UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


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

For the quarterly period ended ~~September~~March 3031, ~~2023~~2024


☐	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
Delaware(State or other jurisdiction of incorporation or organization)		20-5901152(I.R.S. Employer Identification No.)
(State of Incorporation)		(I.R.S. EmployerIdentification No.)
395 de Maisonneuve Blvd. WestMontreal, Quebec, Canada H3A 1L6(514) 848-5555		234 Kingsley Park DriveFort Mill, SC 29715 (803) 802-7500

~~234~~(Address ~~Kingsley~~of ~~Park~~principal ~~Drive~~executive offices, ~~Fort~~zip ~~Mill~~code, SCtelephone ~~29715~~number)

(Address of principal executive offices)

(zip code)

(803) 802-7500

(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation ST (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ NO ☐ *

*The Registrant is a voluntary filer and not subject to the filing requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934. Although not subject to these filing requirements, the Registrant has filed all reports that would have been required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months had the Registrant been subject to such requirements.

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.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

There are no longer publicly traded common shares of Domtar Corporation.

DOMTAR CORPORATION

FORM 10-Q

For the Quarterly Period Ended ~~September~~March 3031, ~~2023~~2024

INDEX

PART I	FINANCIAL INFORMATION	3
ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)	3
	CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) AND COMPREHENSIVE INCOME (LOSS)	3
	CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME (LOSS)	3
	CONSOLIDATED BALANCE SHEETS	4
	CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY	5
	CONSOLIDATED STATEMENTS OF CASH FLOWS	76
	INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	87
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	98
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	4140
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	5553
ITEM 4.	CONTROLS AND PROCEDURES	5653
PART II	OTHER INFORMATION	5754
ITEM 1.	LEGAL PROCEEDINGS	5754
ITEM 1A.	RISK FACTORS	5754
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	6854
ITEM 3.	DEFAULT UPON SENIOR SECURITIES	6854
ITEM 4.	MINE SAFETY DISCLOSURES	6854
ITEM 5.	OTHER INFORMATION	6854
ITEM 6.	EXHIBITS	6955

PART I: FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS (UNAUDITED)

DOMTAR CORPORATION

CONSOLIDATED STATEMENTS OF EARNINGS ~~(LOSS)~~ AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED, IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

	For the three months ended						~~For the nine months ended~~
	September 30,			September 30,			September 30,			September 30,
	March 31,			March 31,
	2023			2022 (1)			2023			2022 (1)
	2024			2023 (1)
	$			$			$			$
Sales		1,~~634~~786			1,~~340~~595			~~4,787~~			~~3,559~~
Operating expenses
Cost of sales, excluding depreciation and amortization		1,~~451~~545			~~952~~1,286			~~4,051~~			~~2,765~~
Depreciation and amortization		7784			6462			~~217~~			~~196~~
Selling, general and administrative		~~101~~103			7389			~~279~~			~~220~~
Impairment of long-lived assets (NOTE 10)		9—			—19			9			—
Closure and restructuring costs (NOTE 10)		5411			—7			54			—
Asset conversion costs (NOTE 10)		—			2030			63			45
Transaction costs (NOTE 3)		4—			1056			67			16
Other operating income, net		(616	)		(52	)		(7	)		(7	)
		1,690			1,114			4,733			3,235
		1,727			1,547
Operating (loss) income from continuing operations		(56	)		226			54			324
Operating income from continuing operations		59			48
Interest expense, net		6159			2249			~~164~~			67
Non-service components of net periodic benefit cost (NOTE 6)		(25	)		(64	)		~~(10~~	)		~~(32~~	)
(Loss) earnings before income taxes		(115	)		210			(100	)		289
Earnings before income taxes		5			3
Income tax expense (benefit) (NOTE 7)		355			48(56	)		~~(30~~	)		67
(Loss) earnings from continuing operations		(150	)		162			(70	)		222
Earnings from continuing operations		—			59
Earnings from discontinued operations, net of taxes (NOTE 4)		—			—2			13			18
Net (loss) earnings		(150	)		162			(57	)		240
Net earnings		—			61
Other comprehensive (loss) income (NOTE 13):
Other comprehensive (loss) income (NOTE 11):
Net derivative (losses) gains on cash flow hedges:
Net losses arising during the period, net of tax of $3 and $2, respectively (2022 – $4 and $1, respectively)		(10	)		(15	)		(6	)		(5	)
Net losses arising during the period, net of tax of $4 (2023 – $2)		(14	)		(5	)
Less: Reclassification adjustment for losses (gains) included in net (loss) earnings, net of tax of $(1) and $(5), respectively (2022 – $1 and $3, respectively)		3			(3	)		14			(9	)
Less: Reclassification adjustment for losses included in net earnings, net of tax of $(1) (2023 – $(3))		3			8
Foreign currency translation adjustments		(2826	)		~~(68~~1	)		(2	)		~~(75~~	)
Change in unrecognized (losses) gains and prior service cost related to pension and other post-retirement benefit plans, net of tax of $1 and $1, respectively (2022 – nil and $(4), respectively)		(3	)		—			(3	)		11
Change in unrecognized losses and prior service cost related to pension and other post-retirement benefit plans, net of tax of nil (2023 – nil)		—			(1	)
Other comprehensive (loss) income		(3837	)		~~(86~~3	)		3			~~(78~~	)
Comprehensive (loss) income		(~~188~~37	)		7664			~~(54~~	)		~~162~~

