdings is maintained in order to reduce the pension plans’ annual return variability, reduce market and credit exposure to any single asset and to any single component of the capital markets, reduce exposure to unexpected inflation, enhance the long-term risk-adjusted return potential of the pension plans and reduce funding risk.
8063
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 7. PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS3. DISCONTINUED OPERATIONS (CONTINUED)
Over the long-term, the performance of the pension plans is primarily determined by the long-term asset mix decisions. To manage the long-term risk of not having sufficient funds to match the obligations of the pension plans, the Company conducts asset/liability studies. These studies lead to the recommendation and adoption of a long-term asset mix target that sets the expected rate of return and reduces the risk of adverse consequences to the plans from increases in liabilities and decreases in assets. In identifying the asset mix target that would best meet the investment objectives, consideration is given to various factors, including (a) each plan’s characteristics, (b) the duration of each plan’s liabilities, (c) the solvency and going concern financial position of each plan and their sensitivity to changes in interest rates and inflation, and (d) the long-term return and risk expectations for key asset classes.
The investments of each plan can be done directly through cash investments in equities or bonds or indirectly through derivatives or pooled funds. The use of derivatives must be in accordance with an approved mandate and cannot be used for speculative purposes.
The Company’s pension funds are not permitted to directly own any of the Company’s shares or debt instruments.
The following table shows the allocation of the plan assets, based on the fair value of the assets held and the target allocation for 2017:
|
|
|
|
|
| Percentage of |
|
| Percentage of |
| ||
|
|
|
|
|
| plan assets at |
|
| plan assets at |
| ||
|
|
|
|
|
| December 31, |
|
| December 31, |
| ||
|
| Target allocation |
|
| 2017 |
|
| 2016 |
| |||
Fixed income |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
| 0% – 9% |
|
|
| 2 | % |
|
| 3 | % | |
Bonds |
| 47% – 57% |
|
|
| 52 | % |
|
| 51 | % | |
Insurance contracts |
|
| 5% |
|
|
| 5 | % |
|
| 5 | % |
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
Canadian Equity |
| 3% – 10% |
|
|
| 6 | % |
|
| 6 | % | |
U.S. Equity |
| 8% – 18% |
|
|
| 13 | % |
|
| 13 | % | |
International Equity |
| 17% – 27% |
|
|
| 22 | % |
|
| 22 | % | |
Total (1) |
|
|
|
|
|
| 100 | % |
|
| 100 | % |
|
|
RECONCILIATION OF FUNDED STATUS TO AMOUNTS RECOGNIZED IN THE CONSOLIDATED BALANCE SHEETS
The following table presents the difference between the fair valueMajor classes of assets and the actuarially determined accrued benefit obligation. This difference is also referred toliabilities classified as either the deficit or surplus, as the case may be, or the funded status of the plans. The table further reconciles the amount of the surplus or deficit (funded status) to the net amount recognizedheld for sale in the Consolidatedaccompanying Balance Sheets.Sheets were as follows:
|
| December 31, 2017 |
|
| December 31, 2016 |
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pension |
|
| Other post-retirement |
|
| Pension |
|
| Other post-retirement |
| ||||
|
| plans |
|
| benefit plans |
|
| plans |
|
| benefit plans |
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Accrued benefit obligation at end of year |
|
| (1,764 | ) |
|
| (76 | ) |
|
| (1,584 | ) |
|
| (90 | ) |
Fair value of assets at end of year |
|
| 1,765 |
|
|
| — |
|
|
| 1,546 |
|
|
| — |
|
Funded status |
|
| 1 |
|
|
| (76 | ) |
|
| (38 | ) |
|
| (90 | ) |
|
| At |
| |||||
|
| December 31, |
|
| December 31, |
| ||
|
| 2020 |
|
| 2019 |
| ||
|
| $ |
|
| $ |
| ||
Assets |
|
|
|
|
|
|
|
|
Receivables |
|
| 110 |
|
|
| 94 |
|
Inventories |
|
| 138 |
|
|
| 123 |
|
Prepaid expenses |
|
| 3 |
|
|
| 4 |
|
Income and other taxes receivable |
|
| 3 |
|
|
| 6 |
|
Property, plant and equipment, net |
|
| 351 |
|
|
| 344 |
|
Operating lease right-of-use assets |
|
| 15 |
|
|
| 22 |
|
Intangible assets, net (2)(3) |
|
| 554 |
|
|
| 543 |
|
Other assets |
|
| 2 |
|
|
| 2 |
|
Total assets |
|
| 1,176 |
|
|
| 1,138 |
|
Loss on classification as held for sale |
|
| (43 | ) |
|
| — |
|
Total assets of the disposal group classified as held for sale on the Consolidated Balance Sheets (1) |
|
| 1,133 |
|
|
| 1,138 |
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Trade and other payables |
|
| 128 |
|
|
| 125 |
|
Income and other taxes payable |
|
| 12 |
|
|
| 7 |
|
Operating lease liabilities due within one year |
|
| 8 |
|
|
| 10 |
|
Long-term debt |
|
| 1 |
|
|
| 1 |
|
Operating lease liabilities |
|
| 8 |
|
|
| 29 |
|
Deferred income taxes and other |
|
| 130 |
|
|
| 119 |
|
Other liabilities and deferred credits |
|
| 8 |
|
|
| 7 |
|
Total liabilities of the disposal group classified as held for sale on the Consolidated Balance Sheets (1) |
|
| 295 |
|
|
| 298 |
|
81
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 7. PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS (CONTINUED)
The funded status includes $54 million of accrued benefit obligation ($48 million at December 31, 2016) related to supplemental unfunded defined benefit and defined contribution plans.
|
| December 31, 2017 |
|
| December 31, 2016 |
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pension |
|
| Other post-retirement |
|
| Pension |
|
| Other post-retirement |
| ||||
|
| plans |
|
| benefit plans |
|
| plans |
|
| benefit plans |
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Trade and other payables (Note 17) |
|
| — |
|
|
| (5 | ) |
|
| — |
|
|
| (4 | ) |
Other liabilities and deferred credits (Note 20) |
|
| (130 | ) |
|
| (71 | ) |
|
| (141 | ) |
|
| (86 | ) |
Other assets (Note 15) |
|
| 131 |
|
|
| — |
|
|
| 103 |
|
|
| — |
|
Net amount recognized in the Consolidated Balance Sheets |
|
| 1 |
|
|
| (76 | ) |
|
| (38 | ) |
|
| (90 | ) |
The following table presents the pre-tax amounts included in Other comprehensive income (loss):
|
| Year ended |
|
| Year ended |
|
| Year ended |
| |||||||||||||||
|
| December 31, 2017 |
|
| December 31, 2016 |
|
| December 31, 2015 |
| |||||||||||||||
|
|
|
|
|
| Other post- |
|
|
|
|
|
| Other post- |
|
|
|
|
|
| Other post- |
| |||
|
| Pension |
|
| retirement |
|
| Pension |
|
| retirement |
|
| Pension |
|
| retirement |
| ||||||
|
| plans |
| �� | benefit plans |
|
| plans |
|
| benefit plans |
|
| plans |
|
| benefit plans |
| ||||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Prior service (cost) credit |
|
| (1 | ) |
|
| 5 |
|
|
| — |
|
|
| — |
|
|
| (10 | ) |
|
| — |
|
Amortization of prior year service cost |
|
| 5 |
|
|
| — |
|
|
| 5 |
|
|
| — |
|
|
| 3 |
|
|
| — |
|
Net (loss) gain |
|
| (10 | ) |
|
| 17 |
|
|
| (53 | ) |
|
| (2 | ) |
|
| 2 |
|
|
| 4 |
|
Amortization of net actuarial loss |
|
| 9 |
|
|
| — |
|
|
| 6 |
|
|
| — |
|
|
| 7 |
|
|
| 1 |
|
Net amount recognized in other comprehensive income (loss) (pre-tax) |
|
| 3 |
|
|
| 22 |
|
|
| (42 | ) |
|
| (2 | ) |
|
| 2 |
|
|
| 5 |
|
An estimated loss of $13 million for pension plans and gain of $2 million for other post-retirement benefit plans will be amortized from Accumulated other comprehensive loss into net periodic benefit cost in 2018.
At December 31, 2017, the accrued benefit obligation and the fair value of defined benefit plan assets with an accrued benefit obligation in excess of fair value of plan assets were $811 million and $680 million, respectively (2016 – $765 million and $624 million, respectively).
82
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 7. PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS (CONTINUED)
| Year ended |
|
| Year ended |
|
| Year ended |
| ||||
|
| December 31, |
|
| December 31, |
|
| December 31, |
| |||
Components of net periodic benefit cost for pension plans |
| 2017 |
|
| 2016 |
|
| 2015 |
| |||
|
| $ |
|
| $ |
|
| $ |
| |||
Service cost for the year |
|
| 30 |
|
|
| 31 |
|
|
| 34 |
|
Interest expense |
|
| 52 |
|
|
| 51 |
|
|
| 60 |
|
Expected return on plan assets |
|
| (81 | ) |
|
| (80 | ) |
|
| (86 | ) |
Amortization of net actuarial loss |
|
| 9 |
|
|
| 5 |
|
|
| 7 |
|
Settlement loss |
|
| — |
|
|
| 1 |
|
|
| — |
|
Amortization of prior year service cost |
|
| 5 |
|
|
| 5 |
|
|
| 3 |
|
Net periodic benefit cost |
|
| 15 |
|
|
| 13 |
|
|
| 18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Year ended December 31, |
|
| Year ended December 31, |
|
| Year ended December 31, |
| |||
Components of net periodic benefit cost for other post-retirement benefit plans |
| 2017 |
|
| 2016 |
|
| 2015 |
| |||
|
| $ |
|
| $ |
|
| $ |
| |||
Service cost for the year |
|
| 2 |
|
|
| 2 |
|
|
| 2 |
|
Interest expense |
|
| 4 |
|
|
| 4 |
|
|
| 4 |
|
Net periodic benefit cost |
|
| 6 |
|
|
| 6 |
|
|
| 6 |
|
WEIGHTED-AVERAGE ASSUMPTIONS
The Company used the following key assumptions to measure the accrued benefit obligation and the net periodic benefit cost. These assumptions are long-term, which is consistent with the nature of employee future benefits.
|
| December 31, |
|
| December 31, |
|
| December 31, |
| |||
Pension plans |
| 2017 |
|
| 2016 |
|
| 2015 |
| |||
Accrued benefit obligation |
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate |
|
| 3.5 | % |
|
| 3.8 | % |
|
| 4.0 | % |
Rate of compensation increase |
|
| 2.7 | % |
|
| 2.7 | % |
|
| 2.7 | % |
Net periodic benefit cost |
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate |
|
| 3.9 | % |
|
| 4.1 | % |
|
| 3.9 | % |
Rate of compensation increase |
|
| 2.8 | % |
|
| 2.8 | % |
|
| 2.8 | % |
Expected long-term rate of return on plan assets |
|
| 5.3 | % |
|
| 5.3 | % |
|
| 5.6 | % |
83
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 7. PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS (CONTINUED)
The Company used a full yield curve approach to estimate the current service and interest cost components of net periodic benefit cost for Canadian pension plans and U.S. funded pension plans. The estimate of these components is made by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows.
For the U.S. unfunded pension plan and other post-retirement benefits, given materiality, the current service and interest cost components were estimated using a single weighted-average discount rate derived from the yield curve for each unfunded pension plan or based on each post-retirement plans’ projected cash flows. The discount rate for U.S. unfunded plans of 3.6% is obtained by incorporating the plans’ expected cash flows in the Mercer Yield Curve.
For Canadian plans, short-term yields to maturity are derived from actual AA rated corporate bond yield data. For longer terms, extrapolated data is used. The extrapolated data are created by adding a term-based spread over long provincial bond yields. For U.S. funded plans, the rates are taken from the Mercer Yield Curve which is based on bonds rated AA by Moody’s or Standard & Poor’s, excluding callable bonds, bonds of less than a minimum issue size, and certain other bonds. The universe of bonds also includes private placement (traded in reliance on Rule 144A and which are at least two years from issuance), make whole, and foreign corporation (denominated in U.S. dollars) bonds.
Effective January 1, 2018, the Company will use 5.2% (2017 – 5.3%; 2016 – 5.3%) as the expected return on plan assets, which reflects the current view of long-term investment returns. The overall expected long-term rate of return on plan assets is based on management's best estimate of the long-term returns of the major asset classes (cash and cash equivalents, equities, and bonds) weighted by the actual allocation of assets at the measurement date, net of expenses. This rate includes an equity risk premium over government bond returns for equity investments and a value-added premium for the contribution to returns from active management. The sources used to determine management's best estimate of long-term returns are numerous and include country specific bond yields, which may be derived from the market using local bond indices or by analysis of the local bond market, and country-specific inflation and investment market expectations derived from market data and analysts' or governments' expectations as applicable.
|
| December 31, |
|
| December 31, |
|
| December 31, |
| |||
Other post-retirement benefit plans |
| 2017 |
|
| 2016 |
|
| 2015 |
| |||
Accrued benefit obligation |
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate |
|
| 3.5 | % |
|
| 3.9 | % |
|
| 4.1 | % |
Rate of compensation increase |
|
| 2.8 | % |
|
| 2.8 | % |
|
| 2.8 | % |
Net periodic benefit cost |
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate |
|
| 3.8 | % |
|
| 4.1 | % |
|
| 3.9 | % |
Rate of compensation increase |
|
| 2.8 | % |
|
| 2.8 | % |
|
| 2.8 | % |
For measurement purposes, a 4.9% weighted average annual rate of increase in the per capita cost of covered health care benefits was assumed for 2017. The rate was assumed to decrease gradually to 4.1% by 2033 and remain at that level thereafter. An increase or decrease of 1% of this rate would have the following impact:
|
| Increase of 1% |
|
| Decrease of 1% |
| ||
|
| $ |
|
| $ |
| ||
Impact on net periodic benefit cost for other post-retirement benefit plans |
|
| 1 |
|
|
| (1 | ) |
Impact on accrued benefit obligation |
|
| 4 |
|
|
| (4 | ) |
84
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 7. PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS (CONTINUED)
Fair Value Measurements and Disclosures Topic of FASB ASC 820 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.
|
|
|
|
|
|
|
|
|
8564
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 7. PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS3. DISCONTINUED OPERATIONS (CONTINUED)
The following table presents the fair value of the plan assets at December 31, 2017, by asset category:
|
| Fair Value Measurements at |
| |||||||||||||
|
| December 31, 2017 |
| |||||||||||||
|
|
|
|
|
| Quoted Prices |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
| in Active |
|
| Significant |
|
| Significant |
| |||
|
|
|
|
|
| Markets for |
|
| Observable |
|
| Unobservable |
| |||
|
|
|
|
|
| Identical Assets |
|
| Inputs |
|
| Inputs |
| |||
Asset Category |
| Total |
|
| (Level 1) |
|
| (Level 2) |
|
| (Level 3) |
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Cash and short-term investments |
|
| 79 |
|
|
| 79 |
|
|
| — |
|
|
| — |
|
Asset backed notes (1) |
|
| 1 |
|
|
| — |
|
|
| — |
|
|
| 1 |
|
Canadian provincial government bonds |
|
| 566 |
|
|
| 565 |
|
|
| 1 |
|
|
| — |
|
Canadian corporate debt securities |
|
| 139 |
|
|
| 117 |
|
|
| 22 |
|
|
| — |
|
U.S. corporate debt securities |
|
| 43 |
|
|
| 43 |
|
|
| — |
|
|
| — |
|
International corporate debt securities |
|
| 2 |
|
|
| 2 |
|
|
| — |
|
|
| — |
|
Bond index fund (2 & 3) |
|
| 152 |
|
|
| — |
|
|
| 152 |
|
|
| — |
|
Canadian equities (4) |
|
| 111 |
|
|
| 111 |
|
|
| — |
|
|
| — |
|
U.S. equities (5) |
|
| 103 |
|
|
| 103 |
|
|
| — |
|
|
| — |
|
International equities (6) |
|
| 252 |
|
|
| 252 |
|
|
| — |
|
|
| — |
|
U.S. stock index funds (3 & 7) |
|
| 224 |
|
|
| — |
|
|
| 224 |
|
|
| — |
|
Insurance contracts (8) |
|
| 94 |
|
|
| — |
|
|
| — |
|
|
| 94 |
|
Derivative contracts (9) |
|
| (1 | ) |
|
| — |
|
|
| (1 | ) |
|
| — |
|
Total |
|
| 1,765 |
|
|
| 1,272 |
|
|
| 398 |
|
|
| 95 |
|
|
|
|
|
| significant impact on fair value.The |
|
|
|
|
|
|
|
|
|
|
|
|
86
Cash Flows from Discontinued Operations:
|
| Year ended December 31, |
|
| Year ended December 31, |
|
| Year ended December 31, |
| |||
|
| 2020 |
|
| 2019 |
|
| 2018 |
| |||
|
| $ |
|
| $ |
|
| $ |
| |||
Cash flows from operating activities |
|
| 111 |
|
|
| 90 |
|
|
| 58 |
|
Cash flows used for investing activities |
|
| (34 | ) |
|
| (40 | ) |
|
| (29 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
65
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 7. PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS (CONTINUED)4.
Purchase of Appvion Point of Sale business
On April 27, 2020, Domtar Corporation completed the acquisition of the Point of Sale paper business from Appvion Operation Inc. The following table presentsbusiness includes the coater and related equipment located at Appvion’s West Carrollton, Ohio, facility as well as a license for all corresponding intellectual property and assumed liabilities related to post-retirement benefits. The results of this business have been included in the consolidated financial statements as of April 27, 2020. The purchase price was $20 million in cash plus the book value of raw materials and finished goods inventory, subject to post-closing adjustments. The acquisition was accounted for as a business combination under the acquisition method of accounting. The total purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on the Company’s estimates of their fair value, ofwhich are based on information currently available.
The table below illustrates the plan assets at December 31, 2016, by asset category:purchase price allocation:
|
| Fair Value Measurements at December 31, 2016 |
| |||||||||||||
|
|
|
|
|
| Quoted Prices in Active Markets for Identical Assets |
|
| Significant Observable Inputs |
|
| Significant Unobservable Inputs |
| |||
Asset Category |
| Total |
|
| (Level 1) |
|
| (Level 2) |
|
| (Level 3) |
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Cash and short-term investments |
|
| 80 |
|
|
| 80 |
|
|
| — |
|
|
| — |
|
Asset backed notes (1) |
|
| 118 |
|
|
| — |
|
|
| 115 |
|
|
| 3 |
|
Canadian provincial government bonds |
|
| 81 |
|
|
| 81 |
|
|
| — |
|
|
| — |
|
Canadian corporate debt securities |
|
| 3 |
|
|
| 2 |
|
|
| 1 |
|
|
| — |
|
Bond index funds (2 & 3) |
|
| 585 |
|
|
| — |
|
|
| 585 |
|
|
| — |
|
Canadian equities (4) |
|
| 100 |
|
|
| 100 |
|
|
| — |
|
|
| — |
|
U.S. equities (5) |
|
| 98 |
|
|
| 98 |
|
|
| — |
|
|
| — |
|
International equities (6) |
|
| 205 |
|
|
| 205 |
|
|
| — |
|
|
| — |
|
U.S. stock index funds (3 & 7) |
|
| 193 |
|
|
| — |
|
|
| 193 |
|
|
| — |
|
Insurance contracts (8) |
|
| 84 |
|
|
| — |
|
|
| — |
|
|
| 84 |
|
Derivative contracts (9) |
|
| (1 | ) |
|
| — |
|
|
| (1 | ) |
|
| — |
|
Total |
|
| 1,546 |
|
|
| 566 |
|
|
| 893 |
|
|
| 87 |
|
|
|
|
|
|
| |||||
Inventories | 11 | |||||
Property, plant and equipment | 23 | |||||
Operating lease right-of-use assets | 2 | |||||
Total assets | 36 | |||||
Less: Assumed Liabilities | 6 | |||||
Fair value of |
|
|
|
|
|
|
|
|
|
|
|
|
87
66
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 7. PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS (CONTINUED)5.
ASSET BACKED NOTESSTOCK-BASED COMPENSATION
At December 31, 2017, Domtar’s Canadian defined benefit pension funds held restructured asset backed notesOMNIBUS PLAN
Under the Omnibus Plan, the Company may award to key employees and non-employee directors, at the discretion of the Human Resources Committee of the Board of Directors, non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock units, performance-conditioned restricted stock units, performance share units, deferred share units (“ABN”DSUs”) valued at $1 million (CDN $1 million). At December 31, 2016,and other stock-based awards. The non-employee directors only receive DSUs. The Company generally grants awards annually and uses, when available, treasury stock to fulfill awards settled in common stock and option exercises.
PERFORMANCE SHARE UNITS (“PSUs”)
PSUs are granted to Management Committee and non-Management Committee members. These awards will be settled in shares for Management Committee members and in cash for non-Management Committee members, based on market conditions and/or performance and service conditions. These awards have an additional feature where the plans held ABN valued at $118 million (CDN $158 million). These ABN were subjectultimate number of units that vest will be determined by the Company’s performance results or shareholder return in relation to a restructuring agreement, governingpredetermined target over the Montreal Accord, finalized in 2009. During 2017,vesting period. No awards vest when the total value ofminimum thresholds are not achieved. The performance measurement date will vary depending on the ABN was reduced by repayments totaling $117 million (CDN $157 million).
The following table presents changes during the period for Level 3 fair value measurements of plan assets:specific award. These awards will cliff vest at various dates up to February 18, 2023.
|
| Fair Value Measurements Using Significant |
| |||||||||
|
| Unobservable Inputs (Level 3) |
| |||||||||
|
| ABN(1) |
|
| Insurance contracts |
|
| TOTAL |
| |||
|
| $ |
|
| $ |
|
| $ |
| |||
Balance at December 31, 2015 |
|
| 10 |
|
|
| 86 |
|
|
| 96 |
|
Settlements |
|
| (7 | ) |
|
| (5 | ) |
|
| (12 | ) |
Return on plan assets |
|
| — |
|
|
| 1 |
|
|
| 1 |
|
Effect of foreign currency exchange rate change |
|
| — |
|
|
| 2 |
|
|
| 2 |
|
Balance at December 31, 2016 |
|
| 3 |
|
|
| 84 |
|
|
| 87 |
|
Settlements |
|
| (2 | ) |
|
| (5 | ) |
|
| (7 | ) |
Return on plan assets |
|
| — |
|
|
| 9 |
|
|
| 9 |
|
Effect of foreign currency exchange rate change |
|
| — |
|
|
| 6 |
|
|
| 6 |
|
Balance at December 31, 2017 |
|
| 1 |
|
|
| 94 |
|
|
| 95 |
|
|
|
ESTIMATED FUTURE BENEFIT PAYMENTS FROM THE PLANS
Estimated future benefit payments from the plans for the next 10 years at December 31, 2017 are as follows:
. |
| Pension plans |
|
| Other post-retirement benefit plans |
| ||
|
| $ |
|
| $ |
| ||
2018 |
|
| 112 |
|
|
| 5 |
|
2019 |
|
| 112 |
|
|
| 5 |
|
2020 |
|
| 111 |
|
|
| 5 |
|
2021 |
|
| 112 |
|
|
| 5 |
|
2022 |
|
| 111 |
|
|
| 5 |
|
2023 – 2027 |
|
| 554 |
|
|
| 25 |
|
|
|
|
|
|
| Weighted |
| |
|
|
|
|
|
| average grant |
| |
PSUs |
| Number of units |
|
| date fair value |
| ||
|
|
|
|
|
| $ |
| |
Vested and non-vested at December 31, 2017 |
|
| 622,468 |
|
|
| 37.78 |
|
Granted |
|
| 238,537 |
|
|
| 41.39 |
|
Forfeited |
|
| (36,932 | ) |
|
| 38.09 |
|
Issued |
|
| 52,563 |
|
|
| 41.05 |
|
Vested and settled |
|
| (154,178 | ) |
|
| 44.22 |
|
Vested and non-vested at December 31, 2018 |
|
| 722,458 |
|
|
| 37.82 |
|
Granted |
|
| 192,261 |
|
|
| 61.46 |
|
Forfeited |
|
| (24,980 | ) |
|
| 45.54 |
|
Cancelled |
|
| (41,399 | ) |
|
| 57.09 |
|
Vested and settled |
|
| (222,019 | ) |
|
| 32.39 |
|
Vested and non-vested at December 31, 2019 |
|
| 626,321 |
|
|
| 45.42 |
|
Granted |
|
| 304,604 |
|
|
| 36.70 |
|
Forfeited |
|
| (27,778 | ) |
|
| 45.25 |
|
Cancelled |
|
| (150,542 | ) |
|
| 45.41 |
|
Vested and settled |
|
| (216,701 | ) |
|
| 39.04 |
|
Vested and non-vested at December 31, 2020 |
|
| 535,904 |
|
|
| 43.06 |
|
8867
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 8.NOTE 5. STOCK-BASED COMPENSATION (CONTINUED)
OTHER OPERATING (INCOME) LOSS, NET
Other operating (income) loss, net is an aggregateThe fair value of both recurringPSUs granted in 2020, 2019 and occasional loss or income items and, as a result, can fluctuate from year to year.2018 was estimated at the grant date using the Monte Carlo simulation methodology. The Company’s other operating (income) loss, net includesMonte Carlo simulation creates artificial futures by generating numerous sample paths of potential outcomes. The following assumptions were used in calculating the following:fair value of the units granted:
|
| Year ended December 31, 2017 |
|
| Year ended December 31, 2016 |
|
| Year ended December 31, 2015 |
| |||
|
| $ |
|
| $ |
|
| $ |
| |||
Net gain on sale of property, plant and equipment |
|
| (13 | ) |
|
| — |
|
|
| (15 | ) |
Reversal of contingent consideration provision |
|
| (2 | ) |
|
| — |
|
|
| — |
|
Bad debt expense |
|
| 1 |
|
|
| — |
|
|
| 5 |
|
Environmental provision |
|
| 3 |
|
|
| 2 |
|
|
| 4 |
|
Foreign exchange loss (gain) |
|
| 1 |
|
|
| 6 |
|
|
| (3 | ) |
Other |
|
| (4 | ) |
|
| (4 | ) |
|
| 4 |
|
Other operating (income) loss, net |
|
| (14 | ) |
|
| 4 |
|
|
| (5 | ) |
|
| 2020 |
|
| 2019 |
|
| 2018 |
| |||
Dividend yield |
|
| 5.338 | % |
|
| 3.323 | % |
|
| 3.800 | % |
Expected volatility 1 year |
|
| 32 | % |
|
| 31 | % |
|
| 22 | % |
Expected volatility 3 years |
|
| 29 | % |
|
| 28 | % |
|
| 26 | % |
Risk-free interest rate December 31, 2018 |
|
| — |
|
|
| — |
|
|
| 2.23 | % |
Risk-free interest rate December 31, 2019 |
|
| — |
|
|
| 2.85 | % |
|
| 2.46 | % |
Risk-free interest rate December 31, 2020 |
|
| 1.42 | % |
|
| 2.65 | % |
|
| 2.61 | % |
Risk-free interest rate December 31, 2021 |
|
| 1.26 | % |
|
| 2.56 | % |
|
| — |
|
Risk-free interest rate December 31, 2022 |
|
| 1.21 | % |
|
| — |
|
|
| — |
|
At December 31, 2020, of the total vested and non-vested PSUs, 277,653 are expected to be settled in shares and 258,251 will be settled in cash.
RESTRICTED STOCK UNITS (“RSUs”)
RSUs are granted to Management Committee and non-Management Committee members. These awards will be settled in shares for Management Committee members and in cash for non-Management Committee members, upon completing service conditions. The awards cliff vest after a service period of approximately three years. Additionally, the RSUs are credited with dividend equivalents in the form of additional RSUs when cash dividends are paid on the Company’s stock. The grant date fair value of RSUs is equal to the market value of the Company’s stock on the date the awards are granted.
|
|
|
|
|
| Weighted |
| |
|
|
|
|
|
| average grant |
| |
RSUs |
| Number of units |
|
| date fair value |
| ||
|
|
|
|
|
| $ |
| |
Non-vested at December 31, 2017 |
|
| 460,663 |
|
|
| 38.56 |
|
Granted/issued |
|
| 157,502 |
|
|
| 44.04 |
|
Forfeited |
|
| (27,251 | ) |
|
| 39.91 |
|
Vested and settled |
|
| (135,323 | ) |
|
| 42.54 |
|
Non-vested at December 31, 2018 |
|
| 455,591 |
|
|
| 39.16 |
|
Granted/issued |
|
| 156,417 |
|
|
| 51.07 |
|
Forfeited |
|
| (21,203 | ) |
|
| 42.86 |
|
Vested and settled |
|
| (174,353 | ) |
|
| 34.96 |
|
Non-vested at December 31, 2019 |
|
| 416,452 |
|
|
| 45.20 |
|
Granted/issued |
|
| 231,012 |
|
|
| 33.26 |
|
Forfeited |
|
| (19,521 | ) |
|
| 41.05 |
|
Vested and settled |
|
| (147,753 | ) |
|
| 40.21 |
|
Non-vested at December 31, 2020 |
|
| 480,190 |
|
|
| 41.16 |
|
At December 31, 2020, of the total non-vested RSUs, 229,731 are expected to be settled in shares and 250,459 will be settled in cash.
89
68
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 9. 5. STOCK-BASED COMPENSATION (CONTINUED)
INTEREST EXPENSE, NETDEFERRED SHARE UNITS
DSUs are granted to the Company’s Directors. The following table presentsDSUs granted to the componentsDirectors vest immediately on the grant date. The DSUs are credited with dividend equivalents in the form of interest expense, net:additional DSUs when cash dividends are paid on the Company’s stock. For Directors’ DSUs, the Company will deliver at the option of the holder either one share of common stock or the cash equivalent of the fair market value on settlement of each outstanding DSU (including dividend equivalents accumulated) upon termination of service. Directors who attained the share ownership requirements may elect to receive the equity component of their annual retainer in DSUs that may be settled in either cash or stock one year after the grant date. The grant date fair value of DSU awards is equal to the market value of the Company’s stock on the date the awards are granted.
Management Committee members may elect to defer awards earned under another program into DSUs. In 2020, 0 vested awards were deferred to DSUs (2019 – nil; 2018 – nil).
|
| Year ended |
|
| Year ended |
|
| Year ended |
| |||
|
| December 31, |
|
| December 31, |
|
| December 31, |
| |||
|
| 2017 |
|
| 2016 |
|
| 2015 |
| |||
|
| $ |
|
| $ |
|
| $ |
| |||
Interest on long-term debt (1) |
|
| 59 |
|
|
| 59 |
|
|
| 82 |
|
Premium paid on repurchase of long-term debt |
|
| — |
|
|
| — |
|
|
| 40 |
|
Reversal of fair value increment on long-term debt |
|
| — |
|
|
| — |
|
|
| (1 | ) |
Interest on receivables securitization |
|
| 2 |
|
|
| 2 |
|
|
| 1 |
|
Interest on withdrawal liabilities for multiemployer plans |
|
| 3 |
|
|
| 3 |
|
|
| 4 |
|
Amortization of debt issuance costs and other |
|
| 2 |
|
|
| 2 |
|
|
| 6 |
|
|
|
| 66 |
|
|
| 66 |
|
|
| 132 |
|
|
|
|
|
|
|
|
| Weighted |
| |
|
|
|
|
|
| average grant |
| |
DSUs |
| Number of units |
|
| date fair value |
| ||
|
|
|
|
|
| $ |
| |
Vested at December 31, 2017 |
|
| 272,234 |
|
|
| 29.55 |
|
Granted/issued |
|
| 31,691 |
|
|
| 44.64 |
|
Settled |
|
| (9,752 | ) |
|
| 40.95 |
|
Vested at December 31, 2018 |
|
| 294,173 |
|
|
| 30.79 |
|
Granted/issued |
|
| 35,596 |
|
|
| 41.32 |
|
Settled |
|
| (12,606 | ) |
|
| 43.90 |
|
Vested at December 31, 2019 |
|
| 317,163 |
|
|
| 31.45 |
|
Granted/issued |
|
| 48,943 |
|
|
| 25.11 |
|
Settled |
|
| (10,873 | ) |
|
| 40.96 |
|
Vested at December 31, 2020 |
|
| 355,233 |
|
|
| 30.29 |
|
NON-QUALIFIED STOCK OPTIONS
90Stock options are granted to Management Committee and non-Management Committee members. The stock options vest at various dates up to February 20, 2021 subject to service conditions. The options expire at various dates no later than seven years from the date of grant. In 2020 and 2019, 0 stock options were granted.
The fair value of the stock options granted in 2018 was estimated at the grant date using a Black-Scholes based option pricing model or an option pricing model that incorporated the market conditions when applicable. The following assumptions were used in calculating the fair value of the options granted:
|
| 2018 |
|
| |
Dividend yield |
|
| 3.27 | % |
|
Expected volatility |
|
| 29 | % |
|
Risk-free interest rate |
|
| 2.62 | % |
|
Expected life |
| 4.5 years |
|
| |
Strike price |
| $ | 43.66 |
|
|
The grant date fair value of the non-qualified options granted in 2018 was $8.65.
69
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 10. 5. STOCK-BASED COMPENSATION (CONTINUED)
|
|
|
|
|
| Weighted average |
|
| Weighted average |
|
| Aggregate intrinsic |
| |||
|
| Number |
|
| exercise |
|
| remaining life |
|
| value |
| ||||
OPTIONS |
| of options |
|
| price |
|
| (in years) |
|
| (in millions) |
| ||||
|
|
|
|
|
| $ |
|
|
|
|
|
| $ |
| ||
Outstanding at December 31, 2017 |
|
| 563,065 |
|
|
| 44.46 |
|
|
| 4.1 |
|
|
| 3.6 |
|
Granted |
|
| 104,086 |
|
|
| 43.66 |
|
|
| 6.2 |
|
|
| — |
|
Exercised |
|
| (147,397 | ) |
|
| 39.42 |
|
|
| — |
|
|
| — |
|
Forfeited/expired |
|
| (6,102 | ) |
|
| 50.05 |
|
|
| — |
|
|
| — |
|
Outstanding at December 31, 2018 |
|
| 513,652 |
|
|
| 45.68 |
|
|
| 3.6 |
|
|
| 0.1 |
|
Exercisable at December 31, 2018 |
|
| 303,055 |
|
|
| 49.15 |
|
|
| 2.3 |
|
|
| — |
|
Outstanding at December 31, 2018 |
|
| 513,652 |
|
|
| 45.68 |
|
|
| 3.6 |
|
|
| 0.1 |
|
Exercised |
|
| (88,682 | ) |
|
| 39.46 |
|
|
| — |
|
|
| — |
|
Forfeited/expired |
|
| (3,616 | ) |
|
| 53.13 |
|
|
| — |
|
|
| — |
|
Outstanding at December 31, 2019 |
|
| 421,354 |
|
|
| 46.92 |
|
|
| 2.5 |
|
|
| 0.1 |
|
Exercisable at December 31, 2019 |
|
| 316,530 |
|
|
| 48.44 |
|
|
| 1.8 |
|
|
| 0.1 |
|
Outstanding at December 31, 2019 |
|
| 421,354 |
|
|
| 46.92 |
|
|
| 2.5 |
|
|
| 0.1 |
|
Forfeited/expired |
|
| (15,030 | ) |
|
| 43.09 |
|
|
| — |
|
|
| — |
|
Outstanding at December 31, 2020 |
|
| 406,324 |
|
|
| 47.07 |
|
|
| 1.6 |
|
|
| — |
|
Exercisable at December 31, 2020 |
|
| 371,622 |
|
|
| 47.38 |
|
|
| 1.4 |
|
|
| — |
|
The total intrinsic value of options exercised in 2019 and 2018 was $1 million and $1 million, respectively. Based on the Company’s closing year-end stock price of $31.65 (2019 – $38.24; 2018 – $35.13), the aggregate intrinsic value of options outstanding and options exercisable is nil.