(1) Adjusted to reflect the retrospective combination of the Company ~~and~~with Skookumchuck Pulp Inc. and Catalyst Paper Corporation, as if the combination had been in effect since the inception of common control on November 30, 2021 (refer to Note 3 “Acquisition of businesses”).

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

DOMTAR CORPORATION

CONSOLIDATED BALANCE SHEETS

(UNAUDITED, IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

	At
	September 30,			December 31,
	March 31,			December 31,
	2023			2022 (1)
	2024			2023
	$			$
Assets
Current assets
Cash and cash equivalents, including restricted cash of $6 and $3		465			391
Cash and cash equivalents, including restricted cash of $15 and $15		103			203
Receivables, less allowances of $8 and $4		730			549
Receivables, less allowances of $8 and $9		781			742
Receivables from related party (NOTE 16)		11			13
Receivables from related party (NOTE 15)		23			21
Inventories (NOTE 8)		1,~~211~~356			~~718~~1,337
Prepaid expenses		6850			2658
Income and other taxes receivable		5065			4596
Other current assets		1622			—24
Total current assets		2,~~551~~400			12,~~742~~481
Property, plant and equipment, net		3,~~329~~655			23,~~815~~714
Operating lease right-of-use assets		~~107~~98			4398
Intangible assets, net		8622			2322
Deferred income tax assets		~~462~~519			—675
Other assets (NOTE 9)		~~430~~539			~~251~~541
Total assets		67,~~965~~233			47,~~874~~531
Liabilities and shareholders' equity
Current liabilities
Bank indebtedness		—2			1714
Trade and other payables		~~910~~905			~~642~~949
Payables to related party (NOTE 16)		3			9
Income and other taxes payable		15			33
Income and other taxes payable		21			61
Operating lease liabilities due within one year		28			29
Operating lease liabilities due within one year		30			17
Due to related party (NOTE 15)		36			36
Due to related party (NOTE 16)		—			102
Long-term debt due within one year		67			67
Long-term debt due within one year (NOTE 11)		67			47
Total current liabilities		1,053			1,128
Total current liabilities		1,031			895
Long-term debt		2,415			2,410
Long-term debt (NOTE 11)		2,426			1,503
Operating lease liabilities		74			74
Due to related party (NOTE 16)		136			—
Deferred income taxes and other		22			175
Operating lease liabilities		84			27
Pension and other post-retirement benefit obligations		822			863
Deferred income taxes and other		152			507
Other liabilities and deferred credits (NOTE 12)		309			306
Pension and other post-retirement benefit obligations		722			109
Commitments and contingencies (NOTE 13)
Other liabilities and deferred credits (NOTE 12)		289			69
Commitments and contingencies (NOTE 14)
Shareholders' equity
Common stock $0.01 par value; 100 shares issued and outstanding		—			—
Additional paid-in capital		2,~~000~~727			12,~~585~~727
Retained earnings		191			248
Deficit		(108	)		(108	)
Accumulated other comprehensive loss		(6681	)		(6944	)
Total shareholders' equity		2,~~125~~538			12,~~764~~575
Total liabilities and shareholders' equity		67,~~965~~233			47,~~874~~531