For the year ended December 31, 2020, stock-based compensation expense recognized in the Company’s results from continuing and discontinued operations was $7 million (2019 – $22 million; 2018 – $10 million) for all outstanding awards. Compensation costs not yet recognized amounted to $15 million (2019 – $16 million; 2018 – $17 million) and will be recognized over the average remaining service period of approximately 14 months. The aggregate value of liability awards settled in 2020 was $6 million (2019 – $12 million; 2018 –$8 million). The total fair value of equity awards settled in 2020 was $6 million (2019 – $11 million; 2018 – $6 million), representing the fair value at the time of settlement. The fair value at the grant date for these settled equity awards was $7 million (2019 – $6 million; 2018 – $7 million). Compensation costs for performance awards are based on management’s best estimate of the final performance measurement.
CLAWBACK FOR FINANCIAL REPORTING MISCONDUCT
If a participant in the Omnibus Plan knowingly or grossly negligently engages in financial reporting misconduct, then all awards and gains from the exercise of options in the 12 months prior to the date the misleading financial statements were issued as well as any awards that vested based on the misleading financial statements will be disgorged to the Company. In addition, the Company may cancel or reduce, or require a participant to forfeit and disgorge to the Company or reimburse the Company for, any awards granted or vested, and bonus granted or paid, and any gains earned or accrued, due to the exercise, vesting or settlement of awards or sale of any common stock, to the extent permitted or required by, or pursuant to any Company policy implemented as required by applicable law, regulation or stock exchange rule as may from time to time be in effect.
70
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 6.
EARNINGS (LOSS) PER COMMON SHARE
The calculation of basic (loss) earnings per common share is based on the weighted average number of Domtar common shares outstanding during the year. The calculation for diluted (loss) earnings per common share recognizes the effect of all potential dilutive common securities.
The following table provides the reconciliation between basic and diluted (loss) earnings per common share:
|
| Year ended |
|
| Year ended |
|
| Year ended |
| |||
|
| December 31, |
|
| December 31, |
|
| December 31, |
| |||
|
| 2020 |
|
| 2019 |
|
| 2018 |
| |||
(Loss) earnings from continuing operations |
| $ | (145 | ) |
| $ | 85 |
|
| $ | 281 |
|
Earnings (loss) from discontinued operations, net of taxes |
| $ | 18 |
|
| $ | (1 | ) |
| $ | 2 |
|
Net (loss) earnings |
| $ | (127 | ) |
| $ | 84 |
|
| $ | 283 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding (millions) |
|
| 55.4 |
|
|
| 61.2 |
|
|
| 62.9 |
|
Effect of dilutive securities (millions) |
|
| — |
|
|
| 0.2 |
|
|
| 0.2 |
|
Weighted average number of diluted common shares outstanding (millions) |
|
| 55.4 |
|
|
| 61.4 |
|
|
| 63.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net (loss) earnings per common share (in dollars) |
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) earnings from continuing operations |
| $ | (2.62 | ) |
| $ | 1.39 |
|
| $ | 4.47 |
|
Earnings (loss) from discontinued operations |
| $ | 0.33 |
|
| $ | (0.02 | ) |
| $ | 0.03 |
|
Basic net (loss) earnings per common share |
| $ | (2.29 | ) |
| $ | 1.37 |
|
| $ | 4.50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net (loss) earnings per common share (in dollars) |
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) earnings from continuing operations |
| $ | (2.62 | ) |
| $ | 1.39 |
|
| $ | 4.45 |
|
Earnings (loss) from discontinued operations |
| $ | 0.33 |
|
| $ | (0.02 | ) |
| $ | 0.03 |
|
Diluted net (loss) earnings per common share |
| $ | (2.29 | ) |
| $ | 1.37 |
|
| $ | 4.48 |
|
The following table provides the securities that could potentially dilute basic (loss) earnings per common share in the future, but were not included in the computation of diluted (loss) earnings per common share because to do so would have been anti-dilutive:
|
| December 31, |
|
| December 31, |
|
| December 31, |
| |||
|
| 2020 |
|
| 2019 |
|
| 2018 |
| |||
Options to purchase common shares |
|
| 406,324 |
|
|
| 324,413 |
|
|
| 227,221 |
|
71
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 7.
PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS
INCOME TAXES
In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. The ASU simplifies the accounting for income taxes by eliminating certain exceptions in ASC 740 related to the methodology for calculating income taxes in an interim period. It also clarifies and simplifies other aspects of the accounting for income taxes, improving the consistent application and simplification of U.S. GAAP. For public companies, the amendments in this ASU are effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years, with early adoption permitted. The Company elected to early adopt this standard for its interim period ended September 30, 2020, using the methods directed by the standard. The most significant impact to the Company is the removal of a limit on the tax benefit recognized on pre-tax losses in interim periods, which allowed the Company to recognize a higher tax benefit in the quarter of adoption than previously allowable. The adoption of this ASU did not change the total income tax benefit the Company recognized for the full year ended December 31, 2020.
FUTURE ACCOUNTING CHANGES
TRANSITION AWAY FROM INTERBANK OFFERED RATES
On March 12, 2020, the FASB issued ASU 2020-04, “Facilitation of the Effects of Reference Rate Reform on Financial Reporting”. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued.
The amendments in the ASU are elective and apply to entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. An entity may elect to apply the amendments prospectively through December 31, 2022.
The Company has begun its impact assessment and while its evaluation of this guidance is in the early stages, the Company does not expect the adoption of this guidance to have a material impact on the consolidated financial statements.
62
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 3.
DISCONTINUED OPERATIONS
Sale of Personal Care business
On January 7, 2021, Domtar Corporation entered into a definitive agreement with American Industrial Partners (AIP) to sell the Company’s Personal Care business for a purchase price of $920 million in cash, including elements of working capital estimated at $130 million, subject to customary adjustments. Subject to the satisfaction or waiver of conditions of the agreement, the transaction is expected to close in the first quarter of 2021.
The result of operations of the Company’s Personal Care business were reclassified to discontinued operations during 2020. These results have been summarized in Earnings (loss) from discontinued operations, net of taxes on the Company’s Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss) for each period presented. The Consolidated Statements of Cash Flows were not reclassified to reflect discontinued operations. Personal Care was previously disclosed as a separate reportable business segment.
Major components of earnings (loss) from discontinued operations:
|
| Year ended December 31, |
|
| Year ended December 31, |
|
| Year ended December 31, |
| |||
|
| 2020 |
|
| 2019 |
|
| 2018 |
| |||
|
| $ |
|
| $ |
|
| $ |
| |||
Sales |
|
| 995 |
|
|
| 920 |
|
|
| 959 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales, excluding depreciation and amortization |
|
| 721 |
|
|
| 684 |
|
|
| 734 |
|
Depreciation and amortization |
|
| 60 |
|
|
| 62 |
|
|
| 67 |
|
Selling, general and administrative |
|
| 141 |
|
|
| 143 |
|
|
| 151 |
|
Impairment of long-lived assets |
|
| 1 |
|
|
| 26 |
|
|
| 7 |
|
Closure and restructuring costs |
|
| — |
|
|
| 20 |
|
|
| 8 |
|
Other operating loss, net |
|
| 2 |
|
|
| 1 |
|
|
| 1 |
|
|
|
| 925 |
|
|
| 936 |
|
|
| 968 |
|
Operating income (loss) |
|
| 70 |
|
|
| (16 | ) |
|
| (9 | ) |
Loss on classification as held for sale |
|
| 45 |
|
|
| — |
|
|
| — |
|
Earnings (loss) from discontinued operations before income taxes |
|
| 25 |
|
|
| (16 | ) |
|
| (9 | ) |
Income tax expense (benefit) |
|
| 7 |
|
|
| (15 | ) |
|
| (11 | ) |
Net earnings (loss) from discontinued operations |
|
| 18 |
|
|
| (1 | ) |
|
| 2 |
|
63
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 3. DISCONTINUED OPERATIONS (CONTINUED)
Major classes of assets and liabilities classified as held for sale in the accompanying Balance Sheets were as follows:
|
| At |
| |||||
|
| December 31, |
|
| December 31, |
| ||
|
| 2020 |
|
| 2019 |
| ||
|
| $ |
|
| $ |
| ||
Assets |
|
|
|
|
|
|
|
|
Receivables |
|
| 110 |
|
|
| 94 |
|
Inventories |
|
| 138 |
|
|
| 123 |
|
Prepaid expenses |
|
| 3 |
|
|
| 4 |
|
Income and other taxes receivable |
|
| 3 |
|
|
| 6 |
|
Property, plant and equipment, net |
|
| 351 |
|
|
| 344 |
|
Operating lease right-of-use assets |
|
| 15 |
|
|
| 22 |
|
Intangible assets, net (2)(3) |
|
| 554 |
|
|
| 543 |
|
Other assets |
|
| 2 |
|
|
| 2 |
|
Total assets |
|
| 1,176 |
|
|
| 1,138 |
|
Loss on classification as held for sale |
|
| (43 | ) |
|
| — |
|
Total assets of the disposal group classified as held for sale on the Consolidated Balance Sheets (1) |
|
| 1,133 |
|
|
| 1,138 |
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Trade and other payables |
|
| 128 |
|
|
| 125 |
|
Income and other taxes payable |
|
| 12 |
|
|
| 7 |
|
Operating lease liabilities due within one year |
|
| 8 |
|
|
| 10 |
|
Long-term debt |
|
| 1 |
|
|
| 1 |
|
Operating lease liabilities |
|
| 8 |
|
|
| 29 |
|
Deferred income taxes and other |
|
| 130 |
|
|
| 119 |
|
Other liabilities and deferred credits |
|
| 8 |
|
|
| 7 |
|
Total liabilities of the disposal group classified as held for sale on the Consolidated Balance Sheets (1) |
|
| 295 |
|
|
| 298 |
|
(1) | Total assets and liabilities of discontinued operations are classified in current assets and liabilities, respectively, in the Company’s Consolidated Balance Sheet at December 31, 2020, as the discontinued operations are expected to be disposed in the first quarter of 2021. The assets and liabilities of discontinued operations are classified in their respective current and long-term classifications, in the Company’s Consolidated Balance Sheet at December 31, 2019 in accordance with the nature and underlying classification of such assets and liabilities. |
(2) | Intangible assets, net at December 31, 2020 are comprised of $290 million of indefinite-lived assets and $264 million of definite-lived assets (2019 – $272 million and $271 million, respectively). |
(3) | Indefinite-lived intangible assets of the disposal group held for sale consists of trade names ($248 million) and catalog rights ($42 million) following the business acquisitions in the Company’s former Personal Care segment. Indefinite-lived intangible assets included in the disposal group held for sales are tested at the asset level. In connection with the Company's annual impairment testing in the fourth quarter of 2020, a quantitative assessment was performed for each indefinite lived intangible asset. If the carrying amounts of the indefinite-lived intangible assets exceed their respective fair value, an impairment loss is recognized in an amount equal to that excess. In performing the quantitative assessment, fair value of the indefinite-lived intangible assets is derived using an income approach. Under this approach, the fair value of indefinite-lived intangible assets is estimated based on the present value of estimated future cash flows (a relief from royalty model). Considerable management judgment is necessary to estimate future cash flows used to measure the fair value. Key estimates supporting the cash flow projections include, but are not limited to, management's assessment of industry and market conditions as well as estimates of revenue growth rates, royalty rate, tax rates and discount rates. Financial forecasts are consistent with the |
64
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 3. DISCONTINUED OPERATIONS (CONTINUED)
Company’s operating plans and are prepared for each indefinite-lived intangible asset assessment. The discount rate assumptions used are based on the weighted-average cost of capital adjusted for business-specific and other relevant risks. The quantitative assessment performed in the fourth quarter of 2020 indicated that the indefinite-lived intangible assets had fair values that exceeded their carrying amounts. Variations in management’s assumptions and estimates, particularly in the expected growth rates and royalty rates embedded in the cash flow projections, and the discount rate could have a significant impact on fair value. The Company’s former Personal Care business was classified as a disposal group held for sale in the fourth quarter of 2020 and the Company performed an updated impairment assessment of the indefinite-lived intangible assets included in the disposal group held for sale. The updated impairment assessment did not result in an impairment loss. |
Cash Flows from Discontinued Operations:
|
| Year ended December 31, |
|
| Year ended December 31, |
|
| Year ended December 31, |
| |||
|
| 2020 |
|
| 2019 |
|
| 2018 |
| |||
|
| $ |
|
| $ |
|
| $ |
| |||
Cash flows from operating activities |
|
| 111 |
|
|
| 90 |
|
|
| 58 |
|
Cash flows used for investing activities |
|
| (34 | ) |
|
| (40 | ) |
|
| (29 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
65
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 4.
ACQUISITION OF BUSINESS
Purchase of Appvion Point of Sale business
On April 27, 2020, Domtar Corporation completed the acquisition of the Point of Sale paper business from Appvion Operation Inc. The business includes the coater and related equipment located at Appvion’s West Carrollton, Ohio, facility as well as a license for all corresponding intellectual property and assumed liabilities related to post-retirement benefits. The results of this business have been included in the consolidated financial statements as of April 27, 2020. The purchase price was $20 million in cash plus the book value of raw materials and finished goods inventory, subject to post-closing adjustments. The acquisition was accounted for as a business combination under the acquisition method of accounting. The total purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on the Company’s estimates of their fair value, which are based on information currently available.
The table below illustrates the purchase price allocation:
Fair value of net assets acquired at the date of acquisition | ||||||
Inventories | 11 | |||||
Property, plant and equipment | 23 | |||||
Operating lease right-of-use assets | 2 | |||||
Total assets | 36 | |||||
Less: Assumed Liabilities | 6 | |||||
Fair value of net assets acquired at the date of acquisition | 30 |
66
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 5.
STOCK-BASED COMPENSATION
OMNIBUS PLAN
Under the Omnibus Plan, the Company may award to key employees and non-employee directors, at the discretion of the Human Resources Committee of the Board of Directors, non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock units, performance-conditioned restricted stock units, performance share units, deferred share units (“DSUs”) and other stock-based awards. The non-employee directors only receive DSUs. The Company generally grants awards annually and uses, when available, treasury stock to fulfill awards settled in common stock and option exercises.
PERFORMANCE SHARE UNITS (“PSUs”)
PSUs are granted to Management Committee and non-Management Committee members. These awards will be settled in shares for Management Committee members and in cash for non-Management Committee members, based on market conditions and/or performance and service conditions. These awards have an additional feature where the ultimate number of units that vest will be determined by the Company’s performance results or shareholder return in relation to a predetermined target over the vesting period. No awards vest when the minimum thresholds are not achieved. The performance measurement date will vary depending on the specific award. These awards will cliff vest at various dates up to February 18, 2023.
|
|
|
|
|
| Weighted |
| |
|
|
|
|
|
| average grant |
| |
PSUs |
| Number of units |
|
| date fair value |
| ||
|
|
|
|
|
| $ |
| |
Vested and non-vested at December 31, 2017 |
|
| 622,468 |
|
|
| 37.78 |
|
Granted |
|
| 238,537 |
|
|
| 41.39 |
|
Forfeited |
|
| (36,932 | ) |
|
| 38.09 |
|
Issued |
|
| 52,563 |
|
|
| 41.05 |
|
Vested and settled |
|
| (154,178 | ) |
|
| 44.22 |
|
Vested and non-vested at December 31, 2018 |
|
| 722,458 |
|
|
| 37.82 |
|
Granted |
|
| 192,261 |
|
|
| 61.46 |
|
Forfeited |
|
| (24,980 | ) |
|
| 45.54 |
|
Cancelled |
|
| (41,399 | ) |
|
| 57.09 |
|
Vested and settled |
|
| (222,019 | ) |
|
| 32.39 |
|
Vested and non-vested at December 31, 2019 |
|
| 626,321 |
|
|
| 45.42 |
|
Granted |
|
| 304,604 |
|
|
| 36.70 |
|
Forfeited |
|
| (27,778 | ) |
|
| 45.25 |
|
Cancelled |
|
| (150,542 | ) |
|
| 45.41 |
|
Vested and settled |
|
| (216,701 | ) |
|
| 39.04 |
|
Vested and non-vested at December 31, 2020 |
|
| 535,904 |
|
|
| 43.06 |
|
67
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 5. STOCK-BASED COMPENSATION (CONTINUED)
The fair value of PSUs granted in 2020, 2019 and 2018 was estimated at the grant date using the Monte Carlo simulation methodology. The Monte Carlo simulation creates artificial futures by generating numerous sample paths of potential outcomes. The following assumptions were used in calculating the fair value of the units granted:
|
| 2020 |
|
| 2019 |
|
| 2018 |
| |||
Dividend yield |
|
| 5.338 | % |
|
| 3.323 | % |
|
| 3.800 | % |
Expected volatility 1 year |
|
| 32 | % |
|
| 31 | % |
|
| 22 | % |
Expected volatility 3 years |
|
| 29 | % |
|
| 28 | % |
|
| 26 | % |
Risk-free interest rate December 31, 2018 |
|
| — |
|
|
| — |
|
|
| 2.23 | % |
Risk-free interest rate December 31, 2019 |
|
| — |
|
|
| 2.85 | % |
|
| 2.46 | % |
Risk-free interest rate December 31, 2020 |
|
| 1.42 | % |
|
| 2.65 | % |
|
| 2.61 | % |
Risk-free interest rate December 31, 2021 |
|
| 1.26 | % |
|
| 2.56 | % |
|
| — |
|
Risk-free interest rate December 31, 2022 |
|
| 1.21 | % |
|
| — |
|
|
| — |
|
At December 31, 2020, of the total vested and non-vested PSUs, 277,653 are expected to be settled in shares and 258,251 will be settled in cash.
RESTRICTED STOCK UNITS (“RSUs”)
RSUs are granted to Management Committee and non-Management Committee members. These awards will be settled in shares for Management Committee members and in cash for non-Management Committee members, upon completing service conditions. The awards cliff vest after a service period of approximately three years. Additionally, the RSUs are credited with dividend equivalents in the form of additional RSUs when cash dividends are paid on the Company’s stock. The grant date fair value of RSUs is equal to the market value of the Company’s stock on the date the awards are granted.
|
|
|
|
|
| Weighted |
| |
|
|
|
|
|
| average grant |
| |
RSUs |
| Number of units |
|
| date fair value |
| ||
|
|
|
|
|
| $ |
| |
Non-vested at December 31, 2017 |
|
| 460,663 |
|
|
| 38.56 |
|
Granted/issued |
|
| 157,502 |
|
|
| 44.04 |
|
Forfeited |
|
| (27,251 | ) |
|
| 39.91 |
|
Vested and settled |
|
| (135,323 | ) |
|
| 42.54 |
|
Non-vested at December 31, 2018 |
|
| 455,591 |
|
|
| 39.16 |
|
Granted/issued |
|
| 156,417 |
|
|
| 51.07 |
|
Forfeited |
|
| (21,203 | ) |
|
| 42.86 |
|
Vested and settled |
|
| (174,353 | ) |
|
| 34.96 |
|
Non-vested at December 31, 2019 |
|
| 416,452 |
|
|
| 45.20 |
|
Granted/issued |
|
| 231,012 |
|
|
| 33.26 |
|
Forfeited |
|
| (19,521 | ) |
|
| 41.05 |
|
Vested and settled |
|
| (147,753 | ) |
|
| 40.21 |
|
Non-vested at December 31, 2020 |
|
| 480,190 |
|
|
| 41.16 |
|
At December 31, 2020, of the total non-vested RSUs, 229,731 are expected to be settled in shares and 250,459 will be settled in cash.
68
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 5. STOCK-BASED COMPENSATION (CONTINUED)
DEFERRED SHARE UNITS
DSUs are granted to the Company’s Directors. The DSUs granted to the Directors vest immediately on the grant date. The DSUs are credited with dividend equivalents in the form of additional DSUs when cash dividends are paid on the Company’s stock. For Directors’ DSUs, the Company will deliver at the option of the holder either one share of common stock or the cash equivalent of the fair market value on settlement of each outstanding DSU (including dividend equivalents accumulated) upon termination of service. Directors who attained the share ownership requirements may elect to receive the equity component of their annual retainer in DSUs that may be settled in either cash or stock one year after the grant date. The grant date fair value of DSU awards is equal to the market value of the Company’s stock on the date the awards are granted.
Management Committee members may elect to defer awards earned under another program into DSUs. In 2020, 0 vested awards were deferred to DSUs (2019 – nil; 2018 – nil).
|
|
|
|
|
| Weighted |
| |
|
|
|
|
|
| average grant |
| |
DSUs |
| Number of units |
|
| date fair value |
| ||
|
|
|
|
|
| $ |
| |
Vested at December 31, 2017 |
|
| 272,234 |
|
|
| 29.55 |
|
Granted/issued |
|
| 31,691 |
|
|
| 44.64 |
|
Settled |
|
| (9,752 | ) |
|
| 40.95 |
|
Vested at December 31, 2018 |
|
| 294,173 |
|
|
| 30.79 |
|
Granted/issued |
|
| 35,596 |
|
|
| 41.32 |
|
Settled |
|
| (12,606 | ) |
|
| 43.90 |
|
Vested at December 31, 2019 |
|
| 317,163 |
|
|
| 31.45 |
|
Granted/issued |
|
| 48,943 |
|
|
| 25.11 |
|
Settled |
|
| (10,873 | ) |
|
| 40.96 |
|
Vested at December 31, 2020 |
|
| 355,233 |
|
|
| 30.29 |
|
NON-QUALIFIED STOCK OPTIONS
Stock options are granted to Management Committee and non-Management Committee members. The stock options vest at various dates up to February 20, 2021 subject to service conditions. The options expire at various dates no later than seven years from the date of grant. In 2020 and 2019, 0 stock options were granted.
The fair value of the stock options granted in 2018 was estimated at the grant date using a Black-Scholes based option pricing model or an option pricing model that incorporated the market conditions when applicable. The following assumptions were used in calculating the fair value of the options granted:
|
| 2018 |
|
| |
Dividend yield |
|
| 3.27 | % |
|
Expected volatility |
|
| 29 | % |
|
Risk-free interest rate |
|
| 2.62 | % |
|
Expected life |
| 4.5 years |
|
| |
Strike price |
| $ | 43.66 |
|
|
The grant date fair value of the non-qualified options granted in 2018 was $8.65.
69
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 5. STOCK-BASED COMPENSATION (CONTINUED)
|
|
|
|
|
| Weighted average |
|
| Weighted average |
|
| Aggregate intrinsic |
| |||
|
| Number |
|
| exercise |
|
| remaining life |
|
| value |
| ||||
OPTIONS |
| of options |
|
| price |
|
| (in years) |
|
| (in millions) |
| ||||
|
|
|
|
|
| $ |
|
|
|
|
|
| $ |
| ||
Outstanding at December 31, 2017 |
|
| 563,065 |
|
|
| 44.46 |
|
|
| 4.1 |
|
|
| 3.6 |
|
Granted |
|
| 104,086 |
|
|
| 43.66 |
|
|
| 6.2 |
|
|
| — |
|
Exercised |
|
| (147,397 | ) |
|
| 39.42 |
|
|
| — |
|
|
| — |
|
Forfeited/expired |
|
| (6,102 | ) |
|
| 50.05 |
|
|
| — |
|
|
| — |
|
Outstanding at December 31, 2018 |
|
| 513,652 |
|
|
| 45.68 |
|
|
| 3.6 |
|
|
| 0.1 |
|
Exercisable at December 31, 2018 |
|
| 303,055 |
|
|
| 49.15 |
|
|
| 2.3 |
|
|
| — |
|
Outstanding at December 31, 2018 |
|
| 513,652 |
|
|
| 45.68 |
|
|
| 3.6 |
|
|
| 0.1 |
|
Exercised |
|
| (88,682 | ) |
|
| 39.46 |
|
|
| — |
|
|
| — |
|
Forfeited/expired |
|
| (3,616 | ) |
|
| 53.13 |
|
|
| — |
|
|
| — |
|
Outstanding at December 31, 2019 |
|
| 421,354 |
|
|
| 46.92 |
|
|
| 2.5 |
|
|
| 0.1 |
|
Exercisable at December 31, 2019 |
|
| 316,530 |
|
|
| 48.44 |
|
|
| 1.8 |
|
|
| 0.1 |
|
Outstanding at December 31, 2019 |
|
| 421,354 |
|
|
| 46.92 |
|
|
| 2.5 |
|
|
| 0.1 |
|
Forfeited/expired |
|
| (15,030 | ) |
|
| 43.09 |
|
|
| — |
|
|
| — |
|
Outstanding at December 31, 2020 |
|
| 406,324 |
|
|
| 47.07 |
|
|
| 1.6 |
|
|
| — |
|
Exercisable at December 31, 2020 |
|
| 371,622 |
|
|
| 47.38 |
|
|
| 1.4 |
|
|
| — |
|
The total intrinsic value of options exercised in 2019 and 2018 was $1 million and $1 million, respectively. Based on the Company’s closing year-end stock price of $31.65 (2019 – $38.24; 2018 – $35.13), the aggregate intrinsic value of options outstanding and options exercisable is nil.
For the year ended December 31, 2020, stock-based compensation expense recognized in the Company’s results from continuing and discontinued operations was $7 million (2019 – $22 million; 2018 – $10 million) for all outstanding awards. Compensation costs not yet recognized amounted to $15 million (2019 – $16 million; 2018 – $17 million) and will be recognized over the average remaining service period of approximately 14 months. The aggregate value of liability awards settled in 2020 was $6 million (2019 – $12 million; 2018 –$8 million). The total fair value of equity awards settled in 2020 was $6 million (2019 – $11 million; 2018 – $6 million), representing the fair value at the time of settlement. The fair value at the grant date for these settled equity awards was $7 million (2019 – $6 million; 2018 – $7 million). Compensation costs for performance awards are based on management’s best estimate of the final performance measurement.
CLAWBACK FOR FINANCIAL REPORTING MISCONDUCT
If a participant in the Omnibus Plan knowingly or grossly negligently engages in financial reporting misconduct, then all awards and gains from the exercise of options in the 12 months prior to the date the misleading financial statements were issued as well as any awards that vested based on the misleading financial statements will be disgorged to the Company. In addition, the Company may cancel or reduce, or require a participant to forfeit and disgorge to the Company or reimburse the Company for, any awards granted or vested, and bonus granted or paid, and any gains earned or accrued, due to the exercise, vesting or settlement of awards or sale of any common stock, to the extent permitted or required by, or pursuant to any Company policy implemented as required by applicable law, regulation or stock exchange rule as may from time to time be in effect.
70
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 6.
EARNINGS (LOSS) PER COMMON SHARE
The calculation of basic (loss) earnings per common share is based on the weighted average number of Domtar common shares outstanding during the year. The calculation for diluted (loss) earnings per common share recognizes the effect of all potential dilutive common securities.
The following table provides the reconciliation between basic and diluted (loss) earnings per common share:
|
| Year ended |
|
| Year ended |
|
| Year ended |
| |||
|
| December 31, |
|
| December 31, |
|
| December 31, |
| |||
|
| 2020 |
|
| 2019 |
|
| 2018 |
| |||
(Loss) earnings from continuing operations |
| $ | (145 | ) |
| $ | 85 |
|
| $ | 281 |
|
Earnings (loss) from discontinued operations, net of taxes |
| $ | 18 |
|
| $ | (1 | ) |
| $ | 2 |
|
Net (loss) earnings |
| $ | (127 | ) |
| $ | 84 |
|
| $ | 283 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding (millions) |
|
| 55.4 |
|
|
| 61.2 |
|
|
| 62.9 |
|
Effect of dilutive securities (millions) |
|
| — |
|
|
| 0.2 |
|
|
| 0.2 |
|
Weighted average number of diluted common shares outstanding (millions) |
|
| 55.4 |
|
|
| 61.4 |
|
|
| 63.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net (loss) earnings per common share (in dollars) |
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) earnings from continuing operations |
| $ | (2.62 | ) |
| $ | 1.39 |
|
| $ | 4.47 |
|
Earnings (loss) from discontinued operations |
| $ | 0.33 |
|
| $ | (0.02 | ) |
| $ | 0.03 |
|
Basic net (loss) earnings per common share |
| $ | (2.29 | ) |
| $ | 1.37 |
|
| $ | 4.50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net (loss) earnings per common share (in dollars) |
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) earnings from continuing operations |
| $ | (2.62 | ) |
| $ | 1.39 |
|
| $ | 4.45 |
|
Earnings (loss) from discontinued operations |
| $ | 0.33 |
|
| $ | (0.02 | ) |
| $ | 0.03 |
|
Diluted net (loss) earnings per common share |
| $ | (2.29 | ) |
| $ | 1.37 |
|
| $ | 4.48 |
|
The following table provides the securities that could potentially dilute basic (loss) earnings per common share in the future, but were not included in the computation of diluted (loss) earnings per common share because to do so would have been anti-dilutive:
|
| December 31, |
|
| December 31, |
|
| December 31, |
| |||
|
| 2020 |
|
| 2019 |
|
| 2018 |
| |||
Options to purchase common shares |
|
| 406,324 |
|
|
| 324,413 |
|
|
| 227,221 |
|
71
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 7.
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 year ended December 31, 2020, the related pension expense was $39 million (2019 – $39 million; 2018 – $46 million).
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. that 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.
Related pension and other post-retirement plan expenses and the corresponding obligations are actuarially determined using management’s most probable assumptions.
The Company’s pension plan funding policy is to contribute annually the amount required to provide for benefits earned in the year and to fund solvency deficiencies, funding shortfalls and past service obligations over periods not exceeding those permitted by the applicable regulatory authorities. Past service obligations primarily arise from improvements to plan benefits. The other post-retirement benefit plans are not funded, and contributions are made annually to cover benefit payments.
The Company expects to contribute a minimum total amount of $13 million in 2021 compared to $15 million in 2020 (2019 – $17 million; 2018 – $57 million) to the pension plans. The Company expects to contribute a minimum total amount of $4 million in 2021 compared to $4 million in 2020 (2019 – $4 million; 2018 – $4 million) to the other post-retirement benefit plans.
72
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 7. PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS (CONTINUED)
CHANGE IN PROJECTED BENEFIT OBLIGATION
The following table represents the change in the projected benefit obligation as of December 31, 2020 and December 31, 2019, the measurement date for each year:
|
| December 31, 2020 |
|
| December 31, 2019 |
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pension |
|
| Other post-retirement |
|
| Pension |
|
| Other post-retirement |
| ||||
|
| plans |
|
| benefit plans |
|
| plans |
|
| benefit plans |
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Projected benefit obligation at beginning of year |
|
| 1,425 |
|
|
| 63 |
|
|
| 1,557 |
|
|
| 62 |
|
Service cost for the year |
|
| 29 |
|
|
| 1 |
|
|
| 29 |
|
|
| 1 |
|
Interest expense |
|
| 39 |
|
|
| 2 |
|
|
| 57 |
|
|
| 2 |
|
Plan participants' contributions |
|
| 6 |
|
|
| — |
|
|
| 6 |
|
|
| — |
|
Actuarial loss (gain) |
|
| 127 |
|
|
| 2 |
|
|
| 170 |
|
|
| (1 | ) |
Plan amendments |
|
| 2 |
|
|
| — |
|
|
| — |
|
|
| — |
|
Benefits paid |
|
| (67 | ) |
|
| — |
|
|
| (96 | ) |
|
| — |
|
Direct benefit payments |
|
| (3 | ) |
|
| (4 | ) |
|
| (4 | ) |
|
| (4 | ) |
Acquisition of business |
|
| — |
|
|
| 1 |
|
|
| — |
|
|
| — |
|
Curtailment (1) |
|
| (1 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
Settlement (2) |
|
| (15 | ) |
|
| — |
|
|
| (348 | ) |
|
| — |
|
Effect of foreign currency exchange rate change |
|
| 24 |
|
|
| 2 |
|
|
| 54 |
|
|
| 3 |
|
Projected benefit obligation at end of year |
|
| 1,566 |
|
|
| 67 |
|
|
| 1,425 |
|
|
| 63 |
|
During 2020 and 2019, net actuarial losses increased the projected benefit obligation due to the decrease in discount rates.
The accumulated benefit obligation of the pension plans at December 31, 2020 and 2019 was $1,516 million and $1,379 million, respectively.
CHANGE IN FAIR VALUE OF ASSETS
The following table represents the change in the fair value of assets, as of December 31, 2020 and December 31, 2019, reflecting the actual return on plan assets, the contributions and the benefits paid for each year:
|
| December 31, 2020 |
|
| December 31, 2019 |
| ||
|
| Pension plans |
|
| Pension plans |
| ||
|
| $ |
|
| $ |
| ||
Fair value of assets at beginning of year |
|
| 1,465 |
|
|
| 1,579 |
|
Actual return on plan assets |
|
| 166 |
|
|
| 253 |
|
Employer contributions |
|
| 15 |
|
|
| 17 |
|
Plan participants' contributions |
|
| 6 |
|
|
| 6 |
|
Benefits paid |
|
| (70 | ) |
|
| (100 | ) |
Settlement (2) |
|
| (15 | ) |
|
| (348 | ) |
Effect of foreign currency exchange rate change |
|
| 27 |
|
|
| 58 |
|
Fair value of assets at end of year |
|
| 1,594 |
|
|
| 1,465 |
|
(1) | Curtailment accounting was triggered following the restructuring activities that occurred in 2020. The impact was estimated as of July 31, 2020, based on the information known at that time and was remeasured on December 31, 2020. |
(2) | Settlement accounting was triggered as of December 31, 2020, following the restructuring activities that occurred in 2020, to reflect lump sums paid in 2020 in excess of the sum of service cost and interest cost. |
73
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 7. PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS (CONTINUED)
(2) | On November 26, 2019, the Company entered into agreements with Sun Life Assurance Company of Canada to purchase group annuity buy-out contracts and transfer approximately $272 million (CDN $360 million) of its Ontario, Canada defined benefit plans’ projected benefit obligations. The transactions closed on December 5, 2019 and were funded with pension plan assets. Additionally, the Company entered into agreements with existing insurers to convert $76 million (CDN $101 million) of existing buy-in annuity contracts to buy-out annuity contracts to complete the full transfer of these obligations. These annuity buy-out transactions transferred responsibility for pension benefits for approximately 1,265 retirees and their beneficiaries. Settlement accounting rules required a remeasurement of the plans as of November 26, 2019 and the Company recognized a non-cash pension settlement charge of $30 million before tax in the fourth quarter of 2019. |
INVESTMENT POLICIES AND STRATEGIES OF THE PLAN ASSETS
The assets of the pension plans are held by a number of independent trustees and are accounted for separately in the Company’s pension funds. The investment strategy for the assets in the pension plans is to maintain a diversified portfolio of assets, invested in a prudent manner to maintain the security of funds while maximizing returns within the guidelines provided in the investment policy. Diversification of the pension plans’ holdings is maintained in order to reduce the pension plans’ annual return variability, reduce market and credit exposure to any single asset and to any single component of the capital markets, reduce exposure to unexpected inflation, enhance the long-term risk-adjusted return potential of the pension plans and reduce funding risk.
Over the long-term, the performance of the pension plans is primarily determined by the long-term asset mix decisions. To manage the long-term risk of not having sufficient funds to match the obligations of the pension plans, the Company conducts asset/liability studies. These studies lead to the recommendation and adoption of a long-term asset mix target that sets the expected rate of return and reduces the risk of adverse consequences to the plans from increases in liabilities and decreases in assets. In identifying the asset mix target that would best meet the investment objectives, consideration is given to various factors, including (a) each plan’s characteristics, (b) the duration of each plan’s liabilities, (c) the solvency and going concern financial position of each plan and their sensitivity to changes in interest rates and inflation, and (d) the long-term return and risk expectations for key asset classes.