(1) Adjusted to reflect the retrospective combination of the Company and Skookumchuck Pulp Inc., as if the combination had been in effect since the inception of common control on November 30, 2021 (refer to Note 3 “Acquisition of businesses”).

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

DOMTAR CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(UNAUDITED, IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

	For the three months ended
	September 30, 2023
	March 31, 2024
	Additional paid-in capital		~~Retained earnings~~Deficit			Accumulated other comprehensive loss			Total shareholders' equity
	$		$			$			$
Balance at June 30, 2023		2,000		341			(28	)		2,313
Balance at December 31, 2023		2,727		(108	)		(44	)		2,575
Net loss		—		(150	)		—			(150	)
Net earnings		—		—			—			—
Net derivative losses on cash flow hedges:
Net losses arising during the period, net of tax of $3		—		—			(10	)		(10	)
Net losses arising during the period, net of tax of $4		—		—			(14	)		(14	)
Less: Reclassification adjustment for losses included in net loss, net of tax of $(1)		—		—			3			3
Less: Reclassification adjustment for losses included in net earnings, net of tax of $(1)		—		—			3			3
Foreign currency translation adjustments		—		—			(2826	)		(2826	)
Change in unrecognized losses and prior service cost related to pension and other post-retirement benefit plans, net of tax of $1		—		—			(3	)		(3	)
Balance at March 31, 2024		2,727		(108	)		(81	)		2,538
Balance at September 30, 2023		2,000		191			(66	)		2,125

	For the nine months ended
	For the three months ended (1)
	September 30, 2023
	March 31, 2023
	Additional paid-in capital			~~Retained earnings~~Deficit			Accumulated other comprehensive loss			Total shareholders' equity
	$			$			$			$
Balance at December 31, 2022 (1)		1,585			248			(69	)		1,764
Balance at December 31, 2022		1,994			(396	)		(22	)		1,576
Net loss		—			(57	)		—			(57	)
Net earnings		—			61			—			61
Net derivative gains on cash flow hedges:
Net losses arising during the period, net of tax of $2		—			—			(65	)		(65	)
Less: Reclassification adjustment for losses included in net loss, net of tax of $(5)		—			—			14			14
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 losses and prior service cost related to pension and other post-retirement benefit plans, net of tax of $1		—			—			(3	)		(3	)
Change in unrecognized losses and prior service cost related to pension and post-retirement benefit plans, net of tax of nil		—			—			(1	)		(1	)
Capital contribution		600			—			—			600
Transaction with Skookumchuck Pulp Inc.'s stockholders (NOTE 3)		(130	)		—			—			(130	)
Balance at March 31, 2023		2,594			(335	)		(19	)		2,240
Deemed dividend		(55	)		—			—			(55	)
Balance at September 30, 2023		2,000			191			(66	)		2,125

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

DOMTAR CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(UNAUDITED, IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

	For the three months ended (1)
	September 30, 2022
	Additional paid-in capital		Deficit			Accumulated other comprehensive income (loss)			Total shareholders' equity
	$		$			$			$
Balance at June 30, 2022		1,846		(298	)		32			1,580
Net earnings		—		162			—			162
Net derivative losses on cash flow hedges:
Net losses arising during the period, net of tax of $4		—		—			(15	)		(15	)
Less: Reclassification adjustment for gains included in net earnings, net of tax of $1		—		—			(3	)		(3	)
Foreign currency translation adjustments		—		—			(68	)		(68	)
Balance at September 30, 2022		1,846		(136	)		(54	)		1,656