The investments of each plan can be done directly through cash investments in equities or bonds or indirectly through derivatives or pooled funds. The use of derivatives must be in accordance with an approved mandate and cannot be used for speculative purposes.
The Company’s pension funds are not permitted to directly own any of the Company’s shares or debt instruments.
The following table shows the allocation of the plan assets, based on the fair value of the assets held and the target allocation for 2020:
|
|
|
|
|
| Percentage of |
|
| Percentage of |
| ||
|
|
|
|
|
| plan assets at |
|
| plan assets at |
| ||
|
|
|
|
|
| December 31, |
|
| December 31, |
| ||
|
| Target allocation |
|
| 2020 |
|
| 2019 |
| |||
Fixed income |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
| 0% – 10% |
|
|
| 2 | % |
|
| 2 | % | |
Bonds |
| 40% – 50% |
|
|
| 42 | % |
|
| 53 | % | |
Insurance contracts |
| 11% |
|
|
| 11 | % |
|
| — |
| |
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
Canadian Equity |
| 3% – 10% |
|
|
| 6 | % |
|
| 6 | % | |
U.S. Equity |
| 9% – 19% |
|
|
| 15 | % |
|
| 15 | % | |
International Equity |
| 18% – 28% |
|
|
| 24 | % |
|
| 24 | % | |
Total (1) |
|
|
|
|
|
| 100 | % |
|
| 100 | % |
(1) | Approximately 72% of the pension plans' assets relate to Canadian plans, 28% relate to U.S. plans. |
74
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 7. PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS (CONTINUED)
RECONCILIATION OF FUNDED STATUS TO AMOUNTS RECOGNIZED IN THE CONSOLIDATED BALANCE SHEETS
The following table presents the difference between the fair value of assets and the actuarially determined projected benefit obligation. This difference is also referred to as either the deficit or surplus, as the case may be, or the funded status of the plans. The table further reconciles the amount of the surplus or deficit (funded status) to the net amount recognized in the Consolidated Balance Sheets.
|
| December 31, 2020 |
|
| December 31, 2019 |
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pension |
|
| Other post-retirement |
|
| Pension |
|
| Other post-retirement |
| ||||
|
| plans |
|
| benefit plans |
|
| plans |
|
| benefit plans |
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Projected benefit obligation at end of year |
|
| (1,566 | ) |
|
| (67 | ) |
|
| (1,425 | ) |
|
| (63 | ) |
Fair value of assets at end of year |
|
| 1,594 |
|
|
| — |
|
|
| 1,465 |
|
|
| — |
|
Funded status |
|
| 28 |
|
|
| (67 | ) |
|
| 40 |
|
|
| (63 | ) |
The funded status includes $61 million of projected benefit obligation ($55 million at December 31, 2019) related to supplemental unfunded defined benefit and defined contribution plans.
|
| December 31, 2020 |
|
| December 31, 2019 |
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pension |
|
| Other post-retirement |
|
| Pension |
|
| Other post-retirement |
| ||||
|
| plans |
|
| benefit plans |
|
| plans |
|
| benefit plans |
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Trade and other payables (Note 17) |
|
| — |
|
|
| (5 | ) |
|
| — |
|
|
| (5 | ) |
Other liabilities and deferred credits (Note 20) |
|
| (124 | ) |
|
| (62 | ) |
|
| (101 | ) |
|
| (58 | ) |
Other assets (Note 15) |
|
| 152 |
|
|
| — |
|
|
| 141 |
|
|
| — |
|
Net amount recognized in the Consolidated Balance Sheets |
|
| 28 |
|
|
| (67 | ) |
|
| 40 |
|
|
| (63 | ) |
The following table presents the pre-tax amounts included in Other comprehensive income (loss):
|
| Year ended |
|
| Year ended |
|
| Year ended |
| |||||||||||||||
|
| December 31, 2020 |
|
| December 31, 2019 |
|
| December 31, 2018 |
| |||||||||||||||
|
|
|
|
|
| Other post- |
|
|
|
|
|
| Other post- |
|
|
|
|
|
| Other post- |
| |||
|
| Pension |
|
| retirement |
|
| Pension |
|
| retirement |
|
| Pension |
|
| retirement |
| ||||||
|
| plans |
|
| benefit plans |
|
| plans |
|
| benefit plans |
|
| plans |
|
| benefit plans |
| ||||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Prior service cost |
|
| (2 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Amortization of prior year service cost (credit) |
|
| 2 |
|
|
| (1 | ) |
|
| 5 |
|
|
| (1 | ) |
|
| 5 |
|
|
| — |
|
Net (loss) gain |
|
| (26 | ) |
|
| (1 | ) |
|
| 3 |
|
|
| 1 |
|
|
| (31 | ) |
|
| 8 |
|
Amortization of net actuarial loss (gain) (1) |
|
| 12 |
|
|
| (1 | ) |
|
| 40 |
|
|
| (1 | ) |
|
| 8 |
|
|
| (1 | ) |
Net amount recognized in other comprehensive income (loss) (pre-tax) |
|
| (14 | ) |
|
| (3 | ) |
|
| 48 |
|
|
| (1 | ) |
|
| (18 | ) |
|
| 7 |
|
(1) | Includes a non-cash settlement charge of $2 million recognized in 2020 (2019 – $30 million; 2018 – nil). |
75
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 7. PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS (CONTINUED)
At December 31, 2020, the projected benefit obligation and the fair value of plan assets with a projected benefit obligation in excess of fair value of plan assets were $917 million and $793 million, respectively (2019 – $833 million and $732 million, respectively).
|
| Year ended |
|
| Year ended |
|
| Year ended |
| |||
|
| December 31, |
|
| December 31, |
|
| December 31, |
| |||
Components of net periodic benefit cost for pension plans |
| 2020 |
|
| 2019 |
|
| 2018 |
| |||
|
| $ |
|
| $ |
|
| $ |
| |||
Service cost for the year |
|
| 29 |
|
|
| 29 |
|
|
| 34 |
|
Interest expense |
|
| 39 |
|
|
| 57 |
|
|
| 53 |
|
Expected return on plan assets |
|
| (68 | ) |
|
| (79 | ) |
|
| (85 | ) |
Amortization of net actuarial loss |
|
| 10 |
|
|
| 10 |
|
|
| 8 |
|
Curtailment loss |
|
| 2 |
|
|
| — |
|
|
| — |
|
Settlement loss |
|
| 2 |
|
|
| 30 |
|
|
| — |
|
Amortization of prior year service cost |
|
| 2 |
|
|
| 5 |
|
|
| 5 |
|
Net periodic benefit cost |
|
| 16 |
|
|
| 52 |
|
|
| 15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Components of net periodic benefit cost for other post-retirement |
| Year ended December 31, |
|
| Year ended December 31, |
|
| Year ended December 31, |
| |||
benefit plans |
| 2020 |
|
| 2019 |
|
| 2018 |
| |||
|
| $ |
|
| $ |
|
| $ |
| |||
Service cost for the year |
|
| 1 |
|
|
| 1 |
|
|
| 1 |
|
Interest expense |
|
| 2 |
|
|
| 2 |
|
|
| 2 |
|
Amortization of net actuarial gain |
|
| (1 | ) |
|
| (1 | ) |
|
| (1 | ) |
Amortization of prior year service credit |
|
| (1 | ) |
|
| (1 | ) |
|
| — |
|
Net periodic benefit cost |
|
| 1 |
|
|
| 1 |
|
|
| 2 |
|
WEIGHTED-AVERAGE ASSUMPTIONS
The Company used the following key assumptions to measure the projected benefit obligation and the net periodic benefit cost. These assumptions are long-term, which is consistent with the nature of employee future benefits.
|
| December 31, |
|
| December 31, |
|
| December 31, |
| |||
Pension plans |
| 2020 |
|
| 2019 |
|
| 2018 |
| |||
Projected benefit obligation |
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate |
|
| 2.5 | % |
|
| 3.1 | % |
|
| 3.8 | % |
Rate of compensation increase |
|
| 2.7 | % |
|
| 2.7 | % |
|
| 2.7 | % |
Net periodic benefit cost |
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate |
|
| 3.0 | % |
|
| 3.8 | % |
|
| 3.5 | % |
Rate of compensation increase |
|
| 2.8 | % |
|
| 2.6 | % |
|
| 2.8 | % |
Expected long-term rate of return on plan assets |
|
| 4.6 | % |
|
| 5.2 | % |
|
| 5.0 | % |
A weighted-average interest-crediting rate of 3.3% was assumed for 2020, for the Company’s cash balance pension plan.
The Company used a full yield curve approach to estimate the current service and interest cost components of net periodic benefit cost for Canadian pension plans and U.S. funded pension plans. The estimate of these components is made by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows.
76
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 7. PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS (CONTINUED)
For the U.S. unfunded pension plan and other post-retirement benefits, given materiality, the current service and interest cost components were estimated using a single weighted-average discount rate derived from the yield curve for each unfunded pension plan or based on each post-retirement plans’ projected cash flows. The discount rate of 3.2% for U.S. unfunded plans is obtained by incorporating the plans’ expected cash flows in the Mercer Yield Curve.
For Canadian plans, short-term yields to maturity are derived from actual AA rated corporate bond yield data. For longer terms, extrapolated data is used. The extrapolated data are created by adding a term-based spread over long provincial bond yields. For U.S. funded plans, the rates are taken from the Mercer Yield Curve which is based on bonds rated AA by Moody’s or Standard & Poor’s, excluding callable bonds, bonds of less than a minimum issue size, and certain other bonds. The universe of bonds also includes private placement (traded in reliance on Rule 144A and which are at least two years from issuance), make whole, and foreign corporation (denominated in U.S. dollars) bonds.
Effective January 1, 2021, the Company will use 4.4% (2020 – 4.8%; 2019 – 5.2%) as the expected return on plan assets, which reflects the current view of long-term investment returns. The overall expected long-term rate of return on plan assets is based on management's best estimate of the long-term returns of the major asset classes (cash and cash equivalents, equities, and bonds) weighted by the target allocation of assets at the measurement date, net of expenses. This rate includes an equity risk premium over government bond returns for equity investments and a value-added premium for the contribution to returns from active management. The sources used to determine management's best estimate of long-term returns are numerous and include country specific bond yields, which may be derived from the market using local bond indices or by analysis of the local bond market, and country-specific inflation and investment market expectations derived from market data and analysts' or governments' expectations, as applicable.
|
| December 31, |
|
| December 31, |
|
| December 31, |
| |||
Other post-retirement benefit plans |
| 2020 |
|
| 2019 |
|
| 2018 |
| |||
Projected benefit obligation |
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate |
|
| 2.5 | % |
|
| 3.1 | % |
|
| 3.8 | % |
Rate of compensation increase |
|
| 2.8 | % |
|
| 2.8 | % |
|
| 2.8 | % |
Net periodic benefit cost |
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate |
|
| 3.0 | % |
|
| 3.7 | % |
|
| 3.5 | % |
Rate of compensation increase |
|
| 2.7 | % |
|
| 2.7 | % |
|
| 2.7 | % |
For measurement purposes, a 3.9% weighted average annual rate of increase in the per capita cost of covered health care benefits was assumed for 2020.
FAIR VALUE MEASUREMENT
Fair Value Measurements and Disclosures Topic of FASB ASC 820 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 assets or liabilities. |
77
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 7. PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS (CONTINUED)
The following table presents the fair value of the plan assets at December 31, 2020, by asset category:
|
| Fair Value Measurements at |
| |||||||||||||
|
| December 31, 2020 |
| |||||||||||||
|
|
|
|
|
| Quoted Prices |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
| in Active |
|
| Significant |
|
| Significant |
| |||
|
|
|
|
|
| Markets for |
|
| Observable |
|
| Unobservable |
| |||
|
|
|
|
|
| Identical Assets |
|
| Inputs |
|
| Inputs |
| |||
Asset Category |
| Total |
|
| (Level 1) |
|
| (Level 2) |
|
| (Level 3) |
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Cash and short-term investments |
|
| 60 |
|
|
| 16 |
|
|
| 44 |
|
|
| — |
|
Canadian provincial government bonds |
|
| 391 |
|
|
| 388 |
|
|
| 3 |
|
|
| — |
|
Canadian corporate debt securities |
|
| 63 |
|
|
| 46 |
|
|
| 17 |
|
|
| — |
|
U.S. corporate debt securities |
|
| 23 |
|
|
| 22 |
|
|
| 1 |
|
|
| — |
|
International corporate debt securities |
|
| 10 |
|
|
| 10 |
|
|
| — |
|
|
| — |
|
Bond fund (1 & 2) |
|
| 173 |
|
|
| — |
|
|
| 173 |
|
|
| — |
|
Canadian equities (3) |
|
| 97 |
|
|
| 97 |
|
|
| — |
|
|
| — |
|
U.S. equities (4) |
|
| 99 |
|
|
| 99 |
|
|
| — |
|
|
| — |
|
International equities (5) |
|
| 268 |
|
|
| 268 |
|
|
| — |
|
|
| — |
|
U.S. stock index funds (2 & 6) |
|
| 233 |
|
|
| — |
|
|
| 233 |
|
|
| — |
|
Insurance contracts (7) |
|
| 176 |
|
|
| — |
|
|
| — |
|
|
| 176 |
|
Derivative contracts (8) |
|
| 1 |
|
|
| — |
|
|
| 1 |
|
|
| — |
|
Total |
|
| 1,594 |
|
|
| 946 |
|
|
| 472 |
|
|
| 176 |
|
(1) | This category represents a U.S. actively managed bond fund that is benchmarked to the Barclays Capital Long-term Government/Credit index. |
(2) | The fair value of these plan assets is classified as Level 2 (inputs that are observable, directly or indirectly) as they are measured based on quoted prices in active markets and can be redeemed at the measurement date or in the near term. |
(3) | This category represents an active segregated large capitalization Canadian equity portfolio with the ability to purchase small and medium capitalized companies and the Canadian equity portion of an active segregated global equity portfolio. |
(4) | This category represents U.S. equities held within an active segregated global equity portfolio and an active international equity portfolio. |
(5) | This category represents an active segregated non-North American multi-capitalization equity portfolio and the non-North American portion of an active segregated global equity portfolio. |
(6) | This category represents two equity index funds, not actively managed, that track the Russell 3000 index. |
(7) | This category represents a group annuity contract purchased through an insurance company that is held in the pension plan’s name as an asset within the pension plan. The insurance contract covers pension entitlements associated with specific groups of retired members of the pension plan. |
(8) | The fair value of the derivative contracts is classified as Level 2 (inputs that are observable, directly or indirectly) as they are measured using long-term bond indices. |
78
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 7. PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS (CONTINUED)
The following table presents the fair value of the plan assets at December 31, 2019, by asset category:
|
| Fair Value Measurements at December 31, 2019 |
| |||||||||||||
|
|
|
|
|
| Quoted Prices in Active Markets for Identical Assets |
|
| Significant Observable Inputs |
|
| Significant Unobservable Inputs |
| |||
Asset Category |
| Total |
|
| (Level 1) |
|
| (Level 2) |
|
| (Level 3) |
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Cash and short-term investments |
|
| 66 |
|
|
| 24 |
|
|
| 42 |
|
|
| — |
|
Canadian provincial government bonds |
|
| 454 |
|
|
| 453 |
|
|
| 1 |
|
|
| — |
|
Canadian corporate debt securities |
|
| 119 |
|
|
| 91 |
|
|
| 28 |
|
|
| — |
|
U.S. corporate debt securities |
|
| 21 |
|
|
| 21 |
|
|
| — |
|
|
| — |
|
International corporate debt securities |
|
| 13 |
|
|
| 13 |
|
|
| — |
|
|
| — |
|
Bond fund (1 & 2) |
|
| 166 |
|
|
| — |
|
|
| 166 |
|
|
| — |
|
Canadian equities (3) |
|
| 93 |
|
|
| 93 |
|
|
| — |
|
|
| — |
|
U.S. equities (4) |
|
| 86 |
|
|
| 86 |
|
|
| — |
|
|
| — |
|
International equities (5) |
|
| 231 |
|
|
| 231 |
|
|
| — |
|
|
| — |
|
U.S. stock index funds (2 & 6) |
|
| 215 |
|
|
| — |
|
|
| 215 |
|
|
| — |
|
Insurance contracts |
|
| 1 |
|
|
| — |
|
|
| — |
|
|
| 1 |
|
Total |
|
| 1,465 |
|
|
| 1,012 |
|
|
| 452 |
|
|
| 1 |
|
(1) | This category represents a U.S. actively managed bond fund that is benchmarked to the Barclays Capital Long-term Government/Credit index. |
(2) | The fair value of these plan assets is classified as Level 2 (inputs that are observable, directly or indirectly) as they are measured based on quoted prices in active markets and can be redeemed at the measurement date or in the near term. |
(3) | This category represents an active segregated large capitalization Canadian equity portfolio with the ability to purchase small and medium capitalized companies and the Canadian equity portion of an active segregated global equity portfolio. |
(4) | This category represents U.S. equities held within an active segregated global equity portfolio and an active international equity portfolio. |
(5) | This category represents an active segregated non-North American multi-capitalization equity portfolio and the non-North American portion of an active segregated global equity portfolio. |
(6) | This category represents two equity index funds, not actively managed, that track the Russell 3000 index. |
79
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 7. PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS (CONTINUED)
The following table presents changes during the period for Level 3 fair value measurements of plan assets:
Fair Value Measurements Using Significant | |||||
Unobservable Inputs (Level 3) | |||||
Insurance contracts | |||||
$ | |||||
Balance at December 31, 2018 | 76 | ||||
Settlements | (84 | ) | |||
Return on plan assets | 7 | ||||
Effect of foreign currency exchange rate change | 2 | ||||
Balance at December 31, 2019 | 1 | ||||
Purchases | 163 | ||||
Return on plan assets | 3 | ||||
Effect of foreign currency exchange rate change | 9 | ||||
Balance at December 31, 2020 | 176 |
ESTIMATED FUTURE BENEFIT PAYMENTS FROM THE PLANS
Estimated future benefit payments from the plans for the next 10 years at December 31, 2020 are as follows:
. |
| Pension plans |
|
| Other post-retirement benefit plans |
| ||
|
| $ |
|
| $ |
| ||
2021 |
|
| 89 |
|
|
| 4 |
|
2022 |
|
| 88 |
|
|
| 4 |
|
2023 |
|
| 88 |
|
|
| 4 |
|
2024 |
|
| 90 |
|
|
| 4 |
|
2025 |
|
| 89 |
|
|
| 4 |
|
2026 – 2030 |
|
| 434 |
|
|
| 20 |
|
80
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 8.
OTHER OPERATING (INCOME) LOSS, NET
Other operating (income) loss, net is an aggregate of both recurring and non-recurring loss or income items and, as a result, can fluctuate from year to year. The Company’s other operating (income) loss, net includes the following:
|
| Year ended December 31, 2020 |
|
| Year ended December 31, 2019 |
|
| Year ended December 31, 2018 |
| |||
|
| $ |
|
| $ |
|
| $ |
| |||
Environmental provision |
|
| 2 |
|
|
| 4 |
|
|
| 5 |
|
Foreign exchange loss (gain) |
|
| — |
|
|
| 3 |
|
|
| (3 | ) |
Bad debt expense |
|
| 4 |
|
|
| 1 |
|
|
| 2 |
|
Net gain on sale of property, plant and equipment |
|
| (1 | ) |
|
| — |
|
|
| (4 | ) |
Income for waiving a non-compete clause |
|
| (7 | ) |
|
| — |
|
|
| — |
|
Other |
|
| (5 | ) |
|
| (4 | ) |
|
| (1 | ) |
Other operating (income) loss, net |
|
| (7 | ) |
|
| 4 |
|
|
| (1 | ) |
81
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 9.
INTEREST EXPENSE, NET
The following table presents the components of interest expense, net:
|
| Year ended |
|
| Year ended |
|
| Year ended |
| |||
|
| December 31, |
|
| December 31, |
|
| December 31, |
| |||
|
| 2020 |
|
| 2019 |
|
| 2018 |
| |||
|
| $ |
|
| $ |
|
| $ |
| |||
Interest on long-term debt (1) |
|
| 52 |
|
|
| 45 |
|
|
| 56 |
|
Interest on receivables securitization |
|
| 1 |
|
|
| 2 |
|
|
| 1 |
|
Interest on withdrawal liabilities for multiemployer plans |
|
| 3 |
|
|
| 3 |
|
|
| 2 |
|
Amortization of debt issuance costs and other |
|
| 2 |
|
|
| 2 |
|
|
| 3 |
|
|
|
| 58 |
|
|
| 52 |
|
|
| 62 |
|
(1) | The Company capitalized $3 million of interest expense in 2020 (2019 – $3 million; 2018 – $1 million). |
82
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 10.
INCOME TAXES
The Company’s (loss) earnings before income taxes by taxing jurisdiction were:
|
| Year ended |
|
| Year ended |
|
| Year ended |
|
| Year ended |
|
| Year ended |
|
| Year ended |
| ||||||
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
| ||||||
|
| 2017 |
|
| 2016 |
|
| 2015 |
|
| 2020 |
|
| 2019 |
|
| 2018 |
| ||||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
U.S. (loss) earnings |
|
| (209 | ) |
|
| 69 |
|
|
| 26 |
|
|
| (199 | ) |
|
| 80 |
|
|
| 241 |
|
Foreign (loss) earnings |
|
| (174 | ) |
|
| 88 |
|
|
| 130 |
|
|
| (19 | ) |
|
| 24 |
|
|
| 110 |
|
(Loss) earnings before income taxes |
|
| (383 | ) |
|
| 157 |
|
|
| 156 |
|
|
| (218 | ) |
|
| 104 |
|
|
| 351 |
|
Provisions for income taxes include the following:
|
| Year ended |
|
| Year ended |
|
| Year ended |
|
| Year ended |
|
| Year ended |
|
| Year ended |
| ||||||
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
| ||||||
|
| 2017 |
|
| 2016 |
|
| 2015 |
|
| 2020 |
|
| 2019 |
|
| 2018 |
| ||||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
U.S. Federal and State: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
| 73 |
|
|
| 10 |
|
|
| 61 |
|
|
| (21 | ) |
|
| 19 |
|
|
| 38 |
|
Deferred |
|
| (208 | ) |
|
| 1 |
|
|
| (78 | ) |
|
| (45 | ) |
|
| (6 | ) |
|
| (1 | ) |
Foreign: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
| 9 |
|
|
| 10 |
|
|
| 9 |
|
|
| (7 | ) |
|
| 4 |
|
|
| 5 |
|
Deferred |
|
| 1 |
|
|
| 8 |
|
|
| 22 |
|
|
| (3 | ) |
|
| — |
|
|
| 26 |
|
Income tax (benefit) expense |
|
| (125 | ) |
|
| 29 |
|
|
| 14 |
|
|
| (76 | ) |
|
| 17 |
|
|
| 68 |
|
9183
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 10. INCOME TAXES (CONTINUED)
The Company’s provision for income taxes differs from the amounts computed by applying the statutory income tax rate of 35%21% to (loss) earnings before income taxes due to the following:
|
| Year ended |
|
| Year ended |
|
| Year ended |
|
| Year ended |
|
| Year ended |
|
| Year ended |
| ||||||
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
| ||||||
|
| 2017 |
|
| 2016 |
|
| 2015 |
|
| 2020 |
|
| 2019 |
|
| 2018 |
| ||||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
U.S. federal statutory income tax |
|
| (134 | ) |
|
| 55 |
|
|
| 55 |
|
|
| (46 | ) |
|
| 22 |
|
|
| 74 |
|
Reconciling Items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State and local income taxes, net of federal income tax benefit |
|
| 2 |
|
|
| 3 |
|
|
| 1 |
|
|
| (6 | ) |
|
| 4 |
|
|
| 9 |
|
Foreign income tax rate differential |
|
| (16 | ) |
|
| (14 | ) |
|
| (16 | ) |
|
| (1 | ) |
|
| 2 |
|
|
| 6 |
|
Tax credits and special deductions |
|
| (24 | ) |
|
| (18 | ) |
|
| (16 | ) |
|
| (17 | ) |
|
| (18 | ) |
|
| (18 | ) |
Goodwill impairment |
|
| 200 |
|
|
| — |
|
|
| — |
| ||||||||||||
U.S. tax rate benefit from loss carryback |
|
| (5 | ) |
|
| — |
|
|
| — |
| ||||||||||||
Tax rate changes |
|
| (188 | ) |
|
| — |
|
|
| (5 | ) |
|
| — |
|
|
| (4 | ) |
|
| (9 | ) |
Deemed mandatory repatriation tax |
|
| 46 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (7 | ) |
Uncertain tax positions |
|
| (6 | ) |
|
| 2 |
|
|
| 1 |
|
|
| (4 | ) |
|
| (3 | ) |
|
| (5 | ) |
U.S. manufacturing deduction |
|
| (4 | ) |
|
| (2 | ) |
|
| (6 | ) | ||||||||||||
Functional currency differences |
|
| — |
|
|
| — |
|
|
| 1 |
| ||||||||||||
Deferred taxes on Personal Care Group Investment |
|
| (51 | ) |
|
| — |
|
|
| — |
| ||||||||||||
Deferred taxes on foreign earnings |
|
| (1 | ) |
|
| 2 |
|
|
| 10 |
| ||||||||||||
Intercompany income with assets held for sale |
|
| 3 |
|
|
| 3 |
|
|
| 4 |
| ||||||||||||
Net book value adjustment of assets held for sale |
|
| 5 |
|
|
| — |
|
|
| — |
| ||||||||||||
Valuation allowance on deferred tax assets |
|
| 3 |
|
|
| (1 | ) |
|
| (1 | ) |
|
| 47 |
|
|
| 5 |
|
|
| — |
|
Nondeductible expenses |
|
| 1 |
|
|
| 3 |
|
|
| — |
| ||||||||||||
Other |
|
| (4 | ) |
|
| 4 |
|
|
| — |
|
|
| (1 | ) |
|
| 1 |
|
|
| 4 |
|
Income tax (benefit) expense |
|
| (125 | ) |
|
| 29 |
|
|
| 14 |
|
|
| (76 | ) |
|
| 17 |
|
|
| 68 |
|
During 2017,On January 7, 2021, the Company reached an agreement with AIP to sell the Personal Care business for $920 million. As such, for the December 31, 2020 reporting period, we are no longer indefinitely reinvested in that business and have classified our investment in that business as held for sale. Accordingly, we have recorded a goodwill impairmentdeferred tax asset of $578$51 million with minimalfor the difference between the net book value of the business and the tax basis of that business. The Company is accounting for the tax impacts related to the sale of the Personal Care business as a stock investment and therefore recognizing the tax benefit whichfor recording the book/tax basis difference and the net book value adjustment as part of continuing operations. Both of these items impacted the effective tax rate by $200 million. in 2020.
The Company has assessed the value of the deferred tax asset related to the basis difference described above, which is expected to be a capital loss for tax purposes upon the completion of the sale, and determined that the Company is not likely to realize a full benefit from the asset. As such, the Company has recorded a valuation allowance of $44 million associated with this deferred tax asset. During the year, the Company also analyzed its existing Arkansas research and development credits and determined an additional valuation allowance of $3 million should be recorded since it is expected some of the credits will expire un-utilized. These amounts unfavorably impacted the effective tax rate for 2017 was also significantly impacted by the Company’s foreign operations being taxed at lower statutory tax rates and byin 2020.
During 2020, the Company recording $24generated a U.S. tax net operating loss which, in accordance with the Coronavirus Aid, Relief, and Economic Security (CARES) Act will be carried back to 2015. In 2015, the US federal tax rate was 35%, versus the current rate of 21%. Therefore, the Company recorded an additional tax benefit of $5 million related to the tax rate benefit of currentthe loss which favorably impacted the effective tax rate in 2020.
The Company recorded $17 million of tax credits, mainly research and experimentation credits.credits, which favorably impacted the effective tax rate in 2020. Since the Company has a tax loss in 2020, the tax credits will be carried forward and are expected to be utilized in future years.
84
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 10. INCOME TAXES (CONTINUED)
As a result of the deemed mandatory repatriation tax requirement of the U.S. Tax Reform, the Company has taxed its undistributed foreign earnings as of December 31, 2017, at reduced tax rates. After completing its evaluation of the U.S. Tax Reform’s impact on its business operations, the Company has determined that it is no longer indefinitely reinvested in these undistributed foreign earnings as well as foreign earnings after December 31, 2017. As such, as of December 31, 2020, the Company has recorded a deferred tax liability of $11 million ($12 million as of December 31, 2019) for foreign withholding tax and various state income taxes associated with future repatriation of these earnings. This additional $1 million tax benefit impacted the effective tax rate for 2020 ($2 million tax expense for 2019 and $10 million tax expense for 2018).
The Company recorded $18 million of tax credits in 2019 ($18 million in 2018), mainly research and experimentation credits, which favorably impacted the effective tax rate. Arkansas legislation changes were passed in 2019 which reduced the state tax rate and changed how the apportionment factor is calculated. This resulted in a deferred state tax benefit of $4 million for the Company. Additionally, a valuation allowance of $5 million was recorded on state attributes the Company does not expect to utilize before they expire.
On December 22, 2017, the U.S. Tax Cuts and Jobs Act (the “U.S. Tax Reform”)Reform was signed into law. The U.S. Tax Reform significantly changeschanged U.S. tax law for businesses by, among other things, lowering the maximum federal corporate income tax rate from 35% to 21% effective January 1, 2018, implementing a territorial tax system, and imposing a one-time deemed repatriation tax on accumulated foreign earnings. As a result of the corporate tax rate reduction, the Company revalued its ending net deferred tax liabilities, and recognized a provisional tax benefit of $186 million in the Company’s Consolidated Statement of Earnings (Loss) and Comprehensive Income (Loss) for the year ended December 31, 2017. This, combined with a $2 million tax benefit from other changes in law in certain U.S. states earlier in the year, had a significant impact on the effective tax rate for 2017.
On December 22, 2017, the SEC staff issuedAdditionally, Staff Accounting Bulletin No. 118 (“SAB 118”) was issued to address the application in situations when a registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting for certain income tax effects of the U.S. Tax Reform. SAB 118 provides guidance which allows companies to use aDecember 22, 2018 marked the end of the measurement period similar to that used in business combinations, to account for the impactspurposes of the U.S. Tax Reform. The U.S. Tax Reform provides for a mandatory one-time deemed repatriation tax on the Company’s undistributed foreign earnings and profits. The Company has recorded a provisional repatriation tax amount of $46 million, which it will elect to pay over eight years, and which impacted the 2017 tax rate. The current portion of $4 million is included on the Company’s Consolidated Balance Sheet in Income and other taxes receivable and the remaining $42 million is included in Other liabilities and deferred credits. While the Company has made a reasonable estimate of the repatriation tax amount, it continues to analyze various factors, including the impact of foreign tax credits available to offset the tax. The Company continues to gather additional information and monitor for further interpretive guidance in order to finalize its calculations and complete its accounting for the repatriation tax liability.
92
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 10. INCOME TAXES (CONTINUED)
Additionally, the Company continues to assess the impact of the U.S. Tax Reform with respect to its current strategy of reinvesting profits of foreign subsidiaries back into those foreign operations. The Company has not completed its analysis of the impacts of the U.S. Tax Reform and how these changes will impact operational decisions around the utilization of cash residing in the foreign subsidiaries. If, after analysis, the Company’s management determines that it will no longer reinvest all earnings of its foreign subsidiaries, then the Company would need to determine if a provision for the undistributed foreign earnings is required.SAB 118. As such, the Company has notcompleted its analysis, including currently available legislative updates, and recorded aan additional tax liability amountbenefit of $13 million for the year ended December 31, 2018. Of this item. Itbenefit, $7 million related to adjustments to the deemed mandatory repatriation tax and $6 million related to the revaluation of the Company’s net deferred tax liabilities. The $6 million benefit for the revaluation of the net deferred tax liabilities is possible that such a tax liability, if recordedincluded in the future, could have a significant impact on the effective tax“Tax rate in the period that it is recorded.
During 2016, the Company recorded $18changes” above, along with $3 million of additional tax credits, mainly research and experimentation credits, which significantly impacted the effective tax rate. The effective tax rate for 2016 was also significantly impacted by the Company’s foreign operations being taxed at lower statutory tax rates.
During 2015, the Company recorded $16 million of tax credits, mainly research and experimentation credits, which significantly impacted the effective tax rate. The effective tax rate for 2015 was also impacted by the manufacturing deduction in the U.S., enactedbenefits relating to 2018 law changes in Sweden and various U.S. states, and the impact of the Company’s foreign operations being taxed at lower statutory tax rates.states.
Deferred tax assets and liabilities are based on tax rates that are expected to be in effect in future periods when deferred items are expected to reverse. Changes in tax rates or tax laws affect the expected future benefit or expense. The effect of such changes that occurred during each of the last three fiscal years is included in “Tax rate changes” disclosed under the effective income tax rate reconciliation shown above.
85
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 10. INCOME TAXES (CONTINUED)
DEFERRED TAX ASSETS AND LIABILITIES
The tax effects of significant temporary differences representing deferred tax assets and liabilities at December 31, 20172020 and December 31, 20162019 are comprised of the following:
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
| ||||
|
| 2017 |
|
| 2016 |
|
| 2020 |
|
| 2019 |
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Accounting provisions |
|
| 36 |
|
|
| 62 |
|
|
| 31 |
|
|
| 27 |
|
Net operating loss carryforwards and other deductions |
|
| 43 |
|
|
| 43 |
|
|
| 56 |
|
|
| 9 |
|
Pension and other employee future benefit plans |
|
| 31 |
|
|
| 65 |
|
|
| 19 |
|
|
| 16 |
|
Inventory |
|
| 10 |
|
|
| 15 |
|
|
| 11 |
|
|
| 12 |
|
Tax credits |
|
| 36 |
|
|
| 25 |
|
|
| 41 |
|
|
| 23 |
|
Other |
|
| 12 |
|
|
| 7 |
| ||||||||
Gross deferred tax assets |
|
| 156 |
|
|
| 210 |
|
|
| 170 |
|
|
| 94 |
|
Valuation allowance |
|
| (25 | ) |
|
| (22 | ) |
|
| (64 | ) |
|
| (17 | ) |
Net deferred tax assets |
|
| 131 |
|
|
| 188 |
|
|
| 106 |
|
|
| 77 |
|
Property, plant and equipment |
|
| (436 | ) |
|
| (648 | ) |
|
| (367 | ) |
|
| (386 | ) |
Impact of foreign exchange on long-term debt and investments |
|
| — |
|
|
| (8 | ) | ||||||||
Intangible assets |
|
| (131 | ) |
|
| (152 | ) |
|
| (6 | ) |
|
| (6 | ) |
Other |
|
| (16 | ) |
|
| (10 | ) |
|
| (31 | ) |
|
| (17 | ) |
Total deferred tax liabilities |
|
| (583 | ) |
|
| (818 | ) |
|
| (404 | ) |
|
| (409 | ) |
Net deferred tax liabilities |
|
| (452 | ) |
|
| (630 | ) |
|
| (298 | ) |
|
| (332 | ) |
Included in: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other assets (Note 15) |
|
| 2 |
|
|
| 2 |
| ||||||||
Deferred income taxes and other |
|
| (454 | ) |
|
| (632 | ) |
|
| (298 | ) |
|
| (332 | ) |
Total |
|
| (452 | ) |
|
| (630 | ) |
|
| (298 | ) |
|
| (332 | ) |
93
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 10. INCOME TAXES (CONTINUED)
At December 31, 2017,2020, the Company had less than $1 million of0 federal net operating loss carryforwards, remaining which expire in 2032. These U.S. federal net operating losses are subjecthowever, the Company has recorded a tax asset related to annual limitations under Section 382the book/tax basis difference of the Internal Revenue Code of 1986, as amended (the "Code"), that can vary from yearAssets Held for Sale which is expected to year.be a capital loss once the sale is completed. The Company also has other foreign net operating losses and deduction limitations of $150$4 million at December 31, 2020, which may be carried forward indefinitely.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which temporary differences become deductible.