	For the nine months ended (1)
	September 30, 2022
	Additional paid-in capital		Deficit			Accumulated other comprehensive income (loss)			Total shareholders' equity
	$		$			$			$
Balance at December 31, 2021		1,846		(376	)		24			1,494
Net earnings		—		240			—			240
Net derivative losses on cash flow hedges:
Net losses arising during the period, net of tax of $1		—		—			(5	)		(5	)
Less: Reclassification adjustment for gains included in net earnings, net of tax of $3		—		—			(9	)		(9	)
Foreign currency translation adjustments		—		—			(75	)		(75	)
Change in unrecognized gains and prior service cost related to pension and other post-retirement benefit plans, net of tax of $(4)		—		—			11			11
Balance at September 30, 2022		1,846		(136	)		(54	)		1,656

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

DOMTAR CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED, IN MILLIONS OF DOLLARS)

	For the nine months ended
	For the three months ended
	September 30,			September 30,
	March 31,			March 31,
	2023			2022 (1)
	2024			2023 (1)
	$			$
Operating activities
Net (loss) earnings		(57	)		240
Net earnings		—			61
Adjustments to reconcile net (loss) earnings to cash flows (used for) provided from operating activities
Adjustments to reconcile net earnings to cash flows used for operating activities
Depreciation and amortization		~~217~~84			~~196~~62
Deferred income taxes and tax uncertainties (NOTE 7)		~~(40~~3	)		22(66	)
Impairment of long-lived assets (NOTE 10)		9—			—19
Impairment of inventory (NOTE 10)		23			—
Net loss (gain) on disposals of property, plant and equipment		1			(2	)
Net gains on disposals of property, plant and equipment		(4	)		—
Other		(3	)		13
Other		19			1
Changes in assets and liabilities, excluding the effect of acquisition of businesses
Changes in assets and liabilities, excluding the effect of acquisition and sale of businesses
Receivables, including related party		(44	)		3
Receivables, including related party		120			(54	)
Inventories		(26	)		(58	)
Inventories		(47	)		(44	)
Prepaid expenses		7			14
Prepaid expenses		(8	)		22
Trade and other payables, including related party		(38	)		(213	)
Trade and other payables, including related party		(236	)		37
Income and other taxes		11			(30	)
Income and other taxes		(35	)		47
Difference between employer pension and other post-retirement contributions and pension and other post-retirement expense		(29	)		(9	)
Difference between employer pension and other post-retirement contributions and pension and other post-retirement expense		(27	)		(28	)
Other assets and other liabilities		(1	)		(2	)
Other assets and other liabilities		(3	)		(5	)
Cash flows used for operating activities		(35	)		(208	)
Cash flows (used for) provided from operating activities		(69	)		434
Investing activities
Additions to property, plant and equipment		(~~214~~53	)		(~~340~~78	)
Proceeds from disposals of property, plant and equipment		7—			337
Proceeds from sale of businesses, net of cash disposed (NOTE 3)		417			237
Acquisition of businesses, net of cash acquired		—			(1,098	)
Acquisition of businesses, net of cash acquired		(1,098	)		—
Other		—			(2	)
Other		(10	)		—
Cash flows used for investing activities		(53	)		(1,171	)
Cash flows used for investing activities		(898	)		(70	)
Financing activities
Issuance of capital		~~500~~—			—500
Net change in bank indebtedness		(1712	)		2(7	)
Change in revolving credit facility		~~335~~20			~~(115~~260	)
Issuance of long-term debt, net of debt issue costs		~~933~~—			~~127~~929
Repayments to related party		(50	)		—
Issuance to related party		1			48
Repayments of long-term debt		(648	)		(383	)
Repayments to related party		—			(54	)
Other		(8	)		(3	)
Repayments of long-term debt		(16	)		(613	)
Cash flows provided from (used for) financing activities		1,045			(372	)
Other		—			(8	)
Net increase (decrease) in cash and cash equivalents		78			(8	)
Cash flows (used for) provided from financing activities		(7	)		1,055
Impact of foreign exchange on cash		(4	)		(7	)
Net decrease in cash and cash equivalents		(95	)		(324	)
Cash, cash equivalents and restricted cash at beginning of period		391			302
Impact of foreign exchange on cash		(5	)		1
Cash, cash equivalents and restricted cash at end of period		465			287
Cash, cash equivalents and restricted cash at beginning of period		203			521
Cash, cash equivalents and restricted cash at end of period		103			198
Supplemental cash flow information
Net cash payments for:
Net cash payments (refunds) for:
Interest		~~146~~42			8029
Income taxes		68(8	)		1850