The Company evaluates the realization of deferred tax assets on a quarterly basis. Evaluating the need for an amount of a valuation allowance for deferred tax assets often requires significant judgment. All available evidence, both positive and negative, is considered when determining whether, based on the weight of that evidence, a valuation allowance is needed. Specifically, the Company evaluated the following items:
Historical income / (losses) – particularly the most recent three-year period
• | Historical income / (losses) – particularly the most recent three-year period |
Reversals of future taxable temporary differences
• | Reversals of future taxable temporary differences |
Projected future income / (losses)
• | Projected future income / (losses) |
Tax planning strategies
• | Tax planning strategies |
• | Divestitures |
Divestitures
86
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 10. INCOME TAXES (CONTINUED)
Management believes that it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets, with the exception of certain state credits for which afollowing exceptions:
• | US state tax credits ($13 million valuation allowance) |
• | Tax basis difference on assets held for sale ($44 million valuation allowance) |
• | Foreign loss carryforwards ($7 million valuation allowance) |
In 2020, the valuation allowance of $6 million exists at December 31, 2017, and certain foreign loss carryforwards for which a valuation allowance of $19 million exists at December 31, 2017. Of this amount, $3 millionunfavorably impacted tax expense and the effective tax rate for 2017 (2016by $47 million (2019 – $(1) million; 2015 – $(1)$5 million).
TheAs of December 31, 2020, the Company historicallyhas recorded a deferred tax liability of $11 million ($12 million for 2019) for foreign withholding tax and various state income taxes associated with the repatriation of earnings subject to the repatriation tax as well as future repatriation of its unremitted foreign earnings. With the exception of the Personal Care business which is being shown as held for sale, the Company has not provided for a U.S. income tax liability on undistributed earnings of its foreign subsidiaries. The earnings of the foreign subsidiaries, which reflect full provision for incomedeferred taxes are currently indefinitely reinvested in foreign operations. The Company is still analyzing the impact of the U.S. Tax Reform on its cash repatriation strategies and a change could result in the need for the Company to record a tax liability on the undistributed earnings of some or all of its foreign operations.
The U.S. Tax Reform also includes a base erosion provision for Global Intangible Low-Taxed Income (“GILTI”). Beginning in 2018, the GILTI provisions require the Company to includeoutside basis differences in its U.S. income tax return earnings ofinvestments in its foreign subsidiaries that are unrelated to unremitted earnings as it estimates that this deferred tax liability in excess of an allowable return oncombination with the tangible assets of therepatriation tax amount, covers all tax liabilities with foreign subsidiaries.investments to date. The Company is required to make an accounting policy election to either (1) treat taxes due related to GILTI as a current-period expense when incurred (the “period cost method”) or (2) factor such amounts intoindefinitely reinvested in the measurementoutside basis differences of deferred taxes (the “deferred method”). The Company is continuing to evaluate the GILTI tax rules and has not yet adopted a policy to account for the related impacts.its remaining foreign subsidiaries.
94
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 10. INCOME TAXES (CONTINUED)
ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES
At December 31, 2017,2020, the Company had gross unrecognized tax benefits of approximately $37$23 million ($4328 million and $41$28 million for 20162019 and 2015,2018, respectively). If recognized in 2018,2020, these tax benefits would impact the effective tax rate. These amounts represent the gross amount of exposure in individual jurisdictions and do not reflect any additional benefits expected to be realized if such positions were sustained, such as federal deduction that could be realized if an unrecognized state deduction was not sustained. These amounts are included in Deferred income taxes and other on the Consolidated Balance Sheets.
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
| ||||||
|
| 2017 |
|
| 2016 |
|
| 2015 |
|
| 2020 |
|
| 2019 |
|
| 2018 |
| ||||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Balance at beginning of year |
|
| 43 |
|
|
| 41 |
|
|
| 48 |
|
|
| 28 |
|
|
| 28 |
|
|
| 27 |
|
Additions based on tax positions related to current year |
|
| 3 |
|
|
| 3 |
|
|
| 3 |
|
|
| 1 |
|
|
| 3 |
|
|
| 3 |
|
Additions for tax positions of prior years |
|
| 4 |
|
|
| 3 |
|
|
| 2 |
|
|
| 1 |
|
|
| 2 |
|
|
| 3 |
|
Reductions for tax positions of prior years |
|
| — |
|
|
| (2 | ) |
|
| (1 | ) | ||||||||||||
Reductions related to settlements with taxing authorities |
|
| (1 | ) |
|
| — |
|
|
| (4 | ) | ||||||||||||
Expirations of statutes of limitations |
|
| (13 | ) |
|
| (3 | ) |
|
| (7 | ) |
|
| (7 | ) |
|
| (6 | ) |
|
| (6 | ) |
Interest |
|
| 1 |
|
|
| 1 |
|
|
| 1 |
|
|
| — |
|
|
| 1 |
|
|
| 1 |
|
Foreign exchange impact |
|
| — |
|
|
| — |
|
|
| (1 | ) | ||||||||||||
Balance at end of year |
|
| 37 |
|
|
| 43 |
|
|
| 41 |
|
|
| 23 |
|
|
| 28 |
|
|
| 28 |
|
The Company recorded less than $1 million of accrued interest associated with unrecognized tax benefits for the period ending December 31, 20172020 ($1 million for 2019 and $1 million for 2016 and 2015, respectively)2018). The Company recognizes accrued interest and penalties, if any, related to unrecognized tax benefits as a component of tax expense. The Company believes it is reasonably possible that up to $8$4 million of its unrecognized tax benefits may be recognized by December 31, 2018, which could significantly impact the effective tax rate.2021. However, the amount and timing of the recognition of these benefits is subject to some uncertainty.
The major jurisdictions where the Company and its subsidiaries will file tax returns for 2017, in addition to filing2020 are Canada and the U.S. The Company will file one consolidated U.S. federal income tax return, are Canada, Sweden and Spain.return. The Company and its subsidiaries will also file returns in various other countries in Europe and Asia as well as various U.S. states and Canadian provinces. At December 31, 2017,2020, the Company’s subsidiaries are subject to foreign federal income tax examinations for the tax years 20072013 through 2016,2019, with federal years prior to 20142017 being closed from a cash tax liability standpoint in the U.S., but the loss carryforwards can be adjusted in any open year where the loss has been utilized. The Company does not anticipate that adjustments stemming from these audits would result in a significant change to the results of its operations and financial condition.
9587
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
INVENTORIES
The following table presents the components of inventories:
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
| ||||
|
| 2017 |
|
| 2016 |
|
| 2020 |
|
| 2019 |
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Work in process and finished goods |
|
| 399 |
|
|
| 413 |
|
|
| 321 |
|
|
| 325 |
|
Raw materials |
|
| 135 |
|
|
| 132 |
|
|
| 107 |
|
|
| 119 |
|
Operating and maintenance supplies |
|
| 223 |
|
|
| 214 |
|
|
| 202 |
|
|
| 219 |
|
|
|
| 757 |
|
|
| 759 |
|
|
| 630 |
|
|
| 663 |
|
9688
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
GOODWILL
Changes in the carrying value of goodwill are as follows:
|
| December 31, |
|
| December 31, |
| ||
|
| 2017 |
|
| 2016 |
| ||
|
| $ |
|
| $ |
| ||
Balance at beginning of year |
|
| 550 |
|
|
| 539 |
|
Effect of foreign currency exchange rate change |
|
| 28 |
|
|
| (6 | ) |
Impairment of goodwill (Note 4) |
|
| (578 | ) |
|
| — |
|
Acquisition of HDIS (Note 3) |
|
| — |
|
|
| 17 |
|
Balance at end of year |
|
| — |
|
|
| 550 |
|
97
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
PROPERTY, PLANT AND EQUIPMENT
The following table presents the components of property, plant and equipment:
|
| Range of useful lives |
|
| December 31, |
|
| December 31, |
|
| Range of useful lives |
|
| December 31, |
|
| December 31, |
| ||||||
|
| (in years) |
|
| 2017 |
|
| 2016 |
|
| (in years) |
|
| 2020 |
|
| 2019 |
| ||||||
|
|
|
|
|
| $ |
|
| $ |
|
|
|
|
|
| $ |
|
| $ |
| ||||
Machinery and equipment |
| 3 – 20 |
|
|
| 7,674 |
|
|
| 7,408 |
|
| 3 – 20 |
|
|
| 7,617 |
|
|
| 7,436 |
| ||
Buildings and improvements |
| 10 – 40 |
|
|
| 1,059 |
|
|
| 1,007 |
|
| 10 – 40 |
|
|
| 962 |
|
|
| 944 |
| ||
Timberlands |
| (1) |
|
|
| 207 |
|
|
| 200 |
|
| (1) |
|
|
| 195 |
|
|
| 191 |
| ||
Assets under construction |
|
| — |
|
|
| 104 |
|
|
| 94 |
|
|
| — |
|
|
| 87 |
|
|
| 135 |
|
|
|
|
|
|
|
| 9,044 |
|
|
| 8,709 |
|
|
|
|
|
|
| 8,861 |
|
|
| 8,706 |
|
Less: Accumulated depreciation |
|
|
|
|
|
| (6,279 | ) |
|
| (5,884 | ) |
|
|
|
|
|
| (6,838 | ) |
|
| (6,483 | ) |
|
|
|
|
|
|
| 2,765 |
|
|
| 2,825 |
|
|
|
|
|
|
| 2,023 |
|
|
| 2,223 |
|
| (1) | Amortization is calculated using the unit of production method. |
Depreciation expense related to property, plant and equipment for the year ended December 31, 20172020 was $302$222 million (2016(2019 – $329$230 million; 20152018 – $340$240 million).
9889
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
LEASES
In the normal course of business, the Company enters into operating and finance leases mainly for manufacturing and warehousing facilities, corporate offices, motor vehicles, mobile equipment and manufacturing equipment.
While the Company’s lease payments are generally fixed over the lease term, some leases may include price escalation terms that are fixed at the lease commencement date.
The Company has remaining lease terms ranging from 1 year to 12 years, some of which may include options to extend the leases for up to 10 years, and some of which may include options to terminate the leases within 1 year.
The components of lease expense were as follows:
|
|
|
| Year ended |
|
| Year ended |
| ||
|
|
|
| December 31, |
|
| December 31, |
| ||
|
|
|
| 2020 |
|
| 2019 |
| ||
|
|
|
| $ |
|
| $ |
| ||
Operating lease expense |
| 22 |
|
|
| 21 |
| |||
|
|
|
|
|
|
|
| |||
Finance lease expense: |
|
|
|
|
|
|
| |||
Amortization of right-of-use assets |
| 1 |
|
|
| — |
| |||
Interest on lease liabilities |
| — |
|
|
| — |
| |||
Total finance lease expense |
| 1 |
|
|
| — |
|
For the year ended December 31, 2018, total operating lease expense amounted to $19 million.
Supplemental cash flow information related to leases was as follows:
|
|
|
| Year ended |
|
| Year ended |
| ||
|
|
|
| December 31, |
|
| December 31, |
| ||
|
|
|
| 2020 |
|
| 2019 |
| ||
|
|
|
| $ |
|
| $ |
| ||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
|
| |||
| Operating cash flows from operating leases |
| 23 |
|
|
| 21 |
| ||
| Operating cash flows from finance leases |
| 1 |
|
|
| 1 |
| ||
| Financing cash flows from finance leases |
| 1 |
|
|
| 1 |
| ||
|
|
|
|
|
|
|
| |||
Right-of-use assets obtained in exchange for lease liabilities: |
|
|
|
|
|
|
| |||
| Operating leases |
| 12 |
|
|
| 24 |
| ||
| Finance leases |
| — |
|
|
| — |
|
90
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 13. LEASES (CONTINUED)
Supplemental balance sheet information related to leases was as follows:
|
|
|
| December 31, |
|
| December 31, |
| ||
|
|
|
| 2020 |
|
| 2019 |
| ||
|
|
|
| $ |
|
| $ |
| ||
Operating leases |
|
|
|
|
|
|
| |||
| Operating leases right-of-use assets |
| 59 |
|
|
| 58 |
| ||
|
|
|
|
|
|
|
|
| ||
| Lease liabilities due within one year |
| 20 |
|
|
| 18 |
| ||
| Operating lease liabilities |
| 50 |
|
|
| 40 |
| ||
|
|
| 70 |
|
|
| 58 |
| ||
|
|
|
|
|
|
|
|
| ||
Finance leases |
|
|
|
|
|
|
| |||
| Property, plant and equipment |
| 11 |
|
|
| 9 |
| ||
| Accumulated depreciation |
| (3 | ) |
|
| (2 | ) | ||
|
|
| 8 |
|
|
| 7 |
| ||
|
|
|
|
|
|
|
|
| ||
| Long-term debt due within one year |
| 1 |
|
|
| 1 |
| ||
| Long-term debt |
| 9 |
|
|
| 8 |
| ||
|
|
| 10 |
|
|
| 9 |
| ||
|
|
|
|
|
|
|
|
| ||
| Weighted-average remaining lease term |
|
|
|
|
|
|
| ||
|
| Operating leases | 4.7 years |
|
| 3.8 years |
| |||
|
| Finance leases | 8.8 years |
|
| 10.4 years |
| |||
|
|
|
|
|
|
|
|
|
| |
| Weighted-average discount rate |
|
|
|
|
|
|
| ||
|
| Operating leases |
| 4.4 | % |
|
| 4.4 | % | |
|
| Finance leases |
| 6.1 | % |
|
| 7.0 | % |
Maturities of lease liabilities at December 31, 2020 were as follows:
|
|
|
| Operating leases |
| |
|
|
|
| $ |
| |
| 2021 |
|
|
| 20 |
|
| 2022 |
|
|
| 18 |
|
| 2023 |
|
|
| 15 |
|
| 2024 |
|
|
| 10 |
|
| 2025 |
|
|
| 6 |
|
| Thereafter |
|
| 9 |
| |
| Total lease payments |
|
| 78 |
| |
|
|
|
|
|
| |
| Less: Imputed interest |
|
| 8 |
| |
|
|
|
|
|
| |
| Total lease liabilities |
|
| 70 |
|
91
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 14.
INTANGIBLE ASSETS
The following table presents the components of intangible assets:
|
| Estimated useful lives |
|
| December 31, |
|
| December 31, |
|
| Estimated useful lives |
|
| December 31, |
|
| December 31, |
| ||||||||||||||||||||||||||||||||||||||
|
| (in years) |
|
| 2017 |
|
| 2016 |
|
| (in years) |
|
| 2020 |
|
| 2019 |
| ||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
| Gross carrying |
|
| Accumulated |
|
|
|
|
|
| Gross carrying |
|
| Accumulated |
|
|
|
|
|
|
|
|
|
| Gross carrying |
|
| Accumulated |
|
|
|
|
|
| Gross carrying |
|
| Accumulated |
|
|
|
|
| ||||||||
|
|
|
|
|
| amount |
|
| amortization |
|
| Net |
|
| amount |
|
| amortization |
|
| Net |
|
|
|
|
|
| amount |
|
| amortization |
|
| Net |
|
| amount |
|
| amortization |
|
| Net |
| ||||||||||||
Definite-lived intangible assets subject to amortization |
|
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
|
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||||||||
Water rights |
|
| 40 |
|
|
| 3 |
|
|
| (1 | ) |
|
| 2 |
|
|
| 3 |
|
|
| (1 | ) |
|
| 2 |
|
|
| 40 |
|
|
| 3 |
|
|
| (1 | ) |
|
| 2 |
|
|
| 3 |
|
|
| (1 | ) |
|
| 2 |
|
Customer relationships |
| 10 – 40 |
|
|
| 392 |
|
|
| (79 | ) |
|
| 313 |
|
|
| 369 |
|
|
| (60 | ) |
|
| 309 |
|
| 20 – 30 |
|
|
| 24 |
|
|
| (10 | ) |
|
| 14 |
|
|
| 24 |
|
|
| (9 | ) |
|
| 15 |
| ||
Technology |
| 7 – 20 |
|
|
| 8 |
|
|
| (4 | ) |
|
| 4 |
|
|
| 8 |
|
|
| (3 | ) |
|
| 5 |
|
| 7 – 20 |
|
|
| 8 |
|
|
| (5 | ) |
|
| 3 |
|
|
| 8 |
|
|
| (5 | ) |
|
| 3 |
| ||
Non-Compete |
|
| 9 |
|
|
| 1 |
|
|
| (1 | ) |
|
| — |
|
|
| 1 |
|
|
| — |
|
|
| 1 |
|
|
| 9 |
|
|
| 1 |
|
|
| (1 | ) |
|
| — |
|
|
| 1 |
|
|
| (1 | ) |
|
| — |
|
License rights |
|
| 12 |
|
|
| 29 |
|
|
| (11 | ) |
|
| 18 |
|
|
| 28 |
|
|
| (8 | ) |
|
| 20 |
| ||||||||||||||||||||||||||||
|
|
|
|
|
|
| 433 |
|
|
| (96 | ) |
|
| 337 |
|
|
| 409 |
|
|
| (72 | ) |
|
| 337 |
|
|
|
|
|
|
| 36 |
|
|
| (17 | ) |
|
| 19 |
|
|
| 36 |
|
|
| (16 | ) |
|
| 20 |
|
Indefinite-lived intangible assets not subject to amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Water rights |
|
|
|
|
|
| 4 |
|
|
| — |
|
|
| 4 |
|
| 4 |
|
|
| — |
|
|
| 4 |
|
|
|
|
|
|
| 4 |
|
|
| — |
|
|
| 4 |
|
|
| 4 |
|
|
| — |
|
|
| 4 |
| |
Trade names |
|
|
|
|
|
| 245 |
|
|
| — |
|
|
| 245 |
|
|
| 225 |
|
|
| — |
|
|
| 225 |
| ||||||||||||||||||||||||||||
License rights |
|
|
|
|
|
| 6 |
|
|
| — |
|
|
| 6 |
|
|
| 6 |
|
|
| — |
|
|
| 6 |
|
|
|
|
|
|
| 6 |
|
|
| — |
|
|
| 6 |
|
|
| 6 |
|
|
| — |
|
|
| 6 |
|
Catalog rights |
|
|
|
|
|
| 41 |
|
|
| — |
|
|
| 41 |
|
|
| 36 |
|
|
| — |
|
|
| 36 |
| ||||||||||||||||||||||||||||
Total |
|
|
|
|
|
| 729 |
|
|
| (96 | ) |
|
| 633 |
|
|
| 680 |
|
|
| (72 | ) |
|
| 608 |
|
|
|
|
|
|
| 46 |
|
|
| (17 | ) |
|
| 29 |
|
|
| 46 |
|
|
| (16 | ) |
|
| 30 |
|
Amortization expense related to intangible assets for the year ended December 31, 20172020 was $19$1 million (2016 – $19 million; 2015 – $19 million)($1 million in 2019 and 2018, respectively).
Amortization expense for the next five years related to intangible assets is expected to be as follows:
|
| 2018 |
|
| 2019 |
|
| 2020 |
|
| 2021 |
|
| 2022 |
| |||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Amortization expense related to intangible assets |
|
| 22 |
|
|
| 21 |
|
|
| 21 |
|
|
| 21 |
|
|
| 21 |
|
|
| 2021 |
|
| 2022 |
|
| 2023 |
|
| 2024 |
|
| 2025 |
| |||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Amortization expense related to intangible assets |
|
| 1 |
|
|
| 1 |
|
|
| 1 |
|
|
| 1 |
|
|
| 1 |
|
The Company performed its annual impairment test on its indefinite-lived intangible assets at October 1, 2017, 20162020, 2019 and 2015,2018, using a quantitative approach, except for the license rights and water rights, where the Company used a qualitative approach, and determined that the estimated fair values of its indefinite-lived intangible assets exceeded their carrying amounts. NoNaN impairment charge was recorded for indefinite-lived intangible assets during 2017, 20162020, 2019 or 2015.2018.
9992
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
OTHER ASSETS
The following table presents the components of other assets:
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
| ||||
|
| 2017 |
|
| 2016 |
|
| 2020 |
|
| 2019 |
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Pension asset - defined benefit pension plans (Note 7) |
|
| 131 |
|
|
| 103 |
|
|
| 152 |
|
|
| 141 |
|
Investment tax credits receivable |
|
| 7 |
|
|
| 4 |
|
|
| 4 |
|
|
| 5 |
|
Unamortized debt issuance costs |
|
| 4 |
|
|
| 5 |
|
|
| 3 |
|
|
| 3 |
|
Deferred income tax assets (Note 10) |
|
| 2 |
|
|
| 2 |
| ||||||||
Derivative financial instruments (Note 23) |
|
| 5 |
|
|
| 8 |
|
|
| 17 |
|
|
| 4 |
|
Equity swap contracts (Note 23) |
|
| 2 |
|
|
| — |
| ||||||||
Investments and advances |
|
| 6 |
|
|
| 5 |
| ||||||||
Other |
|
| 8 |
|
|
| 7 |
|
|
| 5 |
|
|
| 5 |
|
|
|
| 157 |
|
|
| 129 |
|
|
| 189 |
|
|
| 163 |
|
10093
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
CLOSURE AND RESTRUCTURING COSTS AND LIABILITYIMPAIRMENT OF LONG-LIVED ASSETS
InAt December 31, 2020, the fourthCompany’s total provision for the withdrawal liabilities of its U.S. multiemployer plans was $42 million.
Cost reduction program
The Company is implementing a cost savings program. As part of this program, on August 7, 2020, the Company announced the permanent closure of the uncoated freesheet manufacturing at the Kingsport, Tennessee and Port Huron, Michigan mills, the remaining paper machine at the Ashdown, Arkansas mill and the converting center in Ridgefields, Tennessee. These actions will reduce the Company’s annual uncoated freesheet paper capacity by approximately 721,000 short tons, and will result in a workforce reduction of approximately 750 employees. The Kingsport and Ashdown paper machines, which have been idled since April 2020, did not recommence operations. The Ridgefields converting center ceased operations at the end of the third quarter of 2016, as2020, while the Port Huron mill is expected to shut down by the end of the first quarter of 2021.
The Company plans to enter the linerboard market with the conversion of the Kingsport paper machine. Domtar estimates the conversion cost to be between $300 and $350 million. As a result of a revisionthe decision to change the nature and use of the Kingsport, Tenessee mill, the carrying amount of the remaining assets of the Kingsport mill has been tested for impairment in the Company’s estimated withdrawal liability for U.S. multiemployer plans,third quarter and resulted in no additional impairment charge. The carrying amount of these assets was approximately $80 million at September 30, 2020. The Company is also completing the conversion of the Ashdown mill to 100% softwood and fluff pulp, which is requiring $15 to $20 million of capital investments and is expected to be completed within six to nine months. For the year ended December 31, 2020, the Company recorded a credit$136 million of $4accelerated depreciation under Impairment of long-lived assets on the Consolidated Statement of Earnings (Loss) and Comprehensive Income (Loss). Additionally, the Company recorded $33 million inof severance and termination costs, $31 million of inventory obsolescence, $12 million of environmental costs, $2 million of pension curtailment loss, $2 million of pension settlement loss and $18 million of licenses fees, write-offs and other costs, under Closure and restructuring costs on the Consolidated Statement of Earnings (Loss) and Comprehensive Income (Loss). At December 31, 2017, the total provision for the withdrawal liabilities was $49 million.
Plymouth, North CarolinaAshdown, Arkansas mill and Port Huron, Michigan mill
On September 23, 2016,27, 2019, the CompanyCompany’s Board of Directors approved the decision to permanently shut down 2 paper machines, which was announced a plan to optimize fluff pulp manufacturingon October 3, 2019. The closures took place at the Plymouth, North Carolina mill. The restructuring, which is expected to be completed in 2018, includes the permanent closure of a pulp dryer and idling of assets, in addition to a workforce reduction of approximately 100 positions. The streamlining process will also right-size the mill to an annualized production target of approximately 380,000 metric tons of fluff pulp. The Company recorded $5 million of severance and termination costs under Closure and restructuring costs during the third quarter of 2016.
Ashdown, Arkansas mill
On December 10, 2014, the Company announced a project to convert apulp and paper machine at its 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 Company also invested in a pulp bale line that will provide flexibility to manufacture papergrade softwood pulp, contingent on market conditions. The conversion work commenced during the second quarter of 2016 and the production of bale softwood pulp began in the third quarter of 2016. The fluff pulp line 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.Port Huron, Michigan paper mill.
The Company recorded $29 million forFor the year ended December 31, 2016,2019, the Company recorded $32 million of accelerated depreciation under Impairment of property, plantlong-lived assets and equipment$1 million of accelerated depreciation under Depreciation and amortization, on the Consolidated Statement of Earnings (Loss) and Comprehensive Income (Loss). During 2016,Additionally, the Company also recorded $26 million of costs related to the fluff pulp conversion outage and $1$3 million of severance and termination costs, $4 million of inventory obsolescence, and $2 million of other costs, under Closure and restructuring costs.
Concurrently, with the Ashdown paper machine closure and related workforce reduction, management negotiated a voluntary early retirement program to reduce costs and put the mill in a stronger cost position in the long-term. The Company additionally recorded $77 million for the year ended December 31, 2015, of accelerated depreciation under Impairment of goodwill and property, plant and equipment on the Consolidated Statement of Earnings (Loss) and Comprehensive Income (Loss). During 2015, the Company also recorded $3$13 million of severance and termination costs under Closure and restructuring costs.
Other costs
During 2017,2020 other costs related to previous and ongoing closures and restructuring included $2$1 million of severance and termination costs (2016 – $3 million; 2015 – $1 million)(2019 and pension settlement costs of nil (2016 – $1 million; 20152018 – nil).
10194
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 16. CLOSURE AND RESTRUCTURING COSTS AND LIABILITYIMPAIRMENT OF LONG-LIVED ASSETS (CONTINUED)
The following tables provide the components of closure and restructuring costs by segment:costs:
|
| Year ended |
|
| Year ended |
| ||||||||||||||||||
|
| December 31, 2017 |
|
| December 31, 2020 |
| ||||||||||||||||||
|
| Pulp and Paper |
|
| Personal Care |
|
| Total |
|
| Pulp and Paper |
|
| Corporate |
|
| Total |
| ||||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Severance and termination costs |
|
| — |
|
|
| 2 |
|
|
| 2 |
|
|
| 33 |
|
|
| 1 |
|
|
| 34 |
|
Inventory write-down (storeroom, spare parts and other) |
|
| 31 |
|
|
| — |
|
|
| 31 |
| ||||||||||||
Environmental costs |
|
| 12 |
|
|
| — |
|
|
| 12 |
| ||||||||||||
Pension curtailment and settlement charges |
|
| 4 |
|
|
| — |
|
|
| 4 |
| ||||||||||||
Licenses fees, write-offs and other costs |
|
| 16 |
|
|
| 2 |
|
|
| 18 |
| ||||||||||||
Closure and restructuring costs |
|
| — |
|
|
| 2 |
|
|
| 2 |
|
|
| 96 |
|
|
| 3 |
|
|
| 99 |
|
|
| Year ended |
|
| Year ended |
| ||||||||||||||
|
| December 31, 2016 |
|
| December 31, 2019 |
| ||||||||||||||
|
| Pulp and Paper |
|
| Personal Care |
|
| Total |
|
| Pulp and Paper |
|
| Total |
| |||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Severance and termination costs |
|
| 8 |
|
|
| 1 |
|
|
| 9 |
|
|
| 16 |
|
|
| 16 |
|
Pension settlement and withdrawal liability |
|
| (3 | ) |
|
| — |
|
|
| (3 | ) | ||||||||
Fluff pulp conversion outage |
|
| 26 |
|
|
| — |
|
|
| 26 |
| ||||||||
Inventory write-down |
|
| 4 |
|
|
| 4 |
| ||||||||||||
Other costs |
|
| 2 |
|
|
| 2 |
| ||||||||||||
Closure and restructuring costs |
|
| 31 |
|
|
| 1 |
|
|
| 32 |
|
|
| 22 |
|
|
| 22 |
|
|
| Year Ended |
| |||||||||
|
| December 31, 2015 |
| |||||||||
|
| Pulp and Paper |
|
| Personal Care |
|
| Total |
| |||
|
| $ |
|
| $ |
|
| $ |
| |||
Severance and termination costs |
|
| 3 |
|
|
| 1 |
|
|
| 4 |
|
Closure and restructuring costs |
|
| 3 |
|
|
| 1 |
|
|
| 4 |
|
The following table provides the activity in the closure and restructuring liability:
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
| ||||
|
| 2017 |
|
| 2016 |
|
| 2020 |
|
| 2019 |
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Balance at beginning of year |
|
| 7 |
|
|
| 3 |
|
|
| 12 |
|
|
| 2 |
|
Additions |
|
| 2 |
|
|
| 9 |
|
|
| 48 |
|
|
| 12 |
|
Payments |
|
| (2 | ) |
|
| (5 | ) |
|
| (32 | ) |
|
| (1 | ) |
Balance at end of year |
|
| 7 |
|
|
| 7 |
| ||||||||
Reversal |
|
| — |
|
|
| (1 | ) | ||||||||
Balance at end of year (1) |
|
| 28 |
|
|
| 12 |
|
(1) | At December 31, 2020 $22 million is shown in Trade and other payables (see Note 17) and $6 million is shown in Other liabilities and deferred credits (see Note 20). |
The $7$28 million provision is comprised of severance and termination costs, of which $9 million and $6 million and $1 million inrelate to the Pulp and Paper segmentbusiness and Personal Care segment, respectively.Corporate, respectively and licenses fees and other costs of $13 million relate to Corporate.
Closure and restructuring costs are based on management’s best estimates at December 31, 2017.2020. Actual costs may differ from these estimates due to subsequent developments such as the results of environmental studies, the ability to find a buyer for assets set to be dismantled and demolished and other business developments. As such, additional costs and further impairment charges may be required in future periods.
10295
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
TRADE AND OTHER PAYABLES
The following table presents the components of trade and other payables:
|
| December��31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
| ||||
|
| 2017 |
|
| 2016 |
|
| 2020 |
|
| 2019 |
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Trade payables |
|
| 382 |
|
|
| 332 |
|
|
| 260 |
|
|
| 310 |
|
Payroll-related accruals |
|
| 164 |
|
|
| 160 |
|
|
| 104 |
|
|
| 99 |
|
Accrued interest |
|
| 16 |
|
|
| 16 |
|
|
| 16 |
|
|
| 16 |
|
Payables on capital projects |
|
| 11 |
|
|
| 13 |
|
|
| 13 |
|
|
| 27 |
|
Rebate accruals |
|
| 72 |
|
|
| 62 |
|
|
| 44 |
|
|
| 58 |
|
Liability - pension and other post-retirement benefit plans (Note 7) |
|
| 5 |
|
|
| 4 |
|
|
| 5 |
|
|
| 5 |
|
Liability - multiemployer plan withdrawal |
|
| 2 |
|
|
| 2 |
|
|
| 2 |
|
|
| 2 |
|
Provision for environment and other asset retirement obligations (Note 22) |
|
| 13 |
|
|
| 15 |
|
|
| 10 |
|
|
| 8 |
|
Closure and restructuring costs liability (Note 16) |
|
| 7 |
|
|
| 7 |
|
|
| 22 |
|
|
| 12 |
|
Derivative financial instruments (Note 23) |
|
| 7 |
|
|
| 11 |
|
|
| 3 |
|
|
| 11 |
|
Dividends payable (Note 21) |
|
| 26 |
|
|
| 26 |
|
|
| — |
|
|
| 26 |
|
Stock-based compensation - liability awards |
|
| 6 |
|
|
| 2 |
| ||||||||
Other |
|
| 5 |
|
|
| 6 |
| ||||||||
Stock-based compensation - liability awards (Note 23) |
|
| 5 |
|
|
| 6 |
| ||||||||
|
|
| 716 |
|
|
| 656 |
|
|
| 484 |
|
|
| 580 |
|
10396
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT
The following table presents the changes in Accumulated other comprehensive loss by component(1) for the periodperiods ended December 31, 20172020 and 2016.2019.
|
| Net derivative |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net derivative |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
| (losses) gains on |
|
|
|
|
|
| Post-retirement |
|
| Foreign currency |
|
|
|
|
|
| gains (losses) on |
|
|
|
|
|
| Post-retirement |
|
| Foreign currency |
|
|
|
|
| ||||||
|
| cash flow hedges |
|
| Pension items(2) |
|
| benefit items(2) |
|
| items |
|
| Total |
|
| cash flow hedges |
|
| Pension items(2) |
|
| benefit items(2) |
|
| items |
|
| Total |
| ||||||||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||||||
Balance at December 31, 2015 |
|
| (30 | ) |
|
| (190 | ) |
|
| (10 | ) |
|
| (271 | ) |
|
| (501 | ) | ||||||||||||||||||||
Balance at December 31, 2018 |
|
| (24 | ) |
|
| (231 | ) |
|
| 11 |
|
|
| (223 | ) |
|
| (467 | ) | ||||||||||||||||||||
Natural gas swap contracts |
|
| 4 |
|
| N/A |
|
| N/A |
|
| N/A |
|
|
| 4 |
|
|
| (10 | ) |
| N/A |
|
| N/A |
|
| N/A |
|
|
| (10 | ) | ||||||
Net investment hedge |
|
| (1 | ) |
| N/A |
|
| N/A |
|
| N/A |
|
|
| (1 | ) | |||||||||||||||||||||||
Currency options |
|
| 8 |
|
| N/A |
|
| N/A |
|
| N/A |
|
|
| 8 |
|
|
| 5 |
|
| N/A |
|
| N/A |
|
| N/A |
|
|
| 5 |
| ||||||
Foreign exchange forward contracts |
|
| 16 |
|
| N/A |
|
| N/A |
|
| N/A |
|
|
| 16 |
|
|
| 16 |
|
| N/A |
|
| N/A |
|
| N/A |
|
|
| 16 |
| ||||||
Net gain |
| N/A |
|
|
| (38 | ) |
|
| (1 | ) |
| N/A |
|
|
| (39 | ) |
| N/A |
|
|
| 1 |
|
|
| 1 |
|
| N/A |
|
|
| 2 |
| ||||
Foreign currency items |
| N/A |
|
| N/A |
|
| N/A |
|
|
| (7 | ) |
|
| (7 | ) |
| N/A |
|
| N/A |
|
| N/A |
|
|
| 21 |
|
|
| 21 |
| ||||||
Other comprehensive income before reclassifications |
|
| 11 |
|
|
| 1 |
|
|
| 1 |
|
|
| 21 |
|
|
| 34 |
| ||||||||||||||||||||
Amounts reclassified from Accumulated other comprehensive loss |
|
| 8 |
|
|
| 33 |
|
|
| (1 | ) |
|
| — |
|
|
| 40 |
| ||||||||||||||||||||
Net current period other comprehensive income |
|
| 19 |
|
|
| 34 |
|
|
| — |
|
|
| 21 |
|
|
| 74 |
| ||||||||||||||||||||
Balance at December 31, 2019 |
|
| (5 | ) |
|
| (197 | ) |
|
| 11 |
|
|
| (202 | ) |
|
| (393 | ) | ||||||||||||||||||||
Natural gas swap contracts |
|
| 1 |
|
| N/A |
|
| N/A |
|
| N/A |
|
|
| 1 |
| |||||||||||||||||||||||
Currency options |
|
| 3 |
|
| N/A |
|
| N/A |
|
| N/A |
|
|
| 3 |
| |||||||||||||||||||||||
Foreign exchange forward contracts |
|
| 23 |
|
| N/A |
|
| N/A |
|
| N/A |
|
|
| 23 |
| |||||||||||||||||||||||
Net loss |
| N/A |
|
|
| (21 | ) |
|
| (1 | ) |
| N/A |
|
|
| (22 | ) | ||||||||||||||||||||||
Foreign currency items |
| N/A |
|
| N/A |
|
| N/A |
|
|
| 63 |
|
|
| 63 |
| |||||||||||||||||||||||
Other comprehensive income (loss) before reclassifications |
|
| 27 |
|
|
| (38 | ) |
|
| (1 | ) |
|
| (7 | ) |
|
| (19 | ) |
|
| 27 |
|
|
| (21 | ) |
|
| (1 | ) |
|
| 63 |
|
|
| 68 |
|
Amounts reclassified from Accumulated other comprehensive loss |
|
| 14 |
|
|
| 7 |
|
|
| — |
|
|
| — |
|
|
| 21 |
|
|
| 12 |
|
|
| 11 |
|
|
| (2 | ) |
|
| — |
|
|
| 21 |
|
Net current period other comprehensive income (loss) |
|
| 41 |
|
|
| (31 | ) |
|
| (1 | ) |
|
| (7 | ) |
|
| 2 |
|
|
| 39 |
|
|
| (10 | ) |
|
| (3 | ) |
|
| 63 |
|
|
| 89 |
|
Balance at December 31, 2016 |
|
| 11 |
|
|
| (221 | ) |
|
| (11 | ) |
|
| (278 | ) |
|
| (499 | ) | ||||||||||||||||||||
Natural gas swap contracts |
|
| (5 | ) |
| N/A |
|
| N/A |
|
| N/A |
|
|
| (5 | ) | |||||||||||||||||||||||
Currency options |
|
| 11 |
|
| N/A |
|
| N/A |
|
| N/A |
|
|
| 11 |
| |||||||||||||||||||||||
Net (gain) loss |
| N/A |
|
|
| (6 | ) |
|
| 17 |
|
| N/A |
|
|
| 11 |
| ||||||||||||||||||||||
Foreign currency items |
| N/A |
|
| N/A |
|
| N/A |
|
|
| 146 |
|
|
| 146 |
| |||||||||||||||||||||||
Other comprehensive income (loss) before reclassifications |
|
| 6 |
|
|
| (6 | ) |
|
| 17 |
|
|
| 146 |
|
|
| 163 |
| ||||||||||||||||||||
Amounts reclassified from Accumulated other comprehensive loss |
|
| (9 | ) |
|
| 9 |
|
|
| — |
|
|
| — |
|
|
| — |
| ||||||||||||||||||||
Net current period other comprehensive (loss) income |
|
| (3 | ) |
|
| 3 |
|
|
| 17 |
|
|
| 146 |
|
|
| 163 |
| ||||||||||||||||||||
Balance at December 31, 2017 |
|
| 8 |
|
|
| (218 | ) |
|
| 6 |
|
|
| (132 | ) |
|
| (336 | ) | ||||||||||||||||||||
Balance at December 31, 2020 |
|
| 34 |
|
|
| (207 | ) |
|
| 8 |
|
|
| (139 | ) |
|
| (304 | ) |
(1) | All amounts are after tax. Amounts in |
(2) | The |
10497
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 18. CHANGES IN ACCUMULATED OTHER ACCUMULATED 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(1) |
|
|
| Amount reclassified from Accumulated other comprehensive loss |
| ||||||||||||||||||
|
| Year ended |
|
| Year ended |
|
| Year ended |
|
|
| Year ended |
|
| Year ended |
|
| Year ended |
| ||||||
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
|
| December 31, |
|
| December 31, |
|
| December 31, |
| ||||||
|
| 2017 |
|
| 2016 |
|
| 2015 |
|
|
| 2020 |
|
| 2019 |
|
| 2018 |
| ||||||
|
| $ |
|
| $ |
|
| $ |
|
|
| $ |
|
| $ |
|
| $ |
| ||||||
Net derivative (losses) gains on cash flow hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Natural gas swap contracts |
|
| — |
|
|
| 12 |
|
|
| 16 |
| (2) |
|
| (10 | ) |
|
| (4 | ) |
|
| 2 |
|
Currency options and forwards |
|
| (14 | ) |
|
| 12 |
|
|
| 28 |
| (2) |
|
| (6 | ) |
|
| (7 | ) |
|
| 1 |
|
Total before tax |
|
| (14 | ) |
|
| 24 |
|
|
| 44 |
|
|
|
| (16 | ) |
|
| (11 | ) |
|
| 3 |
|
Tax benefit (expense) |
|
| 5 |
|
|
| (10 | ) |
|
| (18 | ) |
|
|
| 4 |
|
|
| 3 |
|
|
| (1 | ) |
Net of tax |
|
| (9 | ) |
|
| 14 |
|
|
| 26 |
|
|
|
| (12 | ) |
|
| (8 | ) |
|
| 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Amortization of defined benefit pension items |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of prior year service cost |
|
| 5 |
|
|
| 5 |
|
|
| 3 |
| (3) | ||||||||||||
Amortization of net actuarial loss |
|
| 9 |
|
|
| 6 |
|
|
| 7 |
| (3) |
|
| (12 | ) |
|
| (40 | ) |
|
| (8 | ) |
Amortization of prior year service cost (2) |
|
| (2 | ) |
|
| (5 | ) |
|
| (5 | ) | |||||||||||||
Total before tax |
|
| (14 | ) |
|
| (45 | ) |
|
| (13 | ) | |||||||||||||
Tax benefit |
|
| 3 |
|
|
| 12 |
|
|
| 3 |
| |||||||||||||
Net of tax |
|
| (11 | ) |
|
| (33 | ) |
|
| (10 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Amortization of other post-retirement benefit items |
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Amortization of net actuarial gain (2) |
|
| 1 |
|
|
| 1 |
|
|
| 1 |
| |||||||||||||
Amortization of prior year service credit (2) |
|
| 1 |
|
|
| 1 |
|
|
| — |
| |||||||||||||
Total before tax |
|
| 14 |
|
|
| 11 |
|
|
| 10 |
|
|
|
| 2 |
|
|
| 2 |
|
|
| 1 |
|
Tax expense |
|
| (5 | ) |
|
| (4 | ) |
|
| (3 | ) |
|
|
| — |
|
|
| (1 | ) |
|
| — |
|
Net of tax |
|
| 9 |
|
|
| 7 |
|
|
| 7 |
|
|
|
| 2 |
|
|
| 1 |
|
|
| 1 |
|
|
|
| These amounts are included in Cost of sales in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss). |
| These amounts are included in the computation of net periodic benefit cost (see Note 7 "Pension Plans and Other Post-Retirement Benefit Plans" for more details). |
(3) | Includes a non-cash pension settlement charge of $2 million in 2020 (2019 – $30 million; 2018 – nil). |
10598
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
LONG-TERM DEBT
|
|
|
| Par |
|
|
|
| December 31, |
|
| December 31, |
|
|
|
| Par |
|
|
|
| December 31, |
|
| December 31, |
| ||||||
|
| Maturity |
| Amount |
|
| Currency |
| 2017 |
|
| 2016 |
|
| Maturity |
| Amount |
|
| Currency |
| 2020 |
|
| 2019 |
| ||||||
|
|
|
| $ |
|
|
|
| $ |
|
| $ |
|
|
|
| $ |
|
|
|
| $ |
|
| $ |
| ||||||
Unsecured notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.75% Notes |
| 2017 |
|
| 63 |
|
| US |
|
| — |
|
|
| 63 |
| ||||||||||||||||
4.4% Notes |
| 2022 |
|
| 300 |
|
| US |
|
| 300 |
|
|
| 300 |
|
| 2022 |
|
| 300 |
|
| US |
|
| 300 |
|
|
| 300 |
|
6.25% Notes |
| 2042 |
|
| 250 |
|
| US |
|
| 249 |
|
|
| 249 |
|
| 2042 |
|
| 250 |
|
| US |
|
| 249 |
|
|
| 249 |
|
6.75% Notes |
| 2044 |
|
| 250 |
|
| US |
|
| 249 |
|
|
| 249 |
|
| 2044 |
|
| 250 |
|
| US |
|
| 250 |
|
|
| 250 |
|
Term Loan |
| 2025 |
|
| — |
|
| US |
|
| 294 |
|
|
| — |
| ||||||||||||||||
Revolving Credit Facility |
| 2021 |
|
| — |
|
| US |
|
| — |
|
|
| 50 |
|
| 2023 |
|
| — |
|
| US |
|
| — |
|
|
| 80 |
|
Term Loan |
| 2025 |
|
| 300 |
|
| US |
|
| 300 |
|
|
| 300 |
| ||||||||||||||||
Securitization |
| 2019 |
|
| 25 |
|
| US |
|
| 25 |
|
|
| 70 |
|
| 2021 |
|
| — |
|
| US |
|
| — |
|
|
| 55 |
|
Capital lease obligations and other |
| 2017 - 2032 |
|
|
|
|
|
|
|
| 14 |
|
|
| 8 |
| ||||||||||||||||
Finance lease obligations and other |
| 2021 - 2032 |
|
|
|
|
|
|
|
| 10 |
|
|
| 9 |
| ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
| 1,137 |
|
|
| 1,289 |
|
|
|
|
|
|
|
|
|
|
| 1,103 |
|
|
| 943 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Unamortized debt issuance costs |
|
|
|
|
|
|
|
|
|
| 7 |
|
|
| 8 |
|
|
|
|
|
|
|
|
|
|
| 6 |
|
|
| 5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Due within one year |
|
|
|
|
|
|
|
|
|
| 1 |
|
|
| 63 |
|
|
|
|
|
|
|
|
|
|
| 13 |
|
|
| 1 |
|
|
|
|
|
|
|
|
|
|
|
| 1,129 |
|
|
| 1,218 |
|
|
|
|
|
|
|
|
|
|
| 1,084 |
|
|
| 937 |
|
Principal long-term debt repayments, including capitalfinance lease obligations, in each of the next five years will amount to:
|
| Long-term debt |
|
| Capital leases and other |
|
| Long-term debt |
|
| Finance leases and other |
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
2018 |
|
| — |
|
|
| 2 |
| ||||||||
2019 |
|
| 25 |
|
|
| 2 |
| ||||||||
2020 |
|
| — |
|
|
| 2 |
| ||||||||
2021 |
|
| — |
|
|
| 2 |
|
|
| 12 |
|
|
| 1 |
|
2022 |
|
| 300 |
|
|
| 2 |
|
|
| 312 |
|
|
| 2 |
|
2023 |
|
| 12 |
|
|
| 2 |
| ||||||||
2024 |
|
| 12 |
|
|
| 2 |
| ||||||||
2025 |
|
| 246 |
|
|
| 1 |
| ||||||||
Thereafter |
|
| 800 |
|
|
| 9 |
|
|
| 500 |
|
|
| 5 |
|
|
|
| 1,125 |
|
|
| 19 |
|
|
| 1,094 |
|
|
| 13 |
|
Less: Amounts representing interest |
|
| — |
|
|
| 5 |
|
|
| — |
|
|
| 3 |
|
Total payments |
|
| 1,125 |
|
|
| 14 |
|
|
| 1,094 |
|
|
| 10 |
|
UNSECURED NOTES
The Company’s 10.75% Notes, in the aggregate principal amount of $63 million, matured on June 1, 2017.
The Company’s 9.5% Notes, in the aggregate principal amount of $39 million, matured on August 1, 2016.
The Company redeemed on August 20, 2015 (the redemption date), $55 million in aggregate principal amount of its 9.5% Notes due 2016, representing approximately 59% of the outstanding notes, and $215 million in aggregate principal amount of its 10.75% Notes due 2017, representing approximately 77% of the outstanding notes. The redemption price for the notes was equal to 100% of the principal amount of such notes, plus accrued and unpaid interest, plus a make-whole premium of $42 million that was incurred in the third quarter of 2015.
10699
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 19. LONG-TERM DEBT (CONTINUED)
In August 2016, the Company amended and restated its unsecured revolving credit facility (the “Credit Agreement”) with certain domestic and foreign banks, increasing the amount available from $600 million to $700 million. The amendment also extended the Credit Agreement’s maturity date from October 3, 2019 to August 18, 2021. The amendment also allows certain foreign subsidiaries to be borrowers under the facility. The maturity date of the facility may be extended by one year and the lender commitments may be increased by up to $400 million, subject to lender approval and customary requirements.
Borrowings by the Company under the Credit Agreement are guaranteed by its significant domestic subsidiaries. Borrowings by foreign borrowers under the Credit Agreement are guaranteed by the Company, the Company’s significant domestic subsidiaries and certain of the Company’s significant foreign subsidiaries.
Borrowings under the Credit Agreement bear interest at LIBOR, EURIBOR, Canadian bankers' acceptance or prime rate, as applicable, plus a margin linked to the Company’s credit rating. In addition, the Company pays facility fees quarterly at rates dependent on the Company's credit ratings.
The Credit Agreement contains customary covenants and events of default for transactions of this type, 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 (or 4.00 to 1 upon the occurrence of certain qualifying material acquisitions). At December 31, 2017, the Company was in compliance with these financial covenants, and there were no borrowings (December 31, 2016 – $50 million was borrowed).
TERM LOAN
InOn May 5, 2020, the third quarter of 2015,Company entered into a wholly owned subsidiary of Domtar borrowed $300 million under an unsecured 10 year Term Loan Agreement with certain domestic banks.
(the “Term Loan Agreement”) that matures on May 5, 2025. The Company and certain significant domestic subsidiaries of the Company unconditionally guarantee any obligations from time to time arisingused borrowings under the Term Loan Agreement.
Agreement to repay other debt and to pay related fees and expenses. Borrowings under the Term Loan Agreement bear interest at LIBOR plus a margin of 1.875%.
2.5% and require principal repayments of $3 million each quarter. All borrowings under the Term Loan are unsecured. Certain domestic subsidiaries of the Company guarantee the obligations arising under the Term Loan Agreement. 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 December 31, 2017,2020, the Company was in compliance with these financial covenants.covenants and had $294 million of borrowings outstanding under the Term Loan Agreement (December 31, 2019 – nil).
REVOLVING CREDIT FACILITY
The Company has an unsecured $700 million revolving credit facility (the “Credit Agreement”) with certain domestic and foreign banks that matures on August 22, 2023. The maturity date of the facility may be extended by one year and the lender commitments may be increased by up to $400 million, subject to lender approval and customary requirements. Borrowings by the Company under the Credit Agreement are guaranteed by its significant domestic subsidiaries. Borrowings by certain foreign subsidiaries under the Credit Agreement are guaranteed by the Company, the Company’s significant domestic subsidiaries and certain of the Company’s significant foreign subsidiaries.
Borrowings under the Credit Agreement bear interest at LIBOR, EURIBOR, Canadian bankers' acceptance or prime rate, as applicable, plus a margin linked to the Company’s credit rating. In addition, the Company pays facility fees quarterly at rates dependent on the Company's credit ratings. The Financial Conduct Authority in the United Kingdom plans to phase out LIBOR by the end of 2021. The Company does not anticipate a significant impact to its financial position from the planned phase out of LIBOR.
The Credit Agreement contains customary covenants and events of default for transactions of this type, 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 (or 4.00 to 1 upon the occurrence of certain qualifying material acquisitions). At December 31, 2020, the Company was in compliance with these financial covenants, and had 0 borrowings and $54 million of letters of credit outstanding under this facility (December 31, 2019 – $80 million and nil).
RECEIVABLES SECURITIZATION
The Company has a $150 million receivables securitization facility that matures in March 2019.November 2021. This facility provides additional liquidity to the Company to fund its operations or issue letters of credit. The costs under the program vary based on changes in interest rates and amounts utilized.
Sales of receivables under this program are accounted for as secured borrowings. The program consists of the ongoing sale of most of the receivables of its domestic subsidiaries to a bankruptcy remote consolidated subsidiary which, in turn, transfers a senior beneficial interest in them to a special purpose entity managed by a financial institution for multiple sellers of receivables to support borrowings or the issue of letters of credit by the Company.
The program contains certain termination events, which include, but are not limited to, matters related to receivable performance, certain defaults occurring under the 2016 Credit Agreement, or the failure by Domtar to satisfy material obligations.
At December 31, 2017, $25 million was borrowed2020, there were 0 borrowings and $50 million of0 letters of credit were outstanding under this facility (2016(2019 – $70$55 million and $48$53 million, respectively). At December 31, 2020, the Company had $111 million unused and available under this facility.
In 2017,2020, a net charge of $2$1 million (2016(2019 – $2 million; 20152018 – $1 million) resulted from the program described above and was included in Interest expense, net in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss).
107
100
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
OTHER LIABILITIES AND DEFERRED CREDITS
The following table presents the components of other liabilities and deferred credits:
. |
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
| ||||
|
| 2017 |
|
| 2016 |
|
| 2020 |
|
| 2019 |
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Liability - other post-retirement benefit plans (Note 7) |
|
| 71 |
|
|
| 86 |
|
|
| 62 |
|
|
| 58 |
|
Pension liability - defined benefit pension plans (Note 7) |
|
| 130 |
|
|
| 141 |
|
|
| 124 |
|
|
| 101 |
|
Pension liability - multiemployer plan withdrawal |
|
| 47 |
|
|
| 48 |
|
|
| 40 |
|
|
| 42 |
|
Long-term income taxes payable |
|
| 42 |
|
|
| — |
|
|
| 9 |
|
|
| 9 |
|
Closure and restructuring costs liability (Note 16) |
|
| 6 |
|
|
| — |
| ||||||||
Provision for environmental and asset retirement obligations (Note 22) |
|
| 31 |
|
|
| 35 |
|
|
| 37 |
|
|
| 27 |
|
Stock-based compensation - liability awards |
|
| 20 |
|
|
| 17 |
| ||||||||
Stock-based compensation - liability awards (Note 23) |
|
| 11 |
|
|
| 16 |
| ||||||||
Derivative financial instruments (Note 23) |
|
| 5 |
|
|
| 10 |
|
|
| 3 |
|
|
| 8 |
|
Worker's compensation and other related accruals |
|
| 14 |
|
|
| 5 |
| ||||||||
Other |
|
| 22 |
|
|
| 21 |
|
|
| 8 |
|
|
| 3 |
|
|
|
| 368 |
|
|
| 358 |
|
|
| 314 |
|
|
| 269 |
|
ASSET RETIREMENT OBLIGATIONS
The asset retirement obligations are principally linked to landfill capping obligations and demolition of certain abandoned buildings. At December 31, 2017,2020, Domtar estimated the net present value of its asset retirement obligations to be $15$14 million (2016(2019 – $14$13 million); the present value is based on probability weighted undiscounted cash outflows of $58$59 million (2016(2019 – $58 million). The majority of the asset retirement obligations are estimated to be settled prior to December 31, 2057.2060. Domtar’s credit adjusted risk-free rates were used to calculate the net present value of the asset retirement obligations. The rates used vary between 5.5%4.7% and 12.0%, based on the prevailing rate at the moment of recognition of the liability and on its settlement period.
The following table reconciles Domtar’s asset retirement obligations:
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
| ||||
|
| 2017 |
|
| 2016 |
|
| 2020 |
|
| 2019 |
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Asset retirement obligations, beginning of year |
|
| 14 |
|
|
| 14 |
|
|
| 13 |
|
|
| 12 |
|
Asset retirement obligation payments |
|
| — |
|
|
| (1 | ) | ||||||||
Accretion expense |
|
| 1 |
|
|
| 1 |
|
|
| 1 |
|
|
| 1 |
|
Asset retirement obligations, end of year |
|
| 15 |
|
|
| 14 |
|
|
| 14 |
|
|
| 13 |
|
108101
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
SHAREHOLDERS’ EQUITY
DIVIDENDS
During 2017,2020, the Company declared fourone quarterly dividend of $0.455 per share, to holders of the Company’s common stock. Total dividends of approximately $25 million were paid on April 15, 2020 to shareholders of record as of April 2, 2020.
During 2019, the Company declared one quarterly dividend of $0.435 and three quarterly dividends of $0.415$0.455 per share, to holders of the Company’s common stock. Dividends of $26aggregating $28 million, were paid on April 17, 2017, July 17, 2017, October 16, 2017 and January 15, 2018, respectively, to shareholders of record as of April 3, 2017, July 3, 2017, October 2, 2017 and January 2, 2018, respectively.
During 2016, the Company declared one quarterly dividend of $0.40 per share and three quarterly dividends of $0.415 per share, to holders of the Company’s common stock. The total dividends of approximately $25$28 million, $26 million, $26$27 million and $26 million were paid on April 15, 2016,2019, July 16, 2019, October 15, 2016, October 17, 20162019 and January 17, 2017,15, 2020, respectively, to shareholders of record as of April 4, 2016,2, 2019, July 5, 2016,2, 2019, October 3, 20162, 2019 and January 3, 2017,2, 2020, respectively.
On January 29, 2018, the Company’s Board of Directors approved a quarterly dividend of $0.435 per share, an increase of $0.02 or 4.8%, to be paid to holders of the Company’s common stock. This dividend is to be paid on April 16, 2018 to shareholders of record on April 2, 2018.
STOCK REPURCHASE PROGRAM
The Company’s Board of Directors has authorized a stock repurchase program (“the Program”) of up to $1.3$1.6 billion. UnderAt December 31, 2020, the Program,Company had approximately $344 million of remaining availability 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 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 2017, there were no shares repurchased under the Program.
During 2016,2020, the Company repurchased 304,915 shares (2015 – 1,210,932) at an average price of $32.21 (2015 – $41.40) for a total cost of $10 million (2015 – $50 million).
Since the inception of the Program, the Company repurchased 24,853,8271,798,306 shares at an average price of $39.33$33.05 for a total cost of $977$59 million. All
During 2019, the Company repurchased 6,220,658 shares repurchased are recorded as Treasuryat an average price of $35.29 for a total cost of $219 million.
CAPITAL RETURN PROGRAM
On May 5, 2020, due to the unprecedented market conditions and uncertainty caused by COVID-19, the Company suspended the payment of its regular quarterly dividend and stock onrepurchase program in order to preserve cash and provide additional flexibility in the Consolidated Balance Sheets undercurrent environment.
On February 11, 2021, the par value method at $0.01 per share.Company announced that it will resume its stock repurchase program. The Board of Directors will continue to evaluate the Company’s capital return program based upon customary considerations, including market conditions.
109
102
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 21. SHAREHOLDERS’ EQUITY (CONTINUED)
The authorized stated capital consists of the following:
PREFERRED SHARES
The Company is authorized to issue 20 million preferred shares, par value $0.01 per share. The Board of Directors of the Company will determine the voting powers (if any) of the shares, and the preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares at the time of issuance. NoNaN preferred shares were outstanding at December 31, 20172020 or December 31, 2016.2019.
COMMON STOCK
The Company is authorized to issue two2 billion shares of common stock, par value $0.01 per share. Holders of the Company’s common stock are entitled to one vote per share.
The changes in the number of outstanding common stock and their aggregate stated value during the years ended December 31, 20172020 and December 31, 2016,2019, were as follows:
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
| ||||||||||||||||||||
|
| 2017 |
|
| 2016 |
|
| 2020 |
|
| 2019 |
| ||||||||||||||||||||
|
| Number |
|
|
|
|
|
| Number |
|
|
|
|
|
| Number |
|
|
|
|
|
| Number |
|
|
|
|
| ||||
Common stock |
| of shares |
|
| $ |
|
| of shares |
|
| $ |
|
| of shares |
|
| $ |
|
| of shares |
|
| $ |
| ||||||||
Balance at beginning of year |
|
| 62,588,837 |
|
|
| 1 |
|
|
| 62,849,936 |
|
|
| 1 |
|
|
| 56,880,910 |
|
|
| 1 |
|
|
| 62,914,569 |
|
|
| 1 |
|
Shares issued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury stock (1) |
|
| 106,848 |
|
|
| — |
|
|
| (261,099 | ) |
|
| — |
|
|
| (1,686,372 | ) |
|
| 0 |
|
|
| (6,033,659 | ) |
|
| 0 |
|
Balance at end of year |
|
| 62,695,685 |
|
|
| 1 |
|
|
| 62,588,837 |
|
|
| 1 |
|
|
| 55,194,538 |
|
|
| 1 |
|
|
| 56,880,910 |
|
|
| 1 |
|
| (1) | During |
110103
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 22.
COMMITMENTS AND CONTINGENCIES
ENVIRONMENTAL MATTERS
The Company is subject to environmental laws and regulations enacted by federal, provincial, state and local authorities. The Company may also incur substantial costs in relation to enforcement actions (including orders requiring corrective measures, installation of pollution control equipment or other remedial actions) as a result of violations of, or liabilities under, environmental laws and regulations applicable to its past and present properties. The Company’s ongoing efforts to identify potential environmental concerns that may be associated with such properties may result in additional environmental costs and liabilities which cannot be reasonably estimated at this time.
In 2017,2020, the Company’s operating expenses for environmental matters amounted to $67$62 million (2016(2019 – $65$71 million; 20152018 – $70$68 million).
The Company made capital expenditures for environmental matters of $2$4 million in 2017 (20162020 (2019 – $4$19 million; 20152018 – $7$8 million).
A former owner of the Company’s Dryden, Ontario manufacturing site (the "Dryden Property") operated a chlor-alkali plant during the 1960s and 1970s, during which time mercury and other pollutants were used and discharged into the natural environment. In conjunction with the sale and redevelopment of the Dryden Property, the Province of Ontario (the “Province”) provided a broad indemnity (the "Indemnity") in 1985 to the then purchaser of the Dryden Property and its successors and assigns with respect to the discharge of any pollutant, including mercury, by the historical operators of the Dryden Property. This Indemnity subsequently was assigned to the Company in connection with alleged contaminationits 2007 purchase of a site bordering Burrard Inlet in North Vancouver, on February 16, 2010, the governmentDryden Property.
As the current owner of British Columbiathe Dryden Property, the Company is actively engaged with the Province with respect to the management of the historical contamination.
The Province issued a Remediation OrderDirector's order under environmental laws to Seaspan International Ltd.certain prior owners of the Dryden Property in connection with a nearby waste disposal site that has never been owned by the Company. The Director's order required certain work to be conducted by those prior owners. The prior owners asserted that the Indemnity covered the work required by the Director’s order. Following extensive litigation, the Supreme Court of Canada found, among other things, that the Indemnity covered third-party claims, but not first-party claims, such as the Director's order.
In the future, the Province may challenge whether the Company has the benefit of the Indemnity. In addition to the Indemnity, the Company has other recourses relating to the historical contamination.
The situation involving the historical contamination is continuing to develop, and the Company cannot predict its outcome. While the Company currently does not believe that it will be required to incur costs that would have a material impact on its results of operations or financial condition, there is no certainty that this is in order to define and implement an action plan to address soil, sediment and groundwater issues. Construction began in January 2017 and is expected to be completed in 2019. The Company previously recorded an environmental reserve to address its estimated exposure. The possible cost in excess offact the reserve is not considered to be material for this matter.case.
104
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 22. COMMITMENTS AND CONTINGENCIES (CONTINUED)
The following table reflects changes in the reserve for environmental remediation and asset retirement obligations:
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
| ||||
|
| 2017 |
|
| 2016 |
|
| 2020 |
|
| 2019 |
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Balance at beginning of year |
|
| 50 |
|
|
| 52 |
|
|
| 35 |
|
|
| 37 |
|
Additions |
|
| 4 |
|
|
| 2 |
| ||||||||
Additions and other changes |
|
| 15 |
|
|
| 4 |
| ||||||||
Environmental spending |
|
| (12 | ) |
|
| (5 | ) |
|
| (3 | ) |
|
| (7 | ) |
Effect of foreign currency exchange rate change |
|
| 2 |
|
|
| 1 |
|
|
| — |
|
|
| 1 |
|
Balance at end of year (1) |
|
| 44 |
|
|
| 50 |
|
|
| 47 |
|
|
| 35 |
|
| (1) | At December 31, |
At December 31, 2017,2020, anticipated undiscounted payments in each of the next five years are as follows:
|
| 2018 |
|
| 2019 |
|
| 2020 |
|
| 2021 |
|
| 2022 |
|
| Thereafter |
|
| Total |
| |||||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||
Environmental provision and asset retirement obligations |
|
| 14 |
|
|
| 3 |
|
|
| 2 |
|
|
| 2 |
|
|
| 1 |
|
|
| 65 |
|
|
| 87 |
|
|
| 2021 |
|
| 2022 |
|
| 2023 |
|
| 2024 |
|
| 2025 |
|
| Thereafter |
|
| Total |
| |||||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||
Environmental provision and asset retirement obligations |
|
| 10 |
|
|
| 2 |
|
|
| 2 |
|
|
| 6 |
|
|
| 2 |
|
|
| 70 |
|
|
| 92 |
|
The U.S. Environmental Protection Agency (the “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,”“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.
111
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 22. COMMITMENTS AND CONTINGENCIES (CONTINUED)
Various national and local laws and regulations relating to climate change 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.
The United States EPA Clean Power Plan regulation is being litigated and has been stayed. The EPA is also proposing to repeal the Clean Power Plan in accordance with President Trump’s Executive Order issued on March 28, 2017, and the EPA has separately requested comment on whether to replace the Clean Power Plan with another rule consistent with the new Administration’s interpretation of the Clean Air Act. The EPA has filed a motion with the D.C. Circuit to hold the case in abeyance while it reconsiders the rule, which the D.C. Circuit granted in part to allow time for additional briefing on how and whether the litigation should proceed. Regardless of the outcome for the Clean Power Plan, 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 Government of Canada is reviewing national policies to further reduce greenhouse gases (“GHG”) and has announced its intent to impose a cost on carbon emissions. The Company does not expect its facilities to be disproportionately affected by these measures compared with other pulp and paper producers in Canada.
The provinces of Quebec and Ontario have GHG cap-and-trade systems with reduction targets. British Columbia has a carbon tax that applies to the purchase of fossil fuels within the province. The Company does not expect to be disproportionately affected compared with other pulp and paper producers located in these provinces.
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 December 31, 2017,2020, 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
On October 15, 2015, the Competition Directorate of Spain’s National Commission of Markets and Competition (“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 was 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 (income) loss, net.
On May 26, 2016, the CNMC rendered its final decision, which declared that a number of manufacturers of heavy adult 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 (income) 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 was 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, 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 second quarter of 2016 and included in Other operating (income) loss, net.
112
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 22. COMMITMENTS AND CONTINGENCIES (CONTINUED)
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 is seeking 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.
LEASE AND OTHER COMMERCIAL COMMITMENTS
The Company has entered into operating leases for property, plant and equipment. The Company also has commitments to purchase property, plant and equipment, roundwood, wood chips, gas and certain chemicals. Purchase orders in the normal course of business are excluded from the table below. Any amounts for which the Company is liable under purchase orders are reflected in the Consolidated Balance Sheets as Trade and other payables. Minimum future payments under these operating leases and other commercial commitments, determined at December 31, 2017,2020, were as follows:
|
| 2018 |
|
| 2019 |
|
| 2020 |
|
| 2021 |
|
| 2022 |
|
| Thereafter |
|
| Total |
| |||||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||
Operating leases |
|
| 27 |
|
|
| 23 |
|
|
| 19 |
|
|
| 15 |
|
|
| 12 |
|
|
| 29 |
|
|
| 125 |
|
Other commercial commitments |
|
| 68 |
|
|
| 14 |
|
|
| 2 |
|
|
| 1 |
|
|
| — |
|
|
| 1 |
|
|
| 86 |
|
|
| 2021 |
|
| 2022 |
|
| 2023 |
|
| 2024 |
|
| 2025 |
|
| Thereafter |
|
| Total |
| |||||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||
Other commercial commitments |
|
| 155 |
|
|
| 10 |
|
|
| 6 |
|
|
| 6 |
|
|
| — |
|
|
| 2 |
|
|
| 179 |
|
Total operating lease expense amounted to $31 million in 2017 (2016 – $28 million; 2015 – $28 million).
INDEMNIFICATIONS105
DOMTAR CORPORATION
InNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 22. 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, compliance with laws, 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 December 31, 2017,2020, 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, no0 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 December 31, 20172020 the Company has not0t recorded a liability associated with these indemnifications, as it does not expect to make any payments pertaining to these indemnifications.
GENERAL RISK FACTORS
Climate change and air quality regulation
Various national and local laws and regulations relating to climate change have been established or are emerging in jurisdictions where the Company currently has, or may have in the future, manufacturing facilities or investments.
The EPA repealed the Clean Power Plan and replaced it with the “Affordable Clean Energy” (“ACE”) rule. The ACE rule was legally challenged in the U.S. Court of Appeals for the D.C. Circuit. The Court ruled the EPA wrongly understood the Clean Air Act and the ACE rule and its embedded repeal of the Clean Power Plan was vacated and sent back to the EPA for further consideration. Regardless of the outcome of the EPA’s further consideration, 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 province of Quebec has a greenhouse gases (“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 Company does not expect its facilities to be disproportionately affected by these measures compared to the other pulp and paper producers located in these provinces.
The Government of Canada has established a federal carbon pricing system in provinces that do not already impose a cost on carbon emissions. The Government of Canada has imposed its carbon pricing program for regulating GHG emissions in Ontario, which took effect on January 1, 2019. To reduce GHG emissions and recognize the unique circumstances of the province’s diverse economy, Ontario finalized its own GHG Emission Performance Standards regulation. The Ontario Government has been in discussions with the Canadian Government to replace the federal program in Ontario with its provincial program. The Canadian Government has accepted Ontario’s program as an alternative to the federal program and work to transition has begun. The Company does not expect to be disproportionately affected compared with other pulp and paper producers located in Ontario.
The EPA proposed to revise its Industrial Boiler Maximum Achievable Control Technology Standard (“MACT”), or Boiler MACT, in a notice published on August 24, 2020. The proposed rule is a response to two court decisions that remanded certain issues for further review by the EPA, and it includes revisions to 34 different emission limitations that could apply to some of the Company’s facilities. Although the EPA has indicated that a small number of facilities may need to reduce emissions further compared to the current limits, the Company does not expect its facilities to be disproportionately affected compared to other U.S. pulp and paper producers.
113106
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
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, interest rates and interest rates.prices of the Company’s common stock with regard to the Company’s stock-based compensation program. 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 years presented. The Company does not hold derivative financial instruments for trading purposes.
CREDIT RISK
The Company is exposed to credit risk on accounts receivables 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 December 31, 2017, one of Domtar’s Pulp and Paper segment2020, 2 customers located in the U.S. represented 15% or $58 million, and 12% or $83$46 million, (2016 – 12% or $74 million)respectively, of the Company’s receivables.receivables (December 31, 2019 – 2 customers located in the U.S. represented 14% or $66 million, and 13% or $65 million, respectively).
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, revolving credit facility and securitization, term loan 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.
EQUITY RISK
The Company is exposed to changes in share prices with regard to its stock-based compensation program. The Company manages its exposure through the use of derivative instruments such as equity swap contracts. In December 2014,March 2020, the Company entered into a $100 million notional 2.5 year fixed to floating interest rate swap. Thistotal return swap was designated as a fair value hedge for a portion of its 10.75% Notes due June 2017. The changes in fair value of both the hedging and the hedged item were immediately recognized in interest expense. In August 2015, the Company terminated this swap simultaneously with the redemption of $215 million of its 10.75% Notes, with no significant impactagreement covering 500,000 common shares maturing on net earnings.March 4, 2022.
114107
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 23. DERIVATIVES AND HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENT (CONTINUED)
Cash flow hedges:
The Company is exposed to price volatility for raw materials and energy used in its manufacturing process. The Company manages its exposure to cost risk primarily through the use of supplier contracts. 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 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 5436 months.