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

INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1	BASIS OF PRESENTATION	98
NOTE 2	RECENT ACCOUNTING PRONOUNCEMENTS	109
NOTE 3	ACQUISITION OF BUSINESSES	1110
NOTE 4	DISCONTINUED OPERATIONS	14
NOTE 5	DERIVATIVES AND HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENT	16
NOTE 6	PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS	20
NOTE 7	INCOME TAXES	22
NOTE 8	INVENTORIES	23
NOTE 9	OTHER ASSETS	24
NOTE 10	CLOSURE AND RESTRUCTURING, IMPAIRMENT OF LONG-LIVED ASSETS AND ASSET CONVERSION COSTS	25
NOTE 11	~~LONG-TERM~~CHANGES ~~DEBT~~IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT	26
NOTE 12	OTHER LIABILITIES AND DEFERRED CREDITS	28
NOTE 13	~~CHANGES~~COMMITMENTS INAND ~~ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT~~CONTINGENCIES	29
NOTE 14	~~COMMITMENTS~~SEGMENT ~~AND CONTINGENCIES~~DISCLOSURES	3236
NOTE 15	~~SEGMENT~~RELATED ~~DISCLOSURES~~PARTY TRANSACTIONS	38
NOTE 16	~~RELATED~~SUBSEQUENT ~~PARTY TRANSACTIONS~~EVENT	39
NOTE 17	SUBSEQUENT EVENT	40

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2023~~2024

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

NOTE 1.

_________________

BASIS OF PRESENTATION

OnThe ~~June~~accompanying ~~29,~~unaudited ~~2023,~~consolidated ~~Domtar~~financial ~~completed~~statements ~~the~~have ~~acquisition~~been ofprepared ~~all~~in accordance with the ~~outstanding~~instructions ~~common~~to Form 10-Q and, ~~preferred~~in ~~shares~~the opinion of ~~Skookumchuck~~Management, ~~Pulp~~include ~~Inc.~~all ~~(“SPI”)~~adjustments that are necessary for athe ~~purchase~~fair ~~consideration~~statement of ~~$185~~Domtar ~~million.~~Corporation’s ~~Paper~~(“the ~~Excellence~~Company”) ~~group~~financial position, results of ~~companies~~operations, ~~owns~~and ~~both~~cash ~~Domtar~~flows ~~and~~for ~~SPI.~~the ~~The~~interim ~~acquisition~~periods ofpresented. ~~SPI~~It ~~from~~is ~~Paper~~suggested ~~Excellence~~that ~~was~~these ~~accounted~~consolidated ~~for~~financial asstatements abe ~~transaction~~read ~~between~~in ~~entities~~conjunction ~~under~~with ~~common~~the ~~control~~audited inconsolidated ~~accordance~~financial ~~with~~statements ~~ASC~~and ~~805-50,~~the ~~Business~~notes ~~Combination~~thereto –included ~~Related~~in ~~Issues,~~the ~~which~~Domtar ~~requires~~Corporation ~~retrospective~~Annual ~~combination~~Report ofon ~~entities~~Form as10-K iffor the ~~combination~~fiscal ~~had~~year ~~been~~ended inDecember ~~effect~~31, ~~since~~2023, as filed with the ~~inception~~Securities ofand ~~common~~Exchange ~~control~~Commission. ~~Accordingly,~~The ~~the~~December ~~financial~~31, ~~information~~2023 ~~for~~Consolidated ~~Domtar~~Balance ~~and~~Sheet, ~~SPI~~presented ~~has~~for ~~been~~comparative ~~combined~~purposes ~~from~~in ~~the~~this ~~inception~~interim ofreport, ~~common~~was ~~control~~derived ~~which~~from ~~was~~audited ~~November~~consolidated 30financial statements, ~~2021. Refer~~but todoes ~~Note~~not 3include ~~“Acquisition~~all ofdisclosures ~~businesses”~~required ~~for~~by ~~more~~accounting ~~information~~principles ongenerally accepted in the ~~acquisition~~United States of ~~SPI~~America.