The following table presents the volumes under derivative financial instruments for natural gas contracts outstanding as of December 31, 20172020 to hedge forecasted purchases:
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
Commodity |
| Notional contractual quantity under derivative contracts MMBTU(1) |
|
| Notional contractual value under derivative contracts (in millions of dollars) |
| Percentage of forecasted purchases under derivative contracts |
|
| Notional contractual quantity under derivative contracts MMBtu(1) |
|
| Notional contractual value under derivative contracts (in millions of dollars) |
| Percentage of forecasted purchases under derivative contracts |
| ||||||||||||
Natural gas |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018 |
|
| 12,695,000 |
|
|
| $ | 38 |
|
|
| 51% |
| |||||||||||||||
2019 |
|
| 11,430,000 |
|
|
| $ | 34 |
|
|
| 45% |
| |||||||||||||||
2020 |
|
| 8,880,000 |
|
|
| $ | 27 |
|
|
| 35% |
| |||||||||||||||
2021 |
|
| 3,920,000 |
|
|
| $ | 12 |
|
|
| 16% |
|
|
| 9,270,000 |
|
|
| $ | 27 |
|
|
| 37% |
| ||
2022 |
|
| 2,070,000 |
|
|
| $ | 6 |
|
|
| 8% |
|
|
| 9,270,000 |
|
|
| $ | 25 |
|
|
| 35% |
| ||
2023 |
|
| 4,210,000 |
|
|
| $ | 12 |
|
|
| 15% |
|
(1) |
|
The natural gas derivative contracts were fully effective as of December 31, 2017. There were no amounts reflected in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss) for the year ended December 31, 2017 resulting from hedge ineffectiveness (2016 and 2015 – nil).2020.
FOREIGN CURRENCY RISK
Cash flow hedges:
The Company has manufacturing operations in the United States Canada and Europe.Canada. As a result, it is exposed to movements in the foreign currency exchange ratesrate in Canada and Europe.Canada. Moreover, certain assets and liabilities are denominated in currencies other than the U.S. dollarCanadian dollars 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 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.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 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 18 months and to hedge a portion of forecasted sales by its U.S. subsidiaries in British pounds over the next 3 months. Derivatives are also currently 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 the next 1224 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.
115108
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 23. 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 December 31, 20172020 to hedge forecasted purchases and sales:
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| |||||||||||||
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| |||||||||
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| ||||||||
| ||||||||||||||
|
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| |||||||||
|
|
|
|
|
| |||||||||
| ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| Percentage of |
|
|
|
|
| |
|
|
|
| Notional |
| forecasted net |
|
|
|
|
| |
|
| Year of |
| contractual |
| exposures under |
|
| Average |
| Average | |
Currency exposure hedged |
| maturity |
| value |
| contracts |
|
| Protection rate |
| Obligation rate | |
|
|
|
|
|
|
|
|
|
|
|
|
|
CAD/USD |
| 2021 |
| 781 CAD |
| 82% |
|
| 1 USD = 1.3359 |
| 1 USD = 1.3536 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
CAD/USD |
| 2022 |
| 382 CAD |
| 40% |
|
| 1 USD = 1.3486 |
| 1 USD = 1.3486 |
The foreign exchange derivative contracts were fully effective as of December 31, 2017. There were no amounts reflected in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss) for the year ended December 31, 2017 resulting from hedge ineffectiveness (2016 and 2015 – nil).2020.
FAIR VALUE MEASUREMENT
The accounting standards for fair value measurements and disclosures establishesestablish 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. |
116109
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 23. 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 (b) below) at December 31, 20172020 and December 31, 2016,2019, 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.
|
|
|
|
|
| Quoted prices in |
|
| Significant |
|
| Significant |
|
|
|
|
|
|
|
|
| Quoted prices in |
|
| Significant |
|
| Significant |
|
|
|
| ||||||
|
|
|
|
|
| active markets for |
|
| observable |
|
| unobservable |
|
|
|
|
|
|
|
|
| active markets for |
|
| observable |
|
| unobservable |
|
|
|
| ||||||
|
| December 31, |
|
| identical assets |
|
| inputs |
|
| inputs |
|
|
|
|
| December 31, |
|
| identical assets |
|
| inputs |
|
| inputs |
|
|
|
| ||||||||
Fair Value of financial instruments at: |
| 2017 |
|
| (Level 1) |
|
| (Level 2) |
|
| (Level 3) |
|
|
| Balance sheet classification |
| 2020 |
|
| (Level 1) |
|
| (Level 2) |
|
| (Level 3) |
|
|
| Balance sheet classification | ||||||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
|
|
| ||||||||
Derivatives designated as hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Asset derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency derivatives |
|
| 16 |
|
|
| — |
|
|
| 16 |
|
|
| — |
|
| (a) | Prepaid expenses |
|
| 31 |
|
|
| — |
|
|
| 31 |
|
|
| — |
|
| (a) | Prepaid expenses |
Natural gas swap contracts |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
| (a) | Prepaid expenses | |||||||||||||||||||
Currency derivatives |
|
| 4 |
|
|
| — |
|
|
| 4 |
|
|
| — |
|
| (a) | Other assets |
|
| 16 |
|
|
| — |
|
|
| 16 |
|
|
| — |
|
| (a) | Other assets |
Natural gas swap contracts |
|
| 1 |
|
|
| — |
|
|
| 1 |
|
|
| — |
|
| (a) | Other assets |
|
| 1 |
|
|
| — |
|
|
| 1 |
|
|
| — |
|
| (a) | Other assets |
Total Assets |
|
| 21 |
|
|
| — |
|
|
| 21 |
|
|
| — |
|
|
|
|
|
| 48 |
|
|
| — |
|
|
| 48 |
|
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency derivatives |
|
| 5 |
|
|
| — |
|
|
| 5 |
|
|
| — |
|
| (a) | Trade and other payables |
|
| 1 |
|
|
| — |
|
|
| 1 |
|
|
| — |
|
| (a) | Trade and other payables |
Natural gas swap contracts |
|
| 2 |
|
|
| — |
|
|
| 2 |
|
|
| — |
|
| (a) | Trade and other payables |
|
| 2 |
|
|
| — |
|
|
| 2 |
|
|
| — |
|
| (a) | Trade and other payables |
Currency derivatives |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
| (a) | Other liabilities and deferred credits | |||||||||||||||||||
Natural gas swap contracts |
|
| 5 |
|
|
| — |
|
|
| 5 |
|
|
| — |
|
| (a) | Other liabilities and deferred credits |
|
| 3 |
|
|
| — |
|
|
| 3 |
|
|
| — |
|
| (a) | Other liabilities and deferred credits |
Total Liabilities |
|
| 12 |
|
|
| — |
|
|
| 12 |
|
|
| — |
|
|
|
|
|
| 6 |
|
|
| — |
|
|
| 6 |
|
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation - liability awards |
|
| 6 |
|
|
| 6 |
|
|
| — |
|
|
| — |
|
|
| Trade and other payables |
|
| 5 |
|
|
| 5 |
|
|
| — |
|
|
| — |
|
|
| Trade and other payables |
Stock-based compensation - liability awards |
|
| 20 |
|
|
| 20 |
|
|
| — |
|
|
| — |
|
|
| Other liabilities and deferred credits |
|
| 11 |
|
|
| 11 |
|
|
| — |
|
|
| — |
|
|
| Other liabilities and deferred credits |
Equity swap contracts |
|
| 2 |
|
|
| 2 |
|
|
| — |
|
|
| — |
|
|
| Other assets | |||||||||||||||||||
Long-term debt |
|
| 1,216 |
|
|
| — |
|
|
| 1,216 |
|
|
| — |
|
| (b) | Long-term debt |
|
| 1,234 |
|
|
| — |
|
|
| 1,234 |
|
|
| — |
|
| (b) | Long-term debt |
The net cumulative loss recorded in Accumulated other comprehensive loss relating to natural gas contracts is $6$4 million at December 31, 2017,2020, of which a loss of $2 million will be recognized in Cost of sales upon maturity of the derivatives over the next 12 months at the then prevailing values, which may be different from those at December 31, 2017.2020.
117110
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 23. DERIVATIVES AND HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENT (CONTINUED)
The net cumulative gain recorded in Accumulated other comprehensive loss relating to currency options and forwards hedging forecasted purchases is $15$46 million at December 31, 2017,2020, of which a gain of $11$30 million will be recognized in Cost of sales or Sales upon maturity of the derivatives over the next 12 months at the then prevailing values, which may be different from those at December 31, 2017.2020.
|
|
|
|
|
| Quoted prices in |
|
| Significant |
|
| Significant |
|
|
|
|
|
|
|
|
| Quoted prices in |
|
| Significant |
|
| Significant |
|
|
|
| ||||||
|
|
|
|
|
| active markets for |
|
| observable |
|
| unobservable |
|
|
|
|
|
|
|
|
| active markets for |
|
| observable |
|
| unobservable |
|
|
|
| ||||||
|
| December 31, |
|
| identical assets |
|
| inputs |
|
| inputs |
|
|
|
|
| December 31, |
|
| identical assets |
|
| inputs |
|
| inputs |
|
|
|
| ||||||||
Fair Value of financial instruments at: |
| 2016 |
|
| (Level 1) |
|
| (Level 2) |
|
| (Level 3) |
|
|
| Balance sheet classification |
| 2019 |
|
| (Level 1) |
|
| (Level 2) |
|
| (Level 3) |
|
|
| Balance sheet classification | ||||||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
|
|
| ||||||||
Derivatives designated as hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Asset derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency derivatives |
|
| 18 |
|
|
| — |
|
|
| 18 |
|
|
| — |
|
| (a) | Prepaid expenses |
|
| 4 |
|
|
| — |
|
|
| 4 |
|
|
| — |
|
| (a) | Prepaid expenses |
Natural gas swap contracts |
|
| 6 |
|
|
| — |
|
|
| 6 |
|
|
| — |
|
| (a) | Prepaid expenses | |||||||||||||||||||
Currency derivatives |
|
| 6 |
|
|
| — |
|
|
| 6 |
|
|
| — |
|
| (a) | Other assets |
|
| 4 |
|
|
| — |
|
|
| 4 |
|
|
| — |
|
| (a) | Other assets |
Natural gas swap contracts |
|
| 2 |
|
|
| — |
|
|
| 2 |
|
|
| — |
|
| (a) | Other assets | |||||||||||||||||||
Total Assets |
|
| 32 |
|
|
| — |
|
|
| 32 |
|
|
| — |
|
|
|
|
|
| 8 |
|
|
| — |
|
|
| 8 |
|
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency derivatives |
|
| 10 |
|
|
| — |
|
|
| 10 |
|
|
| — |
|
| (a) | Trade and other payables |
|
| 2 |
|
|
| — |
|
|
| 2 |
|
|
| — |
|
| (a) | Trade and other payables |
Natural gas swap contracts |
|
| 1 |
|
|
| — |
|
|
| 1 |
|
|
| — |
|
| (a) | Trade and other payables |
|
| 9 |
|
|
| — |
|
|
| 9 |
|
|
| — |
|
| (a) | Trade and other payables |
Currency derivatives |
|
| 6 |
|
|
| — |
|
|
| 6 |
|
|
| — |
|
| (a) | Other liabilities and deferred credits | |||||||||||||||||||
Natural gas swap contracts |
|
| 4 |
|
|
| — |
|
|
| 4 |
|
|
| — |
|
| (a) | Other liabilities and deferred credits |
|
| 8 |
|
|
| — |
|
|
| 8 |
|
|
| — |
|
| (a) | Other liabilities and deferred credits |
Total Liabilities |
|
| 21 |
|
|
| — |
|
|
| 21 |
|
|
| — |
|
|
|
|
|
| 19 |
|
|
| — |
|
|
| 19 |
|
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation - liability awards |
|
| 2 |
|
|
| 2 |
|
|
| — |
|
|
| — |
|
|
| Trade and other payables |
|
| 6 |
|
|
| 6 |
|
|
| — |
|
|
| — |
|
|
| Trade and other payables |
Stock-based compensation - liability awards |
|
| 17 |
|
|
| 17 |
|
|
| — |
|
|
| — |
|
|
| Other liabilities and deferred credits |
|
| 16 |
|
|
| 16 |
|
|
| — |
|
|
| — |
|
|
| Other liabilities and deferred credits |
Long-term debt |
|
| 1,313 |
|
|
| — |
|
|
| 1,313 |
|
|
| — |
|
| (b) | Long-term debt |
|
| 1,029 |
|
|
| — |
|
|
| 1,029 |
|
|
| — |
|
| (b) | Long-term debt |
(a) | Fair value of the Company’s derivatives |
|
| - | For currency derivatives: |
| - | For natural gas contracts: Fair value is measured using the discounted difference between contractual rates and quoted market future rates. |
(b) | 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 December 31, |
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.
118111
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
SEGMENT DISCLOSURES
TheFollowing the agreement on January 7, 2021 to sell the Company’s twoPersonal Care business, the Company now operates as a single reportable segmentssegment as described below, which also representrepresents its twoonly operating segments. 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:segment:
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.
• | 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. |
The accounting policies of the reportable segments are the same as those described in Note 1. The Company evaluates segment performance based on operating income. Transfer prices between segments are based on market prices. Certain Corporate general and administrative costs are allocated to the segments.segment. Corporate costs that are not related to segment activities, as well as the mark-to-market impact on stock basedstock-based compensation awards, are presented on the Corporate line. The Company does not allocate interest expense and income taxes to the segments.segment. Segment assets are those directly used in segment operations.
The Company attributes sales to customers in different geographical areas on the basis of the location of the customer.
Long-lived assets consist of property, plant and equipment, intangibleoperating lease right-of-use assets and goodwillintangible assets used in the generation of sales in the different geographical areas.
Starting January 1, 2020, EAM Corporation, a manufacturer of high quality airlaid and ultrathin laminated cores, previously reported under the Company’s former Personal Care segment is now presented under its Pulp and Paper segment. Prior period segment results have been restated to the new segment presentation with no significant impact on segment results. There were no changes to the Company’s consolidated sales or operating income.
119
112
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 24. SEGMENT DISCLOSURES (CONTINUED)
An analysis and reconciliation of the Company’s business segment information to the respective information in the financial statements is as follows:
|
| Year ended |
|
| Year ended |
|
| Year ended |
|
| Year ended |
|
| Year ended |
|
| Year ended |
| ||||||
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
| ||||||
SEGMENT DATA |
| 2017 |
|
| 2016 |
|
| 2015 |
|
| 2020 |
|
| 2019 |
|
| 2018 |
| ||||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Sales |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Pulp and Paper |
|
| 4,216 |
|
|
| 4,239 |
|
|
| 4,458 |
| ||||||||||||
Personal Care |
|
| 1,005 |
|
|
| 917 |
|
|
| 869 |
| ||||||||||||
Total for reportable segments |
|
| 5,221 |
|
|
| 5,156 |
|
|
| 5,327 |
| ||||||||||||
Intersegment sales |
|
| (64 | ) |
|
| (58 | ) |
|
| (63 | ) | ||||||||||||
Consolidated sales (1) |
|
| 5,157 |
|
|
| 5,098 |
|
|
| 5,264 |
| ||||||||||||
Sales by product group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Communication papers |
|
| 2,382 |
|
|
| 2,571 |
|
|
| 2,736 |
|
|
| 1,968 |
|
|
| 2,571 |
|
|
| 2,548 |
|
Specialty and packaging papers |
|
| 651 |
|
|
| 680 |
|
|
| 718 |
|
|
| 575 |
|
|
| 637 |
|
|
| 710 |
|
Market pulp |
|
| 1,119 |
|
|
| 930 |
|
|
| 941 |
|
|
| 1,064 |
|
|
| 1,119 |
|
|
| 1,260 |
|
Absorbent hygiene products |
|
| 1,005 |
|
|
| 917 |
|
|
| 869 |
|
|
| 45 |
|
|
| 42 |
|
|
| 47 |
|
Consolidated sales (1) |
|
| 5,157 |
|
|
| 5,098 |
|
|
| 5,264 |
|
|
| 3,652 |
|
|
| 4,369 |
|
|
| 4,565 |
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Operating (loss) income from continuing operations (2) |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Pulp and Paper |
|
| 254 |
|
|
| 284 |
|
|
| 297 |
|
|
| (143 | ) |
|
| 226 |
|
|
| 442 |
|
Personal Care |
|
| 67 |
|
|
| 64 |
|
|
| 62 |
| ||||||||||||
Total for reportable segments |
|
| 321 |
|
|
| 348 |
|
|
| 359 |
| ||||||||||||
Impairment of goodwill - Personal Care |
|
| 578 |
|
|
| — |
|
|
| — |
| ||||||||||||
Impairment of property, plant and equipment - Pulp and Paper |
|
| — |
|
|
| 29 |
|
|
| 77 |
| ||||||||||||
Consolidated depreciation and amortization and impairment of goodwill and property, plant and equipment |
|
| 899 |
|
|
| 377 |
|
|
| 436 |
| ||||||||||||
Operating income (loss) |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Pulp and Paper |
|
| 250 |
|
|
| 217 |
|
|
| 270 |
| ||||||||||||
Personal Care |
|
| (527 | ) |
|
| 57 |
|
|
| 61 |
| ||||||||||||
Corporate |
|
| (40 | ) |
|
| (51 | ) |
|
| (43 | ) |
|
| (34 | ) |
|
| (47 | ) |
|
| (47 | ) |
Consolidated operating (loss) income |
|
| (317 | ) |
|
| 223 |
|
|
| 288 |
| ||||||||||||
Consolidated operating (loss) income from continuing operations |
|
| (177 | ) |
|
| 179 |
|
|
| 395 |
| ||||||||||||
Interest expense, net |
|
| 66 |
|
|
| 66 |
|
|
| 132 |
|
|
| 58 |
|
|
| 52 |
|
|
| 62 |
|
(Loss) earnings before income taxes |
|
| (383 | ) |
|
| 157 |
|
|
| 156 |
| ||||||||||||
Non-service components of net periodic benefit cost |
|
| (17 | ) |
|
| 23 |
|
|
| (18 | ) | ||||||||||||
(Loss) earnings before income taxes and equity loss |
|
| (218 | ) |
|
| 104 |
|
|
| 351 |
| ||||||||||||
Income tax (benefit) expense |
|
| (125 | ) |
|
| 29 |
|
|
| 14 |
|
|
| (76 | ) |
|
| 17 |
|
|
| 68 |
|
Equity loss, net of taxes |
|
| 3 |
|
|
| 2 |
|
|
| 2 |
| ||||||||||||
(Loss) earnings from continuing operations |
|
| (145 | ) |
|
| 85 |
|
|
| 281 |
| ||||||||||||
Earnings (loss) from discontinued operations, net of taxes |
|
| 18 |
|
|
| (1 | ) |
|
| 2 |
| ||||||||||||
Net (loss) earnings |
|
| (258 | ) |
|
| 128 |
|
|
| 142 |
|
|
| (127 | ) |
|
| 84 |
|
|
| 283 |
|
(1) | In |
(2) | The Government of Canada created the Canada Emergency Wage Subsidy ("CEWS") to provide financial support for businesses during the COVID-19 pandemic and prevent large layoffs. During the year, the Company recognized $36 million as a reduction of costs (CDN $48 million) ($29 million in Cost of sales (CDN $38 million) and $7 million in Selling, general and administrative (CDN $10 million)) related to this program. |
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
| ||||
|
| 2017 |
|
| 2016 |
|
| 2020 |
|
| 2019 |
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Segment assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pulp and Paper |
|
| 3,649 |
|
|
| 3,637 |
|
|
| 3,209 |
|
|
| 3,562 |
|
Personal Care |
|
| 1,406 |
|
|
| 1,884 |
| ||||||||
Corporate |
|
| 514 |
|
|
| 203 |
| ||||||||
Total for reportable segments |
|
| 5,055 |
|
|
| 5,521 |
|
|
| 3,723 |
|
|
| 3,765 |
|
Corporate |
|
| 157 |
|
|
| 159 |
| ||||||||
Assets held for sale |
|
| 1,133 |
|
|
| 1,138 |
| ||||||||
Consolidated assets |
|
| 5,212 |
|
|
| 5,680 |
|
|
| 4,856 |
|
|
| 4,903 |
|
120113
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE 24. SEGMENT DISCLOSURES (CONTINUED)
|
| Year ended |
|
| Year ended |
|
| Year ended |
|
| Year ended |
|
| Year ended |
|
| Year ended |
| ||||||
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
| ||||||
|
| 2017 |
|
| 2016 |
|
| 2015 |
|
| 2020 |
|
| 2019 |
|
| 2018 |
| ||||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Additions to property, plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pulp and Paper |
|
| 128 |
|
|
| 287 |
|
|
| 221 |
|
|
| 124 |
|
|
| 225 |
|
|
| 167 |
|
Personal Care |
|
| 48 |
|
|
| 55 |
|
|
| 57 |
| ||||||||||||
Total for reportable segments |
|
| 176 |
|
|
| 342 |
|
|
| 278 |
| ||||||||||||
Corporate |
|
| 4 |
|
|
| 4 |
|
|
| 6 |
|
|
| 3 |
|
|
| 3 |
|
|
| 2 |
|
Discontinued Operations |
|
| 33 |
|
|
| 36 |
|
|
| 34 |
| ||||||||||||
Consolidated additions to property, plant and equipment |
|
| 180 |
|
|
| 346 |
|
|
| 284 |
|
|
| 160 |
|
|
| 264 |
|
|
| 203 |
|
Add: Change in payables on capital projects |
|
| 2 |
|
|
| 1 |
|
|
| 5 |
|
|
| 15 |
|
|
| (9 | ) |
|
| (8 | ) |
Consolidated additions to property, plant and equipment per Consolidated Statements of Cash Flows |
|
| 182 |
|
|
| 347 |
|
|
| 289 |
|
|
| 175 |
|
|
| 255 |
|
|
| 195 |
|
|
| Year ended |
|
| Year ended |
|
| Year ended |
|
| Year ended |
|
| Year ended |
|
| Year ended |
| ||||||
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
| ||||||
|
| 2017 |
|
| 2016 |
|
| 2015 |
|
| 2020 |
|
| 2019 |
|
| 2018 |
| ||||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Geographic information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
| 3,486 |
|
|
| 3,571 |
|
|
| 3,776 |
|
|
| 2,755 |
|
|
| 3,306 |
|
|
| 3,257 |
|
Canada |
|
| 474 |
|
|
| 493 |
|
|
| 492 |
|
|
| 324 |
|
|
| 419 |
|
|
| 470 |
|
Europe |
|
| 619 |
|
|
| 605 |
|
|
| 561 |
|
|
| 117 |
|
|
| 150 |
|
|
| 221 |
|
Asia |
|
| 444 |
|
|
| 351 |
|
|
| 302 |
|
|
| 374 |
|
|
| 369 |
|
|
| 488 |
|
Other foreign countries |
|
| 134 |
|
|
| 78 |
|
|
| 133 |
|
|
| 82 |
|
|
| 125 |
|
|
| 129 |
|
|
|
| 5,157 |
|
|
| 5,098 |
|
|
| 5,264 |
|
|
| 3,652 |
|
|
| 4,369 |
|
|
| 4,565 |
|
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
| ||||
|
| 2017 |
|
| 2016 |
|
| 2020 |
|
| 2019 |
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Long-lived assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
| 2,136 |
|
|
| 2,589 |
|
|
| 1,423 |
|
|
| 1,620 |
|
Canada |
|
| 677 |
|
|
| 642 |
|
|
| 688 |
|
|
| 691 |
|
Europe |
|
| 585 |
|
|
| 752 |
| ||||||||
|
|
| 3,398 |
|
|
| 3,983 |
|
|
| 2,111 |
|
|
| 2,311 |
|
121114
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
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’s significant 100% owned domestic subsidiaries, including Domtar Paper Company, LLC, a 100% owned subsidiary of the Company, Domtar Industries LLC (and subsidiaries, excluding Domtar Funding LLC), Domtar A.W. LLC, Attends Healthcare Products Inc., EAM Corporation, Associated Hygienic Products LLC and Home Delivery Incontinent Supplies Co., all 100% owned subsidiaries of the Company (“Guarantor Subsidiaries”), on a joint and several basis. Pursuant to the amendment and restatement of the 2016 Credit Agreement on August 18, 2016, theThe Guaranteed Debt willis not be guaranteed by certain of Domtar’s foreign and non-significant domestic subsidiaries, all 100% owned, subsidiaries; including Domtar Delaware Holdings Inc. and its foreign subsidiaries, including Attends Healthcare Limited, Domtar Inc. and Laboratorios Indas, S.A.U.. Also excluded are Ariva Distribution Inc., Domtar Delaware Investments Inc., Domtar Delaware Holdings, LLC, Domtar AI Inc., Domtar Personal Care Absorbent Hygiene Inc., Domtar Wisconsin Dam Corp. and Palmetto Enterprises LLC, (collectively the “Non-Guarantor Subsidiaries”). TheA 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.
Upon the sale of the Personal Care business, anticipated to take place during the first quarter of 2021, Attends Healthcare Products Inc., Associated Hygienic Products LLC and Home Delivery Incontinent Supplies Co. will cease to be guarantors.
The following supplemental condensed consolidating financial information sets forth, on an unconsolidated basis, the Balance Sheets at December 31, 20172020 and 20162019 and the Statements of Earnings (Loss) and Comprehensive Income (Loss) and Cash Flows for the years ended December 31, 2017, 20162020, 2019 and 20152018 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.
CONDENSED CONSOLIDATING STATEMENT OF LOSS |
| Year ended |
| |||||||||||||||||
AND COMPREHENSIVE INCOME (LOSS) |
| December 31, 2017 |
| |||||||||||||||||
|
|
|
|
|
|
|
|
|
| Non- |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
| Guarantor |
|
| Guarantor |
|
| Consolidating |
|
|
|
|
| |||
|
| Parent |
|
| Subsidiaries |
|
| Subsidiaries |
|
| Adjustments |
|
| Consolidated |
| |||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Sales |
|
| — |
|
|
| 4,243 |
|
|
| 2,062 |
|
|
| (1,148 | ) |
|
| 5,157 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales, excluding depreciation and amortization |
|
| — |
|
|
| 3,689 |
|
|
| 1,590 |
|
|
| (1,148 | ) |
|
| 4,131 |
|
Depreciation and amortization |
|
| — |
|
|
| 233 |
|
|
| 88 |
|
|
| — |
|
|
| 321 |
|
Selling, general and administrative |
|
| 9 |
|
|
| 142 |
|
|
| 305 |
|
|
| — |
|
|
| 456 |
|
Impairment of goodwill |
|
| — |
|
|
| 313 |
|
|
| 265 |
|
|
| — |
|
|
| 578 |
|
Closure and restructuring costs |
|
| — |
|
|
| 2 |
|
|
| — |
|
|
| — |
|
|
| 2 |
|
Other operating loss (income), net |
|
| — |
|
|
| 1 |
|
|
| (15 | ) |
|
| — |
|
|
| (14 | ) |
|
|
| 9 |
|
|
| 4,380 |
|
|
| 2,233 |
|
|
| (1,148 | ) |
|
| 5,474 |
|
Operating loss |
|
| (9 | ) |
|
| (137 | ) |
|
| (171 | ) |
|
| — |
|
|
| (317 | ) |
Interest expense (income), net |
|
| 63 |
|
|
| 86 |
|
|
| (83 | ) |
|
| — |
|
|
| 66 |
|
Loss before income taxes |
|
| (72 | ) |
|
| (223 | ) |
|
| (88 | ) |
|
| — |
|
|
| (383 | ) |
Income tax expense (benefit) |
|
| 9 |
|
|
| (179 | ) |
|
| 45 |
|
|
| — |
|
|
| (125 | ) |
Share in earnings of equity accounted investees |
|
| (177 | ) |
|
| (133 | ) |
|
| — |
|
|
| 310 |
|
|
| — |
|
Net loss |
|
| (258 | ) |
|
| (177 | ) |
|
| (133 | ) |
|
| 310 |
|
|
| (258 | ) |
Other comprehensive income |
|
| 163 |
|
|
| 175 |
|
|
| 170 |
|
|
| (345 | ) |
|
| 163 |
|
Comprehensive (loss) income |
|
| (95 | ) |
|
| (2 | ) |
|
| 37 |
|
|
| (35 | ) |
|
| (95 | ) |
122115
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE. 25 SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED)
CONDENSED CONSOLIDATING STATEMENT OF EARNINGS |
| Year ended |
|
| Year ended |
| ||||||||||||||||||||||||||||||||||
AND COMPREHENSIVE INCOME |
| December 31, 2016 |
| |||||||||||||||||||||||||||||||||||||
(LOSS) AND COMPREHENSIVE INCOME (LOSS) |
| December 31, 2020 |
| |||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non- |
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
| Guarantor |
|
| Guarantor |
|
| Consolidating |
|
|
|
|
|
|
|
|
|
| Guarantor |
|
| Guarantor |
|
| Consolidating |
|
|
|
|
| ||||||
|
| Parent |
|
| Subsidiaries |
|
| Subsidiaries |
|
| Adjustments |
|
| Consolidated |
|
| Parent |
|
| Subsidiaries |
|
| Subsidiaries |
|
| Adjustments |
|
| Consolidated |
| ||||||||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||||||
Sales |
|
| — |
|
|
| 4,203 |
|
|
| 2,040 |
|
|
| (1,145 | ) |
|
| 5,098 |
|
|
| — |
|
|
| 3,232 |
|
|
| 1,352 |
|
|
| (932 | ) |
|
| 3,652 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales, excluding depreciation and amortization |
|
| — |
|
|
| 3,638 |
|
|
| 1,542 |
|
|
| (1,145 | ) |
|
| 4,035 |
|
|
| — |
|
|
| 2,952 |
|
|
| 1,105 |
|
|
| (932 | ) |
|
| 3,125 |
|
Depreciation and amortization |
|
| — |
|
|
| 256 |
|
|
| 92 |
|
|
| — |
|
|
| 348 |
|
|
| — |
|
|
| 164 |
|
|
| 59 |
|
|
| — |
|
|
| 223 |
|
Selling, general and administrative |
|
| 17 |
|
|
| 93 |
|
|
| 317 |
|
|
| — |
|
|
| 427 |
|
|
| 8 |
|
|
| 38 |
|
|
| 207 |
|
|
| — |
|
|
| 253 |
|
Impairment of property, plant and equipment |
|
| — |
|
|
| 29 |
|
|
| — |
|
|
| — |
|
|
| 29 |
| ||||||||||||||||||||
Impairment of long-lived assets |
|
| — |
|
|
| 136 |
|
|
| — |
|
|
| — |
|
|
| 136 |
| ||||||||||||||||||||
Closure and restructuring costs |
|
| — |
|
|
| 31 |
|
|
| 1 |
|
|
| — |
|
|
| 32 |
|
|
| — |
|
|
| 84 |
|
|
| 15 |
|
|
| — |
|
|
| 99 |
|
Other operating loss (income), net |
|
| 1 |
|
|
| (1 | ) |
|
| 4 |
|
|
| — |
|
|
| 4 |
|
|
| 2 |
|
|
| (5 | ) |
|
| (4 | ) |
|
| — |
|
|
| (7 | ) |
|
|
| 18 |
|
|
| 4,046 |
|
|
| 1,956 |
|
|
| (1,145 | ) |
|
| 4,875 |
|
|
| 10 |
|
|
| 3,369 |
|
|
| 1,382 |
|
|
| (932 | ) |
|
| 3,829 |
|
Operating (loss) income |
|
| (18 | ) |
|
| 157 |
|
|
| 84 |
|
|
| — |
|
|
| 223 |
| ||||||||||||||||||||
Operating loss |
|
| (10 | ) |
|
| (137 | ) |
|
| (30 | ) |
|
| — |
|
|
| (177 | ) | ||||||||||||||||||||
Interest expense (income), net |
|
| 65 |
|
|
| 50 |
|
|
| (49 | ) |
|
| — |
|
|
| 66 |
|
|
| 65 |
|
|
| 72 |
|
|
| (79 | ) |
|
| — |
|
|
| 58 |
|
(Loss) earnings before income taxes |
|
| (83 | ) |
|
| 107 |
|
|
| 133 |
|
|
| — |
|
|
| 157 |
| ||||||||||||||||||||
Non-service components of net periodic benefit cost |
|
| — |
|
|
| (6 | ) |
|
| (11 | ) |
|
| — |
|
|
| (17 | ) | ||||||||||||||||||||
(Loss) earnings before income taxes and equity loss |
|
| (75 | ) |
|
| (203 | ) |
|
| 60 |
|
|
| — |
|
|
| (218 | ) | ||||||||||||||||||||
Income tax (benefit) expense |
|
| (43 | ) |
|
| 36 |
|
|
| 36 |
|
|
| — |
|
|
| 29 |
|
|
| (24 | ) |
|
| (73 | ) |
|
| 21 |
|
|
| — |
|
|
| (76 | ) |
Equity loss, net of taxes |
|
| — |
|
|
| 1 |
|
|
| 2 |
|
|
| — |
|
|
| 3 |
| ||||||||||||||||||||
Share in earnings of equity accounted investees |
|
| 168 |
|
|
| 97 |
|
|
| — |
|
|
| (265 | ) |
|
| — |
|
|
| (72 | ) |
|
| 52 |
|
|
| — |
|
|
| 20 |
|
|
| — |
|
Net earnings |
|
| 128 |
|
|
| 168 |
|
|
| 97 |
|
|
| (265 | ) |
|
| 128 |
| ||||||||||||||||||||
Other comprehensive income (loss) |
|
| 2 |
|
|
| (12 | ) |
|
| (35 | ) |
|
| 47 |
|
|
| 2 |
| ||||||||||||||||||||
Comprehensive income |
|
| 130 |
|
|
| 156 |
|
|
| 62 |
|
|
| (218 | ) |
|
| 130 |
| ||||||||||||||||||||
(Loss) earnings from continuing operations |
|
| (123 | ) |
|
| (79 | ) |
|
| 37 |
|
|
| 20 |
|
|
| (145 | ) | ||||||||||||||||||||
(Loss) earnings from discontinued operations, net of taxes |
|
| (4 | ) |
|
| 7 |
|
|
| 15 |
|
|
| — |
|
|
| 18 |
| ||||||||||||||||||||
Net (loss) earnings |
|
| (127 | ) |
|
| (72 | ) |
|
| 52 |
|
|
| 20 |
|
|
| (127 | ) | ||||||||||||||||||||
Other comprehensive income |
|
| 89 |
|
|
| 80 |
|
|
| 54 |
|
|
| (134 | ) |
|
| 89 |
| ||||||||||||||||||||
Comprehensive (loss) income |
|
| (38 | ) |
|
| 8 |
|
|
| 106 |
|
|
| (114 | ) |
|
| (38 | ) |
CONDENSED CONSOLIDATING STATEMENT OF EARNINGS |
| Year ended |
| |||||||||||||||||
AND COMPREHENSIVE LOSS |
| December 31, 2015 |
| |||||||||||||||||
|
|
|
|
|
|
|
|
|
| Non- |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
| Guarantor |
|
| Guarantor |
|
| Consolidating |
|
|
|
|
| |||
|
| Parent |
|
| Subsidiaries |
|
| Subsidiaries |
|
| Adjustments |
|
| Consolidated |
| |||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Sales |
|
| — |
|
|
| 4,346 |
|
|
| 2,070 |
|
|
| (1,152 | ) |
|
| 5,264 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales, excluding depreciation and amortization |
|
| — |
|
|
| 3,726 |
|
|
| 1,573 |
|
|
| (1,152 | ) |
|
| 4,147 |
|
Depreciation and amortization |
|
| — |
|
|
| 256 |
|
|
| 103 |
|
|
| — |
|
|
| 359 |
|
Selling, general and administrative |
|
| 11 |
|
|
| 105 |
|
|
| 278 |
|
|
| — |
|
|
| 394 |
|
Impairment of property, plant and equipment |
|
| — |
|
|
| 77 |
|
|
| — |
|
|
| — |
|
|
| 77 |
|
Closure and restructuring costs |
|
| — |
|
|
| 3 |
|
|
| 1 |
|
|
| — |
|
|
| 4 |
|
Other operating loss (income), net |
|
| 5 |
|
|
| (3 | ) |
|
| (7 | ) |
|
| — |
|
|
| (5 | ) |
|
|
| 16 |
|
|
| 4,164 |
|
|
| 1,948 |
|
|
| (1,152 | ) |
|
| 4,976 |
|
Operating (loss) income |
|
| (16 | ) |
|
| 182 |
|
|
| 122 |
|
|
| — |
|
|
| 288 |
|
Interest expense (income), net |
|
| 131 |
|
|
| 30 |
|
|
| (29 | ) |
|
| — |
|
|
| 132 |
|
(Loss) earnings before income taxes |
|
| (147 | ) |
|
| 152 |
|
|
| 151 |
|
|
| — |
|
|
| 156 |
|
Income tax (benefit) expense |
|
| (63 | ) |
|
| 38 |
|
|
| 39 |
|
|
| — |
|
|
| 14 |
|
Share in earnings of equity accounted investees |
|
| 226 |
|
|
| 112 |
|
|
| — |
|
|
| (338 | ) |
|
| — |
|
Net earnings |
|
| 142 |
|
|
| 226 |
|
|
| 112 |
|
|
| (338 | ) |
|
| 142 |
|
Other comprehensive loss |
|
| (233 | ) |
|
| (235 | ) |
|
| (215 | ) |
|
| 450 |
|
|
| (233 | ) |
Comprehensive loss |
|
| (91 | ) |
|
| (9 | ) |
|
| (103 | ) |
|
| 112 |
|
|
| (91 | ) |
123116
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE. 25 SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED)
CONDENSED CONSOLIDATING BALANCE SHEET |
| December 31, 2017 |
| |||||||||||||||||
|
|
|
|
|
|
|
|
|
| Non- |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
| Guarantor |
|
| Guarantor |
|
| Consolidating |
|
|
|
|
| |||
|
| Parent |
|
| Subsidiaries |
|
| Subsidiaries |
|
| Adjustments |
|
| Consolidated |
| |||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
| 3 |
|
|
| 14 |
|
|
| 122 |
|
|
| — |
|
|
| 139 |
|
Receivables |
|
| — |
|
|
| 402 |
|
|
| 302 |
|
|
| — |
|
|
| 704 |
|
Inventories |
|
| — |
|
|
| 522 |
|
|
| 235 |
|
|
| — |
|
|
| 757 |
|
Prepaid expenses |
|
| 5 |
|
|
| 22 |
|
|
| 6 |
|
|
| — |
|
|
| 33 |
|
Income and other taxes receivable |
|
| 7 |
|
|
| 1 |
|
|
| 16 |
|
|
| — |
|
|
| 24 |
|
Intercompany accounts |
|
| 380 |
|
|
| 314 |
|
|
| 45 |
|
|
| (739 | ) |
|
| — |
|
Total current assets |
|
| 395 |
|
|
| 1,275 |
|
|
| 726 |
|
|
| (739 | ) |
|
| 1,657 |
|
Property, plant and equipment, net |
|
| — |
|
|
| 1,870 |
|
|
| 895 |
|
|
| — |
|
|
| 2,765 |
|
Intangible assets, net |
|
| — |
|
|
| 268 |
|
|
| 365 |
|
|
| — |
|
|
| 633 |
|
Investments in affiliates |
|
| 3,892 |
|
|
| 2,609 |
|
|
| — |
|
|
| (6,501 | ) |
|
| — |
|
Intercompany long-term advances |
|
| 6 |
|
|
| 81 |
|
|
| 1,513 |
|
|
| (1,600 | ) |
|
| — |
|
Other assets |
|
| 22 |
|
|
| 24 |
|
|
| 129 |
|
|
| (18 | ) |
|
| 157 |
|
Total assets |
|
| 4,315 |
|
|
| 6,127 |
|
|
| 3,628 |
|
|
| (8,858 | ) |
|
| 5,212 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and shareholders' equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables |
|
| 55 |
|
|
| 424 |
|
|
| 237 |
|
|
| — |
|
|
| 716 |
|
Intercompany accounts |
|
| 244 |
|
|
| 63 |
|
|
| 432 |
|
|
| (739 | ) |
|
| — |
|
Income and other taxes payable |
|
| 1 |
|
|
| 14 |
|
|
| 9 |
|
|
| — |
|
|
| 24 |
|
Long-term debt due within one year |
|
| — |
|
|
| — |
|
|
| 1 |
|
|
| — |
|
|
| 1 |
|
Total current liabilities |
|
| 300 |
|
|
| 501 |
|
|
| 679 |
|
|
| (739 | ) |
|
| 741 |
|
Long-term debt |
|
| 792 |
|
|
| 300 |
|
|
| 37 |
|
|
| — |
|
|
| 1,129 |
|
Intercompany long-term loans |
|
| 674 |
|
|
| 925 |
|
|
| 1 |
|
|
| (1,600 | ) |
|
| — |
|
Deferred income taxes and other |
|
| — |
|
|
| 356 |
|
|
| 153 |
|
|
| (18 | ) |
|
| 491 |
|
Other liabilities and deferred credits |
|
| 66 |
|
|
| 153 |
|
|
| 149 |
|
|
| — |
|
|
| 368 |
|
Shareholders' equity |
|
| 2,483 |
|
|
| 3,892 |
|
|
| 2,609 |
|
|
| (6,501 | ) |
|
| 2,483 |
|
Total liabilities and shareholders' equity |
|
| 4,315 |
|
|
| 6,127 |
|
|
| 3,628 |
|
|
| (8,858 | ) |
|
| 5,212 |
|
CONDENSED CONSOLIDATING STATEMENT OF EARNINGS |
| Year ended |
| |||||||||||||||||
AND COMPREHENSIVE INCOME |
| December 31, 2019 |
| |||||||||||||||||
|
|
|
|
|
|
|
|
|
| Non- |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
| Guarantor |
|
| Guarantor |
|
| Consolidating |
|
|
|
|
| |||
|
| Parent |
|
| Subsidiaries |
|
| Subsidiaries |
|
| Adjustments |
|
| Consolidated |
| |||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Sales |
|
| — |
|
|
| 3,878 |
|
|
| 1,491 |
|
|
| (1,000 | ) |
|
| 4,369 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales, excluding depreciation and amortization |
|
| 1 |
|
|
| 3,349 |
|
|
| 1,260 |
|
|
| (1,000 | ) |
|
| 3,610 |
|
Depreciation and amortization |
|
| — |
|
|
| 172 |
|
|
| 59 |
|
|
| — |
|
|
| 231 |
|
Selling, general and administrative |
|
| 9 |
|
|
| 162 |
|
|
| 120 |
|
|
| — |
|
|
| 291 |
|
Impairment of long-lived assets |
|
| — |
|
|
| 32 |
|
|
| — |
|
|
| — |
|
|
| 32 |
|
Closure and restructuring costs |
|
| — |
|
|
| 22 |
|
|
| — |
|
|
| — |
|
|
| 22 |
|
Other operating (income) loss, net |
|
| — |
|
|
| (3 | ) |
|
| 7 |
|
|
| — |
|
|
| 4 |
|
|
|
| 10 |
|
|
| 3,734 |
|
|
| 1,446 |
|
|
| (1,000 | ) |
|
| 4,190 |
|
Operating (loss) income |
|
| (10 | ) |
|
| 144 |
|
|
| 45 |
|
|
| — |
|
|
| 179 |
|
Interest expense (income), net |
|
| 69 |
|
|
| 80 |
|
|
| (97 | ) |
|
| — |
|
|
| 52 |
|
Non-service components of net periodic benefit cost |
|
| — |
|
|
| 2 |
|
|
| 21 |
|
|
| — |
|
|
| 23 |
|
(Loss) earnings before income taxes and equity loss |
|
| (79 | ) |
|
| 62 |
|
|
| 121 |
|
|
| — |
|
|
| 104 |
|
Income tax (benefit) expense |
|
| (17 | ) |
|
| 2 |
|
|
| 32 |
|
|
| — |
|
|
| 17 |
|
Equity loss, net of taxes |
|
| — |
|
|
| 1 |
|
|
| 1 |
|
|
| — |
|
|
| 2 |
|
Share in earnings of equity accounted investees |
|
| 146 |
|
|
| 121 |
|
|
| — |
|
|
| (267 | ) |
|
| — |
|
Earnings from continuing operations |
|
| 84 |
|
|
| 180 |
|
|
| 88 |
|
|
| (267 | ) |
|
| 85 |
|
(Loss) earnings from discontinued operations, net of taxes |
|
| — |
|
|
| (34 | ) |
|
| 33 |
|
|
| — |
|
|
| (1 | ) |
Net earnings |
|
| 84 |
|
|
| 146 |
|
|
| 121 |
|
|
| (267 | ) |
|
| 84 |
|
Other comprehensive income |
|
| 74 |
|
|
| 81 |
|
|
| 49 |
|
|
| (130 | ) |
|
| 74 |
|
Comprehensive income |
|
| 158 |
|
|
| 227 |
|
|
| 170 |
|
|
| (397 | ) |
|
| 158 |
|
124117
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE. 25 SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED)
CONDENSED CONSOLIDATING BALANCE SHEET |
| December 31, 2016 |
| |||||||||||||||||
|
|
|
|
|
|
|
|
|
| Non- |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
| Guarantor |
|
| Guarantor |
|
| Consolidating |
|
|
|
|
| |||
|
| Parent |
|
| Subsidiaries |
|
| Subsidiaries |
|
| Adjustments |
|
| Consolidated |
| |||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
| 17 |
|
|
| 14 |
|
|
| 94 |
|
|
| — |
|
|
| 125 |
|
Receivables |
|
| — |
|
|
| 305 |
|
|
| 308 |
|
|
| — |
|
|
| 613 |
|
Inventories |
|
| — |
|
|
| 548 |
|
|
| 211 |
|
|
| — |
|
|
| 759 |
|
Prepaid expenses |
|
| 15 |
|
|
| 19 |
|
|
| 6 |
|
|
| — |
|
|
| 40 |
|
Income and other taxes receivable |
|
| — |
|
|
| 16 |
|
|
| 15 |
|
|
| — |
|
|
| 31 |
|
Intercompany accounts |
|
| 331 |
|
|
| 184 |
|
|
| 47 |
|
|
| (562 | ) |
|
| — |
|
Total current assets |
|
| 363 |
|
|
| 1,086 |
|
|
| 681 |
|
|
| (562 | ) |
|
| 1,568 |
|
Property, plant and equipment, net |
|
| — |
|
|
| 2,000 |
|
|
| 825 |
|
|
| — |
|
|
| 2,825 |
|
Goodwill |
|
| — |
|
|
| 313 |
|
|
| 237 |
|
|
| — |
|
|
| 550 |
|
Intangible assets, net |
|
| — |
|
|
| 279 |
|
|
| 329 |
|
|
| — |
|
|
| 608 |
|
Investments in affiliates |
|
| 3,976 |
|
|
| 2,678 |
|
|
| — |
|
|
| (6,654 | ) |
|
| — |
|
Intercompany long-term advances |
|
| 6 |
|
|
| 80 |
|
|
| 1,411 |
|
|
| (1,497 | ) |
|
| — |
|
Other assets |
|
| 15 |
|
|
| 18 |
|
|
| 103 |
|
|
| (7 | ) |
|
| 129 |
|
Total assets |
|
| 4,360 |
|
|
| 6,454 |
|
|
| 3,586 |
|
|
| (8,720 | ) |
|
| 5,680 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and shareholders' equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank indebtedness |
|
| — |
|
|
| 12 |
|
|
| — |
|
|
| — |
|
|
| 12 |
|
Trade and other payables |
|
| 48 |
|
|
| 391 |
|
|
| 217 |
|
|
| — |
|
|
| 656 |
|
Intercompany accounts |
|
| 136 |
|
|
| 115 |
|
|
| 311 |
|
|
| (562 | ) |
|
| — |
|
Income and other taxes payable |
|
| 16 |
|
|
| — |
|
|
| 6 |
|
|
| — |
|
|
| 22 |
|
Long-term debt due within one year |
|
| 63 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 63 |
|
Total current liabilities |
|
| 263 |
|
|
| 518 |
|
|
| 534 |
|
|
| (562 | ) |
|
| 753 |
|
Long-term debt |
|
| 841 |
|
|
| 299 |
|
|
| 78 |
|
|
| — |
|
|
| 1,218 |
|
Intercompany long-term loans |
|
| 560 |
|
|
| 937 |
|
|
| — |
|
|
| (1,497 | ) |
|
| — |
|
Deferred income taxes and other |
|
| — |
|
|
| 556 |
|
|
| 126 |
|
|
| (7 | ) |
|
| 675 |
|
Other liabilities and deferred credits |
|
| 20 |
|
|
| 168 |
|
|
| 170 |
|
|
| — |
|
|
| 358 |
|
Shareholders' equity |
|
| 2,676 |
|
|
| 3,976 |
|
|
| 2,678 |
|
|
| (6,654 | ) |
|
| 2,676 |
|
Total liabilities and shareholders' equity |
|
| 4,360 |
|
|
| 6,454 |
|
|
| 3,586 |
|
|
| (8,720 | ) |
|
| 5,680 |
|
CONDENSED CONSOLIDATING STATEMENT OF EARNINGS |
| Year ended |
| |||||||||||||||||
AND COMPREHENSIVE INCOME |
| December 31, 2018 |
| |||||||||||||||||
|
|
|
|
|
|
|
|
|
| Non- |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
| Guarantor |
|
| Guarantor |
|
| Consolidating |
|
|
|
|
| |||
|
| Parent |
|
| Subsidiaries |
|
| Subsidiaries |
|
| Adjustments |
|
| Consolidated |
| |||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Sales |
|
| — |
|
|
| 3,961 |
|
|
| 1,732 |
|
|
| (1,128 | ) |
|
| 4,565 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales, excluding depreciation and amortization |
|
| — |
|
|
| 3,437 |
|
|
| 1,329 |
|
|
| (1,128 | ) |
|
| 3,638 |
|
Depreciation and amortization |
|
| — |
|
|
| 181 |
|
|
| 60 |
|
|
| — |
|
|
| 241 |
|
Selling, general and administrative |
|
| 11 |
|
|
| 25 |
|
|
| 256 |
|
|
| — |
|
|
| 292 |
|
Other operating (income) loss, net |
|
| — |
|
|
| (3 | ) |
|
| 2 |
|
|
| — |
|
|
| (1 | ) |
|
|
| 11 |
|
|
| 3,640 |
|
|
| 1,647 |
|
|
| (1,128 | ) |
|
| 4,170 |
|
Operating (loss) income |
|
| (11 | ) |
|
| 321 |
|
|
| 85 |
|
|
| — |
|
|
| 395 |
|
Interest expense (income), net |
|
| 62 |
|
|
| 91 |
|
|
| (91 | ) |
|
| — |
|
|
| 62 |
|
Non-service components of net periodic benefit cost |
|
| — |
|
|
| 1 |
|
|
| (19 | ) |
|
| — |
|
|
| (18 | ) |
(Loss) earnings before income taxes and equity loss |
|
| (73 | ) |
|
| 229 |
|
|
| 195 |
|
|
| — |
|
|
| 351 |
|
Income tax (benefit) expense |
|
| (20 | ) |
|
| 38 |
|
|
| 50 |
|
|
| — |
|
|
| 68 |
|
Equity loss, net of taxes |
|
| — |
|
|
| 1 |
|
|
| 1 |
|
|
| — |
|
|
| 2 |
|
Share in earnings of equity accounted investees |
|
| 336 |
|
|
| 166 |
|
|
| — |
|
|
| (502 | ) |
|
| — |
|
Earnings from continuing operations |
|
| 283 |
|
|
| 356 |
|
|
| 144 |
|
|
| (502 | ) |
|
| 281 |
|
(Loss) earnings from discontinued operations, net of taxes |
|
| — |
|
|
| (20 | ) |
|
| 22 |
|
|
| — |
|
|
| 2 |
|
Net earnings |
|
| 283 |
|
|
| 336 |
|
|
| 166 |
|
|
| (502 | ) |
|
| 283 |
|
Other comprehensive loss |
|
| (131 | ) |
|
| (133 | ) |
|
| (110 | ) |
|
| 243 |
|
|
| (131 | ) |
Comprehensive income |
|
| 152 |
|
|
| 203 |
|
|
| 56 |
|
|
| (259 | ) |
|
| 152 |
|
125118
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE. 25 SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
| Year ended December 31, 2017 |
| |||||||||||||||||
|
|
|
|
|
|
|
|
|
| Non- |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
| Guarantor |
|
| Guarantor |
|
| Consolidating |
|
|
|
|
| |||
|
| Parent |
|
| Subsidiaries |
|
| Subsidiaries |
|
| Adjustments |
|
| Consolidated |
| |||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
| (258 | ) |
|
| (177 | ) |
|
| (133 | ) |
|
| 310 |
|
|
| (258 | ) |
Changes in operating and intercompany assets and liabilities and non-cash items, included in net loss |
|
| 287 |
|
|
| 259 |
|
|
| 471 |
|
|
| (310 | ) |
|
| 707 |
|
Cash flows from operating activities |
|
| 29 |
|
|
| 82 |
|
|
| 338 |
|
|
| — |
|
|
| 449 |
|
Investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to property, plant and equipment |
|
| — |
|
|
| (99 | ) |
|
| (83 | ) |
|
| — |
|
|
| (182 | ) |
Proceeds from disposals of property, plant and equipment |
|
| — |
|
|
| — |
|
|
| 19 |
|
|
| — |
|
|
| 19 |
|
Acquisition of business, net of cash acquired |
|
| — |
|
|
| — |
|
|
| (8 | ) |
|
| — |
|
|
| (8 | ) |
Cash flows used for investing activities |
|
| — |
|
|
| (99 | ) |
|
| (72 | ) |
|
| — |
|
|
| (171 | ) |
Financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend payments |
|
| (104 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (104 | ) |
Net change in bank indebtedness |
|
| — |
|
|
| (12 | ) |
|
| — |
|
|
| — |
|
|
| (12 | ) |
Change in revolving credit facility |
|
| (50 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (50 | ) |
Proceeds from receivables securitization facilities |
|
| — |
|
|
| — |
|
|
| 45 |
|
|
| — |
|
|
| 45 |
|
Repayments of receivables securitization facilities |
|
| — |
|
|
| — |
|
|
| (90 | ) |
|
| — |
|
|
| (90 | ) |
Repayments of long-term debt |
|
| (63 | ) |
|
| — |
|
|
| (1 | ) |
|
| — |
|
|
| (64 | ) |
Increase in long-term advances to related parties |
|
| — |
|
|
| — |
|
|
| (202 | ) |
|
| 202 |
|
|
| — |
|
Decrease in long-term advances to related parties |
|
| 173 |
|
|
| 29 |
|
|
| — |
|
|
| (202 | ) |
|
| — |
|
Other |
|
| 1 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1 |
|
Cash flows (used for) provided from financing activities |
|
| (43 | ) |
|
| 17 |
|
|
| (248 | ) |
|
| — |
|
|
| (274 | ) |
Net (decrease) increase in cash and cash equivalents |
|
| (14 | ) |
|
| — |
|
|
| 18 |
|
|
| — |
|
|
| 4 |
|
Impact of foreign exchange on cash |
|
| — |
|
|
| — |
|
|
| 10 |
|
|
| — |
|
|
| 10 |
|
Cash and cash equivalents at beginning of year |
|
| 17 |
|
|
| 14 |
|
|
| 94 |
|
|
| — |
|
|
| 125 |
|
Cash and cash equivalents at end of year |
|
| 3 |
|
|
| 14 |
|
|
| 122 |
|
|
| — |
|
|
| 139 |
|
CONDENSED CONSOLIDATING BALANCE SHEET |
| December 31, 2020 |
| |||||||||||||||||
|
|
|
|
|
|
|
|
|
| Non- |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
| Guarantor |
|
| Guarantor |
|
| Consolidating |
|
|
|
|
| |||
|
| Parent |
|
| Subsidiaries |
|
| Subsidiaries |
|
| Adjustments |
|
| Consolidated |
| |||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
| 208 |
|
|
| 5 |
|
|
| 96 |
|
|
| — |
|
|
| 309 |
|
Receivables |
|
| — |
|
|
| 65 |
|
|
| 315 |
|
|
| — |
|
|
| 380 |
|
Inventories |
|
| — |
|
|
| 425 |
|
|
| 205 |
|
|
| — |
|
|
| 630 |
|
Prepaid expenses |
|
| 8 |
|
|
| 37 |
|
|
| 5 |
|
|
| — |
|
|
| 50 |
|
Income and other taxes receivable |
|
| 36 |
|
|
| — |
|
|
| 18 |
|
|
| — |
|
|
| 54 |
|
Intercompany accounts |
|
| 759 |
|
|
| 902 |
|
|
| 433 |
|
|
| (2,094 | ) |
|
| — |
|
Assets held for sale |
|
| — |
|
|
| 488 |
|
|
| 648 |
|
|
| (3 | ) |
|
| 1,133 |
|
Total current assets |
|
| 1,011 |
|
|
| 1,922 |
|
|
| 1,720 |
|
|
| (2,097 | ) |
|
| 2,556 |
|
Property, plant and equipment, net |
|
| — |
|
|
| 1,348 |
|
|
| 675 |
|
|
| — |
|
|
| 2,023 |
|
Operating lease right-of-use assets |
|
| — |
|
|
| 48 |
|
|
| 11 |
|
|
| — |
|
|
| 59 |
|
Intangible assets, net |
|
| — |
|
|
| 24 |
|
|
| 5 |
|
|
| — |
|
|
| 29 |
|
Investments in affiliates |
|
| 3,558 |
|
|
| 2,169 |
|
|
| — |
|
|
| (5,727 | ) |
|
| — |
|
Intercompany long-term advances |
|
| 5 |
|
|
| — |
|
|
| 1,157 |
|
|
| (1,162 | ) |
|
| — |
|
Other assets |
|
| 11 |
|
|
| 41 |
|
|
| 143 |
|
|
| (6 | ) |
|
| 189 |
|
Total assets |
|
| 4,585 |
|
|
| 5,552 |
|
|
| 3,711 |
|
|
| (8,992 | ) |
|
| 4,856 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and shareholders' equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables |
|
| 26 |
|
|
| 294 |
|
|
| 167 |
|
|
| (3 | ) |
|
| 484 |
|
Intercompany accounts |
|
| 677 |
|
|
| 491 |
|
|
| 926 |
|
|
| (2,094 | ) |
|
| — |
|
Income and other taxes payable |
|
| 3 |
|
|
| 11 |
|
|
| 1 |
|
|
| — |
|
|
| 15 |
|
Operating lease liabilities due within one year |
|
| — |
|
|
| 15 |
|
|
| 5 |
|
|
| — |
|
|
| 20 |
|
Long-term debt due within one year |
|
| 12 |
|
|
| — |
|
|
| 1 |
|
|
| — |
|
|
| 13 |
|
Liabilities held for sale |
|
| — |
|
|
| 121 |
|
|
| 174 |
|
|
| — |
|
|
| 295 |
|
Total current liabilities |
|
| 718 |
|
|
| 932 |
|
|
| 1,274 |
|
|
| (2,097 | ) |
|
| 827 |
|
Long-term debt |
|
| 1,075 |
|
|
| — |
|
|
| 9 |
|
|
| — |
|
|
| 1,084 |
|
Operating lease liabilities |
|
| — |
|
|
| 44 |
|
|
| 6 |
|
|
| — |
|
|
| 50 |
|
Intercompany long-term loans |
|
| 509 |
|
|
| 653 |
|
|
| — |
|
|
| (1,162 | ) |
|
| — |
|
Deferred income taxes and other |
|
| — |
|
|
| 237 |
|
|
| 90 |
|
|
| (6 | ) |
|
| 321 |
|
Other liabilities and deferred credits |
|
| 23 |
|
|
| 128 |
|
|
| 163 |
|
|
| — |
|
|
| 314 |
|
Shareholders' equity |
|
| 2,260 |
|
|
| 3,558 |
|
|
| 2,169 |
|
|
| (5,727 | ) |
|
| 2,260 |
|
Total liabilities and shareholders' equity |
|
| 4,585 |
|
|
| 5,552 |
|
|
| 3,711 |
|
|
| (8,992 | ) |
|
| 4,856 |
|
126
119
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE. 25 SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
| Year ended December 31, 2016 |
| |||||||||||||||||
|
|
|
|
|
|
|
|
|
| Non- |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
| Guarantor |
|
| Guarantor |
|
| Consolidating |
|
|
|
|
| |||
|
| Parent |
|
| Subsidiaries |
|
| Subsidiaries |
|
| Adjustments |
|
| Consolidated |
| |||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings |
|
| 128 |
|
|
| 168 |
|
|
| 97 |
|
|
| (265 | ) |
|
| 128 |
|
Changes in operating and intercompany assets and liabilities and non-cash items, included in net earnings |
|
| (4,280 | ) |
|
| 4,149 |
|
|
| 203 |
|
|
| 265 |
|
|
| 337 |
|
Cash flows (used for) provided from operating activities |
|
| (4,152 | ) |
|
| 4,317 |
|
|
| 300 |
|
|
| — |
|
|
| 465 |
|
Investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to property, plant and equipment |
|
| — |
|
|
| (265 | ) |
|
| (82 | ) |
|
| — |
|
|
| (347 | ) |
Proceeds from disposals of property, plant and equipment and sale of business |
|
| — |
|
|
| — |
|
|
| 1 |
|
|
| — |
|
|
| 1 |
|
Acquisition of businesses, net of cash acquired |
|
| — |
|
|
| (1 | ) |
|
| (45 | ) |
|
| — |
|
|
| (46 | ) |
Other |
|
| — |
|
|
| — |
|
|
| 1 |
|
|
| — |
|
|
| 1 |
|
Cash flows used for investing activities |
|
| — |
|
|
| (266 | ) |
|
| (125 | ) |
|
| — |
|
|
| (391 | ) |
Financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend payments |
|
| (102 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (102 | ) |
Stock repurchase |
|
| (10 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (10 | ) |
Net change in bank indebtedness |
|
| — |
|
|
| 12 |
|
|
| — |
|
|
| — |
|
|
| 12 |
|
Proceeds from receivables securitization facilities |
|
| — |
|
|
| — |
|
|
| 140 |
|
|
| — |
|
|
| 140 |
|
Repayments of receivables securitization facilities |
|
| — |
|
|
| — |
|
|
| (70 | ) |
|
| — |
|
|
| (70 | ) |
Repayments of long-term debt |
|
| (38 | ) |
|
| (1 | ) |
|
| (1 | ) |
|
| — |
|
|
| (40 | ) |
Increase in long-term advances to related parties |
|
| — |
|
|
| (4,050 | ) |
|
| (223 | ) |
|
| 4,273 |
|
|
| — |
|
Decrease in long-term advances to related parties |
|
| 4,273 |
|
|
| — |
|
|
| — |
|
|
| (4,273 | ) |
|
| — |
|
Other |
|
| (3 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (3 | ) |
Cash flows provided from (used for) financing activities |
|
| 4,120 |
|
|
| (4,039 | ) |
|
| (154 | ) |
|
| — |
|
|
| (73 | ) |
Net (decrease) increase in cash and cash equivalents |
|
| (32 | ) |
|
| 12 |
|
|
| 21 |
|
|
| — |
|
|
| 1 |
|
Impact of foreign exchange on cash |
|
| — |
|
|
| — |
|
|
| (2 | ) |
|
| — |
|
|
| (2 | ) |
Cash and cash equivalents at beginning of year |
|
| 49 |
|
|
| 2 |
|
|
| 75 |
|
|
| — |
|
|
| 126 |
|
Cash and cash equivalents at end of year |
|
| 17 |
|
|
| 14 |
|
|
| 94 |
|
|
| — |
|
|
| 125 |
|
CONDENSED CONSOLIDATING BALANCE SHEET |
| December 31, 2019 |
| |||||||||||||||||
|
|
|
|
|
|
|
|
|
| Non- |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
| Guarantor |
|
| Guarantor |
|
| Consolidating |
|
|
|
|
| |||
|
| Parent |
|
| Subsidiaries |
|
| Subsidiaries |
|
| Adjustments |
|
| Consolidated |
| |||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
| 1 |
|
|
| 11 |
|
|
| 49 |
|
|
| — |
|
|
| 61 |
|
Receivables |
|
| — |
|
|
| 114 |
|
|
| 368 |
|
|
| — |
|
|
| 482 |
|
Inventories |
|
| — |
|
|
| 468 |
|
|
| 195 |
|
|
| — |
|
|
| 663 |
|
Prepaid expenses |
|
| 5 |
|
|
| 14 |
|
|
| 10 |
|
|
| — |
|
|
| 29 |
|
Income and other taxes receivable |
|
| 34 |
|
|
| — |
|
|
| 22 |
|
|
| — |
|
|
| 56 |
|
Intercompany accounts |
|
| 538 |
|
|
| 547 |
|
|
| 237 |
|
|
| (1,322 | ) |
|
| — |
|
Assets held for sale |
|
| — |
|
|
| 110 |
|
|
| 117 |
|
|
| — |
|
|
| 227 |
|
Total current assets |
|
| 578 |
|
|
| 1,264 |
|
|
| 998 |
|
|
| (1,322 | ) |
|
| 1,518 |
|
Property, plant and equipment, net |
|
| — |
|
|
| 1,545 |
|
|
| 678 |
|
|
| — |
|
|
| 2,223 |
|
Operating lease right-of-use assets |
|
| — |
|
|
| 44 |
|
|
| 14 |
|
|
| — |
|
|
| 58 |
|
Intangible assets, net |
|
| — |
|
|
| 25 |
|
|
| 5 |
|
|
| — |
|
|
| 30 |
|
Investments in affiliates |
|
| 3,627 |
|
|
| 2,493 |
|
|
| — |
|
|
| (6,120 | ) |
|
| — |
|
Intercompany long-term advances |
|
| 5 |
|
|
| 1 |
|
|
| 1,482 |
|
|
| (1,488 | ) |
|
| — |
|
Other assets |
|
| 14 |
|
|
| 30 |
|
|
| 130 |
|
|
| (11 | ) |
|
| 163 |
|
Non-current assets held for sale |
|
| — |
|
|
| 383 |
|
|
| 528 |
|
|
| — |
|
|
| 911 |
|
Total assets |
|
| 4,224 |
|
|
| 5,785 |
|
|
| 3,835 |
|
|
| (8,941 | ) |
|
| 4,903 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and shareholders' equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank indebtedness |
|
| — |
|
|
| 9 |
|
|
| — |
|
|
| — |
|
|
| 9 |
|
Trade and other payables |
|
| 57 |
|
|
| 338 |
|
|
| 185 |
|
|
| — |
|
|
| 580 |
|
Intercompany accounts |
|
| 344 |
|
|
| 299 |
|
|
| 679 |
|
|
| (1,322 | ) |
|
| — |
|
Income and other taxes payable |
|
| 1 |
|
|
| 12 |
|
|
| 2 |
|
|
| — |
|
|
| 15 |
|
Operating lease liabilities due within one year |
|
| — |
|
|
| 13 |
|
|
| 5 |
|
|
| — |
|
|
| 18 |
|
Long-term debt due within one year |
|
| — |
|
|
| — |
|
|
| 1 |
|
|
| — |
|
|
| 1 |
|
Liabilities held for sale |
|
| — |
|
|
| 60 |
|
|
| 83 |
|
|
| — |
|
|
| 143 |
|
Total current liabilities |
|
| 402 |
|
|
| 731 |
|
|
| 955 |
|
|
| (1,322 | ) |
|
| 766 |
|
Long-term debt |
|
| 873 |
|
|
| 1 |
|
|
| 63 |
|
|
| — |
|
|
| 937 |
|
Operating lease liabilities |
|
| — |
|
|
| 31 |
|
|
| 9 |
|
|
| — |
|
|
| 40 |
|
Intercompany long-term loans |
|
| 541 |
|
|
| 946 |
|
|
| 1 |
|
|
| (1,488 | ) |
|
| — |
|
Deferred income taxes and other |
|
| — |
|
|
| 277 |
|
|
| 94 |
|
|
| (11 | ) |
|
| 360 |
|
Other liabilities and deferred credits |
|
| 32 |
|
|
| 96 |
|
|
| 141 |
|
|
| — |
|
|
| 269 |
|
Long-term liabilities held for sale |
|
| — |
|
|
| 76 |
|
|
| 79 |
|
|
| — |
|
|
| 155 |
|
Shareholders' equity |
|
| 2,376 |
|
|
| 3,627 |
|
|
| 2,493 |
|
|
| (6,120 | ) |
|
| 2,376 |
|
Total liabilities and shareholders' equity |
|
| 4,224 |
|
|
| 5,785 |
|
|
| 3,835 |
|
|
| (8,941 | ) |
|
| 4,903 |
|
127
120
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 20172020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE. 25 SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED)
CONDENSED CONSOLIDATING STATEMENT OF |
| Year ended |
| |||||||||||||||||||||||||||||||||||||
CASH FLOWS |
| December 31, 2015 |
| |||||||||||||||||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
| Year ended December 31, 2020 |
| |||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non- |
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
| Guarantor |
|
| Guarantor |
|
| Consolidating |
|
|
|
|
|
|
|
|
|
| Guarantor |
|
| Guarantor |
|
| Consolidating |
|
|
|
|
| ||||||
|
| Parent |
|
| Subsidiaries |
|
| Subsidiaries |
|
| Adjustments |
|
| Consolidated |
|
| Parent |
|
| Subsidiaries |
|
| Subsidiaries |
|
| Adjustments |
|
| Consolidated |
| ||||||||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||||||
Operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings |
|
| 142 |
|
|
| 226 |
|
|
| 112 |
|
|
| (338 | ) |
|
| 142 |
| ||||||||||||||||||||
Changes in operating and intercompany assets and liabilities and non-cash items, included in net earnings |
|
| 134 |
|
|
| (250 | ) |
|
| 89 |
|
|
| 338 |
|
|
| 311 |
| ||||||||||||||||||||
Cash flows provided from (used for) operating activities |
|
| 276 |
|
|
| (24 | ) |
|
| 201 |
|
|
| — |
|
|
| 453 |
| ||||||||||||||||||||
Net (loss) earnings |
|
| (127 | ) |
|
| (72 | ) |
|
| 52 |
|
|
| 20 |
|
|
| (127 | ) | ||||||||||||||||||||
Changes in operating and intercompany assets and liabilities and non-cash items, included in net (loss) earnings |
|
| 167 |
|
|
| 107 |
|
|
| 284 |
|
|
| (20 | ) |
|
| 538 |
| ||||||||||||||||||||
Cash flows provided from operating activities |
|
| 40 |
|
|
| 35 |
|
|
| 336 |
|
|
| — |
|
|
| 411 |
| ||||||||||||||||||||
Investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to property, plant and equipment |
|
| — |
|
|
| (210 | ) |
|
| (79 | ) |
|
| — |
|
|
| (289 | ) |
|
| — |
|
|
| (104 | ) |
|
| (71 | ) |
|
| — |
|
|
| (175 | ) |
Proceeds from disposals of property, plant and equipment |
|
| 1 |
|
|
| 7 |
|
|
| 28 |
|
|
| — |
|
|
| 36 |
|
|
| — |
|
|
| 3 |
|
|
| — |
|
|
| — |
|
|
| 3 |
|
Other |
|
| — |
|
|
| — |
|
|
| 9 |
|
|
| — |
|
|
| 9 |
| ||||||||||||||||||||
Acquisition of business, net of cash acquired |
|
| — |
|
|
| — |
|
|
| (30 | ) |
|
| — |
|
|
| (30 | ) | ||||||||||||||||||||