OnThe ~~March~~preparation ~~1, 2023, Paper Excellence completed the acquisition~~ of ~~all~~ the ~~outstanding~~Consolidated ~~common~~Financial ~~shares~~Statements ofrequires ~~Resolute~~management ~~Forest~~to ~~Products~~make ~~Inc.~~estimates ~~(“Resolute”) through Domtar by means of a merger of Terra Acquisition Sub Inc. (a Domtar wholly-owned subsidiary) with~~ and ~~into~~assumptions ~~Resolute,~~ with ~~Resolute~~respect ~~continuing~~to as the ~~surviving~~reported ~~corporation~~amounts ~~and as a subsidiary~~ of ~~Domtar~~assets, ~~(the~~liabilities, ~~“Acquisition”).~~revenue, ~~See~~and ~~Note~~expenses 3and ~~“Acquisition of businesses” for additional information on~~ the ~~Acquisition.~~disclosure ~~For purposes~~ of ~~the~~contingent ~~Company’s~~assets ~~financial~~and ~~statement presentation, Domtar was determined to be the accounting acquirer in the Acquisition~~liabilities. ~~The~~Results ~~Consolidated financial statements~~ for the first three ~~and nine~~ months ~~ended~~of ~~September 30, 2023 reflect~~ the ~~results~~year ofmay ~~operations~~not ~~and~~necessarily ~~financial~~be ~~position~~indicative of ~~Domtar,~~full-year ~~including the~~ results ~~of operations of Resolute, since the acquisition date~~.

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, in the opinion of Management, include all adjustments that are necessary for the fair statement of Domtar Corporation’s (“the Company”) financial position, results of operations, and cash flows for the interim periods presented. It is suggested that these consolidated financial statements be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Domtar Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission. The December 31, 2022 Consolidated Balance Sheet, presented for comparative purposes in this interim report, was derived from audited consolidated financial statements, as adjusted for the impact of SPI acquisition, but does not include all disclosures required by accounting principles generally accepted in the United States of America.8

The preparation of the Consolidated Financial Statements requires management to make estimates and assumptions with respect to the reported amounts of assets, liabilities, revenue, and expenses and the disclosure of contingent assets and liabilities. Results for the first nine months of the year may not necessarily be indicative of full-year results.

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2023~~2024

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

NOTE 2.

_________________

RECENT ACCOUNTING PRONOUNCEMENTS

FUTURE ACCOUNTING ~~CHANGE IMPLEMENTED~~CHANGES

~~TRANSITION~~SEGMENT ~~AWAY FROM INTERBANK OFFERED RATES~~REPORTING

On ~~March~~November 1227, ~~2020~~2023, the FASB issued ASU ~~2020~~2023-0407, “~~Reference~~Improvements ~~Rate~~to ~~Reform~~Reportable ~~(Topic~~Segment ~~848):~~Disclosures” ~~Facilitation~~which ofrequires incremental disclosures about a public entity’s reportable segments but does not change the ~~Effects~~definition of ~~Reference~~a ~~Rate~~segment ~~Reform~~or onthe ~~Financial~~guidance ~~Reporting”~~for determining reportable segments. The ~~ASU~~new ~~provides~~guidance ~~optional~~requires ~~expedients~~disclosure ~~and~~of ~~exceptions~~significant ~~for~~segment ~~applying~~expenses ~~generally~~that ~~accepted~~are ~~accounting~~(1) ~~principles~~regularly provided to ~~contract~~(or ~~modifications~~easily computed from information regularly provided to) the chief operating decision maker and ~~hedging~~(2) ~~relationships,~~included ~~subject~~in the reported measure of segment profit or loss. The new standard also allows companies to ~~meeting~~disclose ~~certain~~multiple ~~criteria,~~measures ~~that~~of ~~reference~~segment ~~LIBOR~~profit or ~~another~~loss ~~reference~~if ~~rate~~those ~~expected~~measures are used to assess performance and allocate resources. The guidance is effective for calendar year-end public entities in 2024 and should be ~~discontinued~~adopted retrospectively unless impracticable. Early adoption is permitted.

The ~~amendments~~Company inis ~~the~~currently ~~ASU~~assessing ~~are~~the ~~elective~~impact ~~and~~of ~~apply~~the tonew ~~entities~~guidance ~~that~~which ~~have~~is ~~contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate~~ expected to behave ~~discontinued~~a ~~due~~disclosure toimpact ~~reference rate reform~~only.

OnINCOME ~~December~~TAXES 22, 2022, the FASB issued ASU 2022-06 “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848”. The amendments in this ASU defer the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848.DISCLOSURE

~~The~~On ~~Company~~December ~~elected~~14, 2023, the ~~optional~~FASB ~~expedients~~issued ~~provided~~ASU in2023-09, “Improvements to Income Tax Disclosures” which requires significant additional disclosures about income taxes, primarily focused on the ~~standard~~disclosure ~~and~~of ~~adopted~~income taxes paid and the rate reconciliation table. The new guidance will be applied prospectively (with noretrospective ~~significant~~application ~~impact~~permitted) onand is effective for calendar year-end public business entities in the ~~consolidated~~2025 ~~financial~~annual ~~statements~~period and in 2026 for interim periods, with early adoption permitted.

10The Company is currently assessing the impact of the new guidance which is expected to have a disclosure impact only.

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2023~~2024

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

NOTE 3.

_________________

ACQUISITION OF BUSINESSES

Acquisition of ~~Skookumchuck~~Catalyst ~~Pulp~~Paper ~~Inc.~~Corporation –- transaction between entities under common control

On ~~June~~October 2927, 2023, Domtar completed the acquisition of all the outstanding common and preferred shares of ~~Skookumchuck~~Catalyst ~~Pulp~~Paper ~~Inc.~~Corporation (“~~SPI~~Catalyst”), awhich included one pulp and paper mill and one paper mill, both located in British Columbia, for a purchase consideration of $~~185~~1 ~~million~~dollar. Paper Excellence group of companies ~~owns~~owned both Domtar and ~~SPI~~Catalyst. The acquisition consideration transferred to Paper Excellence consisted of: a $50 million non-interest bearing promissory note due July 15, 2023; a $35 million promissory note bearing interest at 8.50% per annum, due after June 30, 2031; and non-voting, redeemable Series B preferred shares totaling $100 million bearing interest at 9.75% per annum and redeemable by Paper Excellence after June 30, 2031, which are included in Due to related party on the Consolidated Balance Sheet.

The acquisition of ~~SPI~~Catalyst from Paper Excellence was accounted for as a transaction between entities under common control in accordance with ASC 805-50, Business Combination – Related Issues, which requires that ~~SPI~~Catalyst’s related assets and liabilities be transferred at their historical carrying amounts on the acquisition date. Domtar recognized a ~~deemed~~capital ~~dividend~~contribution of $55727 million, which corresponds to the excess of the ~~purchase consideration of $185 million over the~~ carrying value of the net assets transferred ~~of $130 million~~ on the acquisition date over the purchase consideration. Further, ASC 805-50 requires retrospective combination of entities as if the combination had been in effect since the inception of common control. Accordingly, the financial information for Domtar and ~~SPI~~Catalyst ~~has~~have been combined from the inception of common control, which was November 30, 2021, and the accompanying financial statements and related notes of Domtar have been retrospectively adjusted to include the historical results of Catalyst from that date. On January 1, 2024, Domtar and Catalyst were amalgamated.