Cash flows provided from (used for) investing activities |
|
| 1 |
|
|
| (203 | ) |
|
| (42 | ) |
|
| — |
|
|
| (244 | ) |
|
| — |
|
|
| (101 | ) |
|
| (101 | ) |
|
| — |
|
|
| (202 | ) |
Financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend payments |
|
| (100 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (100 | ) |
|
| (51 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (51 | ) |
Stock repurchase |
|
| (50 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (50 | ) |
|
| (59 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (59 | ) |
Net change in bank indebtedness |
|
| — |
|
|
| (11 | ) |
|
| — |
|
|
| — |
|
|
| (11 | ) |
|
| — |
|
|
| (10 | ) |
|
| — |
|
|
| — |
|
|
| (10 | ) |
Change of revolving credit facility |
|
| 50 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 50 |
| ||||||||||||||||||||
Change in revolving credit facility |
|
| (80 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (80 | ) | ||||||||||||||||||||
Proceeds from receivables securitization facility |
|
| — |
|
|
| — |
|
|
| 25 |
|
|
| — |
|
|
| 25 |
| ||||||||||||||||||||
Repayments of receivables securitization facility |
|
| — |
|
|
| — |
|
|
| (80 | ) |
|
| — |
|
|
| (80 | ) | ||||||||||||||||||||
Issuance of long-term debt |
|
| — |
|
|
| 300 |
|
|
| — |
|
|
| — |
|
|
| 300 |
|
|
| 300 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 300 |
|
Repayments of long-term debt |
|
| (436 | ) |
|
| (2 | ) |
|
| (1 | ) |
|
| — |
|
|
| (439 | ) |
|
| (6 | ) |
|
| — |
|
|
| (1 | ) |
|
| — |
|
|
| (7 | ) |
Increase in long-term advances to related parties |
|
| — |
|
|
| (75 | ) |
|
| (152 | ) |
|
| 227 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (137 | ) |
|
| 137 |
|
|
| — |
|
Decrease in long-term advances to related parties |
|
| 227 |
|
|
| — |
|
|
| — |
|
|
| (227 | ) |
|
| — |
|
|
| 67 |
|
|
| 70 |
|
|
| — |
|
|
| (137 | ) |
|
| — |
|
Other |
|
| 2 |
|
|
| (1 | ) |
|
| — |
|
|
| — |
|
|
| 1 |
|
|
| (4 | ) |
|
| — |
|
|
| 1 |
|
|
| — |
|
|
| (3 | ) |
Cash flows (used for) provided from financing activities |
|
| (307 | ) |
|
| 211 |
|
|
| (153 | ) |
|
| — |
|
|
| (249 | ) | ||||||||||||||||||||
Net (decrease) increase in cash and cash equivalents |
|
| (30 | ) |
|
| (16 | ) |
|
| 6 |
|
|
| — |
|
|
| (40 | ) | ||||||||||||||||||||
Cash flows provided from (used for) financing activities |
|
| 167 |
|
|
| 60 |
|
|
| (192 | ) |
|
| — |
|
|
| 35 |
| ||||||||||||||||||||
Net increase (decrease) in cash and cash equivalents |
|
| 207 |
|
|
| (6 | ) |
|
| 43 |
|
|
| — |
|
|
| 244 |
| ||||||||||||||||||||
Impact of foreign exchange on cash |
|
| — |
|
|
| — |
|
|
| (8 | ) |
|
| — |
|
|
| (8 | ) |
|
| — |
|
|
| — |
|
|
| 4 |
|
|
| — |
|
|
| 4 |
|
Cash and cash equivalents at beginning of year |
|
| 79 |
|
|
| 18 |
|
|
| 77 |
|
|
| — |
|
|
| 174 |
|
|
| 1 |
|
|
| 11 |
|
|
| 49 |
|
|
| — |
|
|
| 61 |
|
Cash and cash equivalents at end of year |
|
| 49 |
|
|
| 2 |
|
|
| 75 |
|
|
| — |
|
|
| 126 |
|
|
| 208 |
|
|
| 5 |
|
|
| 96 |
|
|
| — |
|
|
| 309 |
|
121
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE. 25 SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
| Year ended December 31, 2019 |
| |||||||||||||||||
|
|
|
|
|
|
|
|
|
| Non- |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
| Guarantor |
|
| Guarantor |
|
| Consolidating |
|
|
|
|
| |||
|
| Parent |
|
| Subsidiaries |
|
| Subsidiaries |
|
| Adjustments |
|
| Consolidated |
| |||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings |
|
| 84 |
|
|
| 146 |
|
|
| 121 |
|
|
| (267 | ) |
|
| 84 |
|
Changes in operating and intercompany assets and liabilities and non-cash items, included in net earnings |
|
| 32 |
|
|
| (93 | ) |
|
| 152 |
|
|
| 267 |
|
|
| 358 |
|
Cash flows provided from operating activities |
|
| 116 |
|
|
| 53 |
|
|
| 273 |
|
|
| — |
|
|
| 442 |
|
Investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to property, plant and equipment |
|
| — |
|
|
| (137 | ) |
|
| (118 | ) |
|
| — |
|
|
| (255 | ) |
Proceeds from disposals of property, plant and equipment |
|
| — |
|
|
| 1 |
|
|
| — |
|
|
| — |
|
|
| 1 |
|
Cash flows used for investing activities |
|
| — |
|
|
| (136 | ) |
|
| (118 | ) |
|
| — |
|
|
| (254 | ) |
Financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend payments |
|
| (110 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (110 | ) |
Stock repurchase |
|
| (219 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (219 | ) |
Net change in bank indebtedness |
|
| — |
|
|
| 9 |
|
|
| — |
|
|
| — |
|
|
| 9 |
|
Change in revolving credit facility |
|
| 80 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 80 |
|
Proceeds from receivables securitization facility |
|
| — |
|
|
| — |
|
|
| 205 |
|
|
| — |
|
|
| 205 |
|
Repayments of receivables securitization facility |
|
| — |
|
|
| — |
|
|
| (200 | ) |
|
| — |
|
|
| (200 | ) |
Repayments of long-term debt |
|
| — |
|
|
| — |
|
|
| (1 | ) |
|
| — |
|
|
| (1 | ) |
Increase in long-term advances to related parties |
|
| — |
|
|
| — |
|
|
| (220 | ) |
|
| 220 |
|
|
| — |
|
Decrease in long-term advances to related parties |
|
| 135 |
|
|
| 85 |
|
|
| — |
|
|
| (220 | ) |
|
| — |
|
Other |
|
| (1 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (1 | ) |
Cash flows (used for) provided from financing activities |
|
| (115 | ) |
|
| 94 |
|
|
| (216 | ) |
|
| — |
|
|
| (237 | ) |
Net increase (decrease) in cash and cash equivalents |
|
| 1 |
|
|
| 11 |
|
|
| (61 | ) |
|
| — |
|
|
| (49 | ) |
Impact of foreign exchange on cash |
|
| — |
|
|
| — |
|
|
| (1 | ) |
|
| — |
|
|
| (1 | ) |
Cash and cash equivalents at beginning of year |
|
| — |
|
|
| — |
|
|
| 111 |
|
|
| — |
|
|
| 111 |
|
Cash and cash equivalents at end of year |
|
| 1 |
|
|
| 11 |
|
|
| 49 |
|
|
| — |
|
|
| 61 |
|
122
DOMTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
NOTE. 25 SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
| Year ended December 31, 2018 |
| |||||||||||||||||
|
|
|
|
|
|
|
|
|
| Non- |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
| Guarantor |
|
| Guarantor |
|
| Consolidating |
|
|
|
|
| |||
|
| Parent |
|
| Subsidiaries |
|
| Subsidiaries |
|
| Adjustments |
|
| Consolidated |
| |||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings |
|
| 283 |
|
|
| 336 |
|
|
| 166 |
|
|
| (502 | ) |
|
| 283 |
|
Changes in operating and intercompany assets and liabilities and non-cash items, included in net earnings |
|
| (557 | ) |
|
| 434 |
|
|
| (108 | ) |
|
| 502 |
|
|
| 271 |
|
Cash flows (used for) provided from operating activities |
|
| (274 | ) |
|
| 770 |
|
|
| 58 |
|
|
| — |
|
|
| 554 |
|
Investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to property, plant and equipment |
|
| — |
|
|
| (142 | ) |
|
| (53 | ) |
|
| — |
|
|
| (195 | ) |
Proceeds from disposals of property, plant and equipment |
|
| — |
|
|
| 1 |
|
|
| 4 |
|
|
| — |
|
|
| 5 |
|
Other |
|
| — |
|
|
| (2 | ) |
|
| (4 | ) |
|
| — |
|
|
| (6 | ) |
Cash flows used for investing activities |
|
| — |
|
|
| (143 | ) |
|
| (53 | ) |
|
| — |
|
|
| (196 | ) |
Financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend payments |
|
| (108 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (108 | ) |
Proceeds from receivables securitization facility |
|
| — |
|
|
| — |
|
|
| 85 |
|
|
| — |
|
|
| 85 |
|
Repayments of receivables securitization facility |
|
| — |
|
|
| — |
|
|
| (60 | ) |
|
| — |
|
|
| (60 | ) |
Repayments of long-term debt |
|
| — |
|
|
| (300 | ) |
|
| (1 | ) |
|
| — |
|
|
| (301 | ) |
Increase in long-term advances to related parties |
|
| — |
|
|
| (341 | ) |
|
| (36 | ) |
|
| 377 |
|
|
| — |
|
Decrease in long-term advances to related parties |
|
| 377 |
|
|
| — |
|
|
| — |
|
|
| (377 | ) |
|
| — |
|
Other |
|
| 2 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2 |
|
Cash flows provided from (used for) financing activities |
|
| 271 |
|
|
| (641 | ) |
|
| (12 | ) |
|
| — |
|
|
| (382 | ) |
Net decrease in cash and cash equivalents |
|
| (3 | ) |
|
| (14 | ) |
|
| (7 | ) |
|
| — |
|
|
| (24 | ) |
Impact of foreign exchange on cash |
|
| — |
|
|
| — |
|
|
| (4 | ) |
|
| — |
|
|
| (4 | ) |
Cash and cash equivalents at beginning of year |
|
| 3 |
|
|
| 14 |
|
|
| 122 |
|
|
| — |
|
|
| 139 |
|
Cash and cash equivalents at end of year |
|
| — |
|
|
| — |
|
|
| 111 |
|
|
| — |
|
|
| 111 |
|
Interim Financial Results (Unaudited)
(inIn millions of dollars, unless otherwise noted)
2017 |
| 1st Quarter |
|
| 2nd Quarter |
|
| 3rd Quarter |
|
| 4th Quarter |
|
| Year |
| |||||||||||||||||||||||||
2020 |
| 1st Quarter |
|
| 2nd Quarter |
|
| 3rd Quarter |
|
| 4th Quarter |
|
| Year |
| |||||||||||||||||||||||||
Sales |
| $ | 1,304 |
|
| $ | 1,224 |
|
| $ | 1,292 |
|
| $ | 1,337 |
|
| $ | 5,157 |
|
| $ | 1,031 |
|
| $ | 802 |
|
| $ | 899 |
|
| $ | 920 |
|
| $ | 3,652 |
|
Operating income (loss) |
|
| 42 |
|
|
| 64 |
|
|
| 89 |
| (a) |
| (512 | ) | (b) |
| (317 | ) | ||||||||||||||||||||
Earnings (loss) before income taxes |
|
| 25 |
|
|
| 47 |
|
|
| 73 |
|
|
| (528 | ) |
|
| (383 | ) | ||||||||||||||||||||
Operating loss |
|
| (1 | ) |
|
| (4 | ) | (a) |
| (152 | ) | (b) |
| (20 | ) | (c) |
| (177 | ) | ||||||||||||||||||||
Loss before income taxes and equity loss |
|
| (11 | ) |
|
| (14 | ) |
|
| (162 | ) |
|
| (31 | ) |
|
| (218 | ) | ||||||||||||||||||||
Loss from continuing operations |
|
| (15 | ) |
|
| (3 | ) |
|
| (111 | ) |
|
| (16 | ) |
|
| (145 | ) | ||||||||||||||||||||
Earnings (loss) from discontinued operations, net of taxes |
|
| 20 |
|
|
| 22 |
|
|
| 19 |
|
|
| (43 | ) |
|
| 18 |
| ||||||||||||||||||||
Net earnings (loss) |
|
| 20 |
|
|
| 38 |
|
|
| 70 |
|
|
| (386 | ) | (g) |
| (258 | ) |
|
| 5 |
|
|
| 19 |
|
|
| (92 | ) |
|
| (59 | ) |
|
| (127 | ) |
Basic net earnings (loss) per common share |
|
| 0.32 |
|
|
| 0.61 |
|
|
| 1.12 |
|
|
| (6.16 | ) |
|
| (4.11 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations |
|
| (0.27 | ) |
|
| (0.05 | ) |
|
| (2.01 | ) |
|
| (0.29 | ) |
|
| (2.62 | ) | ||||||||||||||||||||
Earnings (loss) from discontinued operations |
|
| 0.36 |
|
|
| 0.39 |
|
|
| 0.34 |
|
|
| (0.78 | ) |
|
| 0.33 |
| ||||||||||||||||||||
Basic net earnings (loss) per common share |
|
| 0.09 |
|
|
| 0.34 |
|
|
| (1.67 | ) |
|
| (1.07 | ) |
|
| (2.29 | ) | ||||||||||||||||||||
Diluted net earnings (loss) per common share |
|
| 0.32 |
|
|
| 0.61 |
|
|
| 1.11 |
|
|
| (6.16 | ) |
|
| (4.11 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations |
|
| (0.27 | ) |
|
| (0.05 | ) |
|
| (2.01 | ) |
|
| (0.29 | ) |
|
| (2.62 | ) | ||||||||||||||||||||
Earnings (loss) from discontinued operations |
|
| 0.36 |
|
|
| 0.39 |
|
|
| 0.34 |
|
|
| (0.78 | ) |
|
| 0.33 |
| ||||||||||||||||||||
Diluted net earnings (loss) per common share |
|
| 0.09 |
|
|
| 0.34 |
|
|
| (1.67 | ) |
|
| (1.07 | ) |
|
| (2.29 | ) |
2016 |
| 1st Quarter |
|
| 2nd Quarter |
|
| 3rd Quarter |
|
| 4th Quarter |
|
| Year |
| |||||
Sales |
| $ | 1,287 |
|
| $ | 1,267 |
|
| $ | 1,270 |
|
| $ | 1,274 |
|
| $ | 5,098 |
|
Operating income |
|
| 18 |
| (c) |
| 39 |
| (d) |
| 92 |
| (e) |
| 74 |
| (f) |
| 223 |
|
Earnings before income taxes |
|
| 1 |
|
|
| 24 |
|
|
| 75 |
|
|
| 57 |
|
|
| 157 |
|
Net earnings |
|
| 4 |
|
|
| 18 |
|
|
| 59 |
|
|
| 47 |
|
|
| 128 |
|
Basic net earnings per common share |
|
| 0.06 |
|
|
| 0.29 |
|
|
| 0.94 |
|
|
| 0.75 |
|
|
| 2.04 |
|
Diluted net earnings per common share |
|
| 0.06 |
|
|
| 0.29 |
|
|
| 0.94 |
|
|
| 0.75 |
|
|
| 2.04 |
|
2019 |
| 1st Quarter |
|
| 2nd Quarter |
|
| 3rd Quarter |
|
| 4th Quarter |
|
| Year |
| |||||
Sales |
| $ | 1,157 |
|
| $ | 1,106 |
|
| $ | 1,079 |
|
| $ | 1,027 |
|
| $ | 4,369 |
|
Operating income (loss) |
|
| 123 |
|
|
| 52 |
|
|
| 27 |
| (d) |
| (23 | ) | (e) |
| 179 |
|
Earnings (loss) before income taxes and equity loss |
|
| 113 |
|
|
| 41 |
|
|
| 17 |
|
|
| (67 | ) | (f) |
| 104 |
|
Earnings (loss) from continuing operations |
|
| 83 |
|
|
| 31 |
|
|
| 15 |
|
|
| (44 | ) |
|
| 85 |
|
(Loss) earnings from discontinued operations, net of taxes |
|
| (3 | ) |
|
| (13 | ) |
|
| 5 |
|
|
| 10 |
|
|
| (1 | ) |
Net earnings (loss) |
|
| 80 |
|
|
| 18 |
|
|
| 20 |
|
|
| (34 | ) |
|
| 84 |
|
Basic net earnings (loss) per common share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations |
|
| 1.32 |
|
|
| 0.50 |
|
|
| 0.25 |
|
|
| (0.76 | ) |
|
| 1.39 |
|
(Loss) earnings from discontinued operations |
|
| (0.05 | ) |
|
| (0.21 | ) |
|
| 0.08 |
|
|
| 0.17 |
|
|
| (0.02 | ) |
Basic net earnings (loss) per common share |
|
| 1.27 |
|
|
| 0.29 |
|
|
| 0.33 |
|
|
| (0.59 | ) |
|
| 1.37 |
|
Diluted net earnings (loss) per common share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations |
|
| 1.32 |
|
|
| 0.49 |
|
|
| 0.24 |
|
|
| (0.76 | ) |
|
| 1.39 |
|
(Loss) earnings from discontinued operations |
|
| (0.05 | ) |
|
| (0.21 | ) |
|
| 0.08 |
|
|
| 0.17 |
|
|
| (0.02 | ) |
Diluted net earnings (loss) per common share |
|
| 1.27 |
|
|
| 0.28 |
|
|
| 0.32 |
|
|
| (0.59 | ) |
|
| 1.37 |
|
(a) | The operating loss for the second Quarter of 2020 included closure and restructuring costs of $1 million. |
(b) | The operating loss for the third Quarter of 2020 included closure and restructuring costs of $68 million and impairment of long-lived assets of $111 million. |
(c) | The operating loss for the fourth Quarter of 2020 included closure and restructuring costs of $30 million and impairment of long-lived assets of $25 million. |
(d) | The operating income for the third Quarter of |
The Company also recorded a gain on disposal of property, plant and equipment of $4 million related to our Pulp and Paper segment.
| The operating loss for the fourth Quarter of |
The Company also recorded a gain on disposal of property, plant and equipment of $9 million related to our Corporate segment.
|
|
The Company also incurred an additional $21 million of accelerated depreciation at its Ashdown, Arkansas mill, as part of the conversion to the fluff pulp line.
| The |
|
|
The Company also incurred $5 million of closure and restructuring costs and an additional $5 million of accelerated depreciation at its Ashdown, Arkansas mill, as part of the conversion to the fluff pulp line.
|
|
|
|
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTSACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
The Company has nothing to report under this item.
ITEM 9A. 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 December 31, 2017,2020, 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 at December 31, 2017,2020, our disclosure controls and procedures were effective.
Management’s Report on Internal Control over Financial Reporting
ManagementThe information called for by this item is responsible for establishingincorporated herein by reference to “Management’s Report on Internal Control Over Financial Reporting”, and maintaining adequatethe attestation regarding internal controlcontrols over financial reporting for the Company. In order to evaluate the effectiveness of internal control over financial reporting, management has conducted an assessment, including testing, using the criteria establishedincluded in the 2013 Internal Control – Integrated Framework, issued by the Committee“Report of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposesIndependent Registered Public Accounting Firm” included in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Based on its assessment, management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 2017, based on criteria established in the 2013 Internal Control – Integrated Framework issued by the COSO.
The effectiveness of the Company’s internal control over financial reporting as at December 31, 2017 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included under Item 8 Financial Statements and Supplementary Data.of this Report.
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 fourth quarter ended December 31, 2017.2020.
The Company has nothing to report under this item.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information included under the captions “Governance of the Corporation”, and “Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” in our Proxy Statement for the 20182021 Annual Meeting of Stockholders, to be filed on or about March 31, 2018,25, 2021, is incorporated herein by reference.
Information regarding our executive officers is presented in Item 1, Business, under the caption “Our Executive Officers”.
ITEM 11. EXECUTIVE COMPENSATION
The information appearing under the caption “Compensation Discussion and Analysis”, “Executive Compensation” and “Director Compensation” in our Proxy Statement for the 20182021 Annual Meeting of Stockholders, to be filed on or about March 31, 2018,25, 2021, is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information appearing under the caption “Security Ownership of Certain Beneficial Owners, Directors and Officers” in our Proxy Statement for the 20182021 Annual Meeting of Stockholders, to be filed on or about March 31, 2018,25, 2021, is incorporated herein by reference.
The following table sets forth the number of shares of our stock reserved for issuance under our equity compensation plans as of December 31, 2017:2020:
|
|
|
|
|
|
|
|
|
|
| Number of securities remaining |
|
|
|
|
|
|
|
|
|
|
|
| Number of securities remaining |
| ||||||||||
|
| Number of securities to |
|
|
|
|
|
|
| available for future issuance under |
|
|
| Number of securities to |
|
|
|
|
|
|
| available for future issuance under |
| ||||||||||||
|
| be issued upon exercise |
|
|
|
|
|
|
| equity compensation |
|
|
| be issued upon exercise |
|
|
| Weighted average exercise price |
|
|
| equity compensation |
| ||||||||||||
|
| of outstanding options, |
|
|
| Weighted average exercise price of outstanding |
|
|
| plans (excluding securities reflected |
|
|
| of outstanding options, |
|
|
| of outstanding |
|
|
| plans (excluding securities reflected |
| ||||||||||||
Plan Category |
| warrants and rights (#) |
|
|
|
| options, warrants and rights ($) |
|
|
|
| in column (a) (#) |
|
|
|
|
| warrants and rights (#) |
|
|
|
| options, warrants and rights ($) |
|
|
|
| in column (a) (#) |
| ||||||
|
| (a) |
|
|
| (b) |
|
|
| (c) |
|
|
| (a) |
|
|
| (b) |
|
|
| (c) |
| ||||||||||||
Equity compensation plans approved by security holders |
|
| 1,670,374 |
| (1 | ) | $ | 44.46 |
| (2 | ) |
| 1,541,838 |
| (3 | ) |
|
| 1,622,535 |
|
| (1 | ) | $ | 47.07 |
|
| (2 | ) |
| 872,136 |
| |||
Equity compensation plans not approved by security holders |
| N/A |
|
|
| N/A |
|
|
| N/A |
|
|
| N/A |
|
|
| N/A |
|
|
| N/A |
| ||||||||||||
Total |
|
| 1,670,374 |
|
|
| $ | 44.46 |
|
|
|
| 1,541,838 |
|
|
|
| 1,622,535 |
|
|
| $ | 47.07 |
|
|
|
| 872,136 |
|
(1) | Represents the total number of shares associated with options, restricted stock units ("RSUs"), performance share units ("PSUs"), deferred share units ("DSUs") and dividends equivalent units ("DEUs") outstanding as of December 31, |
(2) | Represents the weighted average exercise price of options disclosed in column (a). |
(3) | Represents the number of shares remaining available for issuance in settlement of future awards under the Omnibus Incentive Plan. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information appearing under the captions “Governance of the Corporation – Board Independence and Other Determinations” in our Proxy Statement for the 20182021 Annual Meeting of Stockholders is incorporated herein by reference.
ITEM 14. PRINCIPLEPRINCIPAL ACCOUNTANT FEES AND SERVICES
The information appearing under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm” and “Independent Registered Public Accounting Firm Fees” in our Proxy Statement for the 20182021 Annual Meeting of Stockholders is incorporated herein by reference.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) | 1. Financial Statements – See Item 8, Financial Statements and Supplementary Data. |
2. Schedule II – Valuation and Qualifying Accounts
All other schedules are omitted as the information required is either included elsewhere in the consolidated financial statements in Item 8, Financial Statements and Supplementary Data – or is not applicable.
3. Exhibits:
|
|
|
| Incorporated by reference to: | ||
Exhibit Number |
| Exhibit Description |
| Form | Exhibit | Filing Date |
|
|
|
|
|
|
|
3.1 |
|
| 10-Q | 3.1 | 08/08/2008 | |
|
|
|
|
|
|
|
3.2 |
| Certificate of Amendment of the Amended and Restated Certificate of Incorporation |
| 8-K | 3.1 | 06/08/2009 |
|
|
|
|
|
|
|
3.3 |
|
| 8-K | 3.1 | 02/24/2016 | |
|
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|
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|
|
|
4.1 |
|
| S-4 | 4.1 | 10/16/2007 | |
|
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|
4.2 |
|
| 8-K | 4.1 | 02/21/2008 | |
|
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|
|
|
4.3 |
|
| 10-Q | 4.1 | 11/04/2011 | |
|
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|
4.4 |
|
| 8-K | 4.1 | 03/16/2012 | |
|
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|
4.5 |
|
| S-3 | 4.8 | 08/20/2012 | |
|
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|
4.6 |
|
| 8-K | 4.1 | 08/23/2012 | |
|
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|
4.7 |
|
| S-3ASR | 4.10 | 10/01/2013 | |
|
|
|
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|
4.8 |
|
| 8-K | 4.1 | 11/26/2013 |
|
|
|
| Incorporated by reference to: | ||
Exhibit Number |
| Exhibit Description |
| Form | Exhibit | Filing Date |
|
|
|
|
|
|
|
2.1 |
|
| 8-K | 2.1 | 01/08/2021 | |
|
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|
|
3.1 |
|
| 10-Q | 3.1 | 08/08/2008 | |
|
|
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|
3.2 |
| Certificate of Amendment of the Amended and Restated Certificate of Incorporation |
| 8-K | 3.1 | 06/08/2009 |
|
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|
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|
|
3.3 |
|
| 8-K | 3.1 | 02/24/2016 | |
|
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|
4.1 |
|
| 8-K | 4.1 | 02/21/2008 | |
|
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|
4.2 |
|
| 8-K | 4.1 | 03/16/2012 | |
|
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|
4.3 |
|
| S-3 | 4.8 | 08/20/2012 | |
|
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|
4.4 |
|
| 8-K | 4.1 | 08/23/2012 | |
|
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|
4.5 |
|
| 8-K | 4.1 | 11/26/2013 | |
|
|
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|
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|
4.6 |
|
| 10-Q | 10.1 | 05/08/2020 | |
|
|
|
|
|
|
|
4.7 |
| Third Amended and Restated Credit Agreement dated as of August 22, 2018 |
| 10-Q | 10.1 | 11/08/2018 |
|
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|
|
10.1* |
|
| 10-K | 10.30 | 02/27/2009 | |
|
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|
10.2* |
|
| 8-K | 10.1 | 05/24/2007 | |
|
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|
| Incorporated by reference to: | ||
Exhibit Number |
| Exhibit Description |
| Form | Exhibit | Filing Date |
|
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|
4.9 |
|
|
| 10-Q | 4.1 | 05/05/2017 |
10.1* |
|
| 10-K | 10.29 | 02/27/2009 | |
|
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|
10.2* |
|
| 10-K | 10.30 | 02/27/2009 | |
|
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|
10.3* |
|
| 8-K | 10.1 | 05/24/2007 | |
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10.4* |
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| |
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10.5* |
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| |
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10.6* |
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| |
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10.7* |
|
| 10-K | 10.7 | 02/24/2017 | |
|
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|
10.8* |
| Amended and Restated DB SERP for Management Committee Members of Domtar |
| 10-Q | 10.1 | 08/04/2017 |
|
|
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|
|
|
10.9* |
| Amended and Restated DC SERP for Designated Executives of Domtar |
| 10-Q | 10.2 | 08/04/2017 |
|
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|
10.10* |
|
| 10-K | 10.50 | 02/27/2009 | |
|
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10.11 |
|
| 10-Q | 2.1 | 11/04/2011 | |
|
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10.12 |
| Amended and Restated Domtar Corporation 2007 Omnibus Incentive Plan |
| DEF 14A | Annex B | 03/31/2017 |
|
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10.13 |
| Domtar Corporation Annual Incentive Plan for members of the Management Committee |
| DEF 14A | Annex A | 03/31/2017 |
|
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|
10.14* |
|
| 10-K | 10.48 | 02/28/2013 | |
|
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10.15* |
| Amended and Restated Supplementary Pension Plan for Designated Managers of Domtar Inc. |
| 10-Q | 10.3 | 08/04/2017 |
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10.16* |
| Amended and Restated Employment Agreement of Mr. John D. Williams |
| 10-Q | 10.1 | 08/02/2013 |
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10.17* |
| Amended and Restated DC SERP for Designated Executives of Domtar Personal Care |
| 10-Q | 10.4 | 08/04/2017 |
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10.18* |
|
| 10-Q | 10.1 | 08/01/2014 | |
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10.19 |
|
| 10-Q | 10.1 | 08/06/2015 | |
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|
Incorporated by reference to: | ||||||
Exhibit Number | Exhibit Description | Form | Exhibit | Filing Date | ||
10.3* | 10-K | 10.4 | 02/22/2019 | |||
10.4* | ||||||
10.5* | ||||||
10.6* | Amended and Restated Severance Program for Management Committee Members | |||||
10.7* | Amended and Restated DB SERP for Management Committee Members of Domtar | |||||
10.8* | Amended and Restated DC SERP for Designated Executives of Domtar | 10-K | 10.8 | 02/25/2020 | ||
10.9* | 10-K | 10.50 | 02/27/2009 | |||
10.10* | Amended and Restated Domtar Corporation 2007 Omnibus Incentive Plan | |||||
10.11* | Domtar Corporation Annual Incentive Plan for Members of the Management Committee | |||||
10.12* | 10-K | 10.48 | 02/28/2013 | |||
10.13* | Amended and Restated Supplementary Pension Plan for Designated Managers of Domtar Inc. | 10-Q | 10.3 | 08/04/2017 | ||
10.14* | Amended and Restated Employment Agreement of Mr. John D. Williams | 10-Q | 10.1 | 08/02/2013 | ||
10.15* | ||||||
10.16* | Separation Agreement of employment with Domtar of Mr. Michael D. Garcia | |||||
24.1 | ||||||
31.1 | ||||||
31.2 | ||||||
32.1 | ||||||
32.2 | ||||||
101.INS | XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||
101.SCH | Inline XBRL Taxonomy Extension Schema | |||||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | |||||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | |||||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase |
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|
| Incorporated by reference to: | ||
Exhibit Number |
| Exhibit Description |
| Form | Exhibit | Filing Date |
|
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|
| 10-Q | 10.1 | 11/03/2016 | ||
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12.1 |
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21 |
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23 |
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24.1 |
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31.1 |
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31.2 |
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32.1 |
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32.2 |
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| |
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101.INS |
| XBRL Instance Document |
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101.SCH |
| XBRL Taxonomy Extension Schema |
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101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase |
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101.DEF |
| XBRL Taxonomy Extension Definition Linkbase |
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101.LAB |
| XBRL Taxonomy Extension Label Linkbase |
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101.PRE |
| XBRL Extension Presentation Linkbase |
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|
Incorporated by reference to: | ||||||
Exhibit Number | Exhibit Description | Form | Exhibit | Filing Date | ||
101.PRE | Inline XBRL Extension Presentation Linkbase | |||||
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
* | Indicates management contract or compensatory arrangement |
(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
For the three years ended:
|
| Balance at |
|
| Charged to |
|
| (Deductions) from / Additions to |
|
| Balance at end |
| ||||
|
| beginnings of year |
|
| income |
|
| reserve |
|
| of year |
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Allowances deducted from related asset accounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Doubtful accounts - Accounts receivable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017 |
|
| 7 |
|
|
| 1 |
|
|
| (1 | ) |
|
| 7 |
|
2016 |
|
| 6 |
|
|
| — |
|
|
| 1 |
|
|
| 7 |
|
2015 |
|
| 6 |
|
|
| 5 |
|
|
| (5 | ) |
|
| 6 |
|
|
| Balance at |
|
| Charged to |
|
| Deductions from |
|
| Balance at end |
| ||||
|
| beginning of year |
|
| income |
|
| reserve |
|
| of year |
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Allowances deducted from related asset accounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Doubtful accounts - Accounts receivable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
| 4 |
|
|
| 4 |
|
|
| (2 | ) |
|
| 6 |
|
2019 |
|
| 3 |
|
|
| 1 |
|
|
| — |
|
|
| 4 |
|
2018 |
|
| 4 |
|
|
| 2 |
|
|
| (3 | ) |
|
| 3 |
|
|
| Balance at |
|
| Charged to |
|
| Deductions from |
|
| Balance at end |
| ||||
|
| beginnings of year |
|
| income |
|
| reserve |
|
| of year |
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Valuation Allowance on Deferred Tax Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017 |
|
| 22 |
|
|
| 3 |
|
|
| — |
|
|
| 25 |
|
2016 |
|
| 23 |
|
|
| (1 | ) |
|
| — |
|
|
| 22 |
|
2015 |
|
| 25 |
|
|
| (1 | ) |
|
| (1 | ) |
|
| 23 |
|
|
| Balance at |
|
| Charged to |
|
| Deductions from |
|
| Balance at end |
| ||||
|
| beginning of year |
|
| income |
|
| reserve |
|
| of year |
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Valuation Allowance on Deferred Tax Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
| 17 |
|
|
| 47 |
|
|
| — |
|
|
| 64 |
|
2019 |
|
| 12 |
|
|
| 5 |
|
|
| — |
|
|
| 17 |
|
2018 |
|
| 12 |
|
|
| — |
|
|
| — |
|
|
| 12 |
|
None.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Fort Mill, South Carolina, United States, on February 23, 2018March 1, 2021
| DOMTAR CORPORATION | |
|
|
|
by |
| /s/ John D. Williams |
Name: |
| John D. Williams |
Title: |
| President and Chief Executive Officer |
We, the undersigned directors and officers of Domtar Corporation, hereby severally constitute Zygmunt Jablonski and Razvan L. Theodoru, and each of them singly, our true and lawful attorneys with full power to them and each of them to sign for us, in our names in the capacities indicated below, any and all amendments to this Annual Report on Form 10-K filed with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature |
| Title |
| Date | |
|
|
|
|
| |
/s/ John D. Williams |
| President and Chief Executive Officer (Principal Executive Officer) and Director |
|
| |
John D. Williams |
|
|
| ||
|
|
|
|
| |
/s/ Daniel Buron |
|
|
|
| |
Daniel Buron |
| Officer (Principal Financial Officer and | |||
Principal Accounting Officer) |
|
| |||
|
|
|
|
| |
/s/Giannella Alvarez |
| Director |
|
| |
Giannella Alvarez |
|
|
|
| |
|
|
|
|
| |
/s/ Robert E. Apple |
| Director |
|
| |
Robert E. Apple |
|
|
|
| |
|
|
|
|
| |
/s/ David J. Illingworth |
| Director |
|
| |
David J. Illingworth |
|
|
|
| |
|
|
|
|
| |
/s/ Brian M. Levitt |
| Director |
|
| |
Brian M. Levitt |
|
|
|
| |
|
|
|
|
| |
/s/ David G. Maffucci |
| Director |
|
| |
David G. Maffucci |
|
|
|
| |
|
|
|
|
| |
/s/ Pamela B. Strobel |
| Director |
|
| |
Pamela B. Strobel |
|
|
|
| |
|
|
|
|
| |
/s/ Denis Turcotte |
| Director |
|
| |
Denis Turcotte |
|
|
|
| |
|
|
|
|
| |
/s/ Mary A. Winston |
| Director |
|
| |
Mary A. Winston |
|
|
|
|
137132