~~For~~The ~~the~~retrospective ~~three~~effects ~~and~~of ~~nine~~the ~~months~~change ~~ended~~resulting ~~September~~from ~~30, 2023,~~ the ~~Company~~combination ~~recognized nil and $1 million, respectively,~~ of ~~transaction~~Catalyst ~~related costs associated~~ to ~~this acquisition. These costs are included in~~ the Company’s Consolidated Statements of Earnings ~~(Loss)~~ and Comprehensive Income (Loss) inwere ~~the~~as ~~line item entitled Transaction costs.~~follows:


	For the three months ended
	March 31,
	2023
	$
Sales		173
Operating loss		(41	)
Net loss		(45	)
Other comprehensive loss		(1	)

Acquisition of Skookumchuck Pulp Inc. - transaction between entities under common control

On June 29, 2023, Domtar completed the acquisition of all the outstanding common and preferred shares of Skookumchuck Pulp Inc. (“SPI”), a pulp mill in British Columbia, for a purchase consideration of $185 million. Paper Excellence group of companies owned both Domtar and SPI. The acquisition consideration transferred to Paper Excellence consisted of: a $50 million non-interest bearing promissory note repaid on July 15, 2023; a $35 million promissory note bearing interest at 8.50% per annum, due after June 30, 2031; and non-voting, redeemable Series B preferred shares totaling $100 million bearing interest at 9.75% per annum and redeemable by Paper Excellence after June 30, 2031. Prior to the acquisition of Catalyst by Domtar, the $35 million promissory note and the non-voting, redeemable Series B were contributed to Catalyst by Paper Excellence and are no longer payable by Domtar following the amalgamation of Catalyst and Domtar on January 1, 2024.

The acquisition of SPI from Paper Excellence was accounted for as a transaction between entities under common control in accordance with ASC 805-50, Business Combination – Related Issues, which requires that SPI’s related assets and liabilities be transferred at their historical carrying amounts on the acquisition date. Domtar recognized a deemed dividend of $55 million, which corresponds to the excess of the purchase consideration of $185 million over the carrying value of the net assets transferred of $130 million on the acquisition date. Further, ASC 805-50 requires retrospective combination of entities as if the combination had been in effect since the inception of common control. Accordingly, the financial information for Domtar and SPI has been combined from the inception of common control, which was November 30, 2021, and the accompanying financial statements and related notes of Domtar have been retrospectively adjusted to include the historical results of SPI from that date.

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

NOTE 3 – ACQUISITION OF BUSINESSES (CONTINUED)

The retrospective effects of the change resulting from the combination of SPI to the Company’s Consolidated Statements of Earnings and Comprehensive Income (Loss) were as follows:


	For the three months ended
	March 31,
	2023
	$
Sales		59
Operating income		10
Net earnings		86
Other comprehensive income		1

Acquisition of Resolute Forest Products Inc. by Paper Excellence through Domtar Corporation

On March 1, 2023, Paper Excellence completed the acquisition of all the outstanding common shares of Resolute Forest Products Inc. ("Resolute") through Domtar by means of a merger of Terra Acquisition Sub Inc. (a Domtar wholly-owned subsidiary) with and into Resolute, with Resolute continuing as the surviving corporation and as a subsidiary of Domtar (the "Acquisition"). Under the Acquisition agreement, Domtar acquired all outstanding shares of Resolute common stock for $20.50 per share and one contingent value right tied to any refunds on duty deposits made on or prior to June 30, 2022, of up to $500 million. Any proceeds attributable to the contingent value right will be distributed proportionally to contingent value right holders, and the value will ultimately be determined by the terms and timing of the resolution of the softwood lumber dispute between Canada and the United States.

The acquisition date fair value of the consideration transferred iswas ~~approximately~~ $1.696 billion, less cash acquired of $480 million and including the contingent value right on softwood lumber duty deposit refunds estimated to be $118 million and included in Other liabilities and deferred credits in the Consolidated Balance Sheets.

Domtar was determined to be the accounting acquirer in the Acquisition which was accounted for using the acquisition method of accounting. Under the acquisition method of accounting, the purchase consideration allocated to Resolute’s assets and liabilities is based upon their ~~estimated preliminary~~ fair values at the acquisition date.

The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the acquisition date. The Company is in the process of obtaining third-party valuations of certain tangible and intangible assets; thus, the provisional measurements of tangible and intangible assets, and off-market contracts, as well as certain liabilities, are subject to change. Also, the Company is in the process of finalizing the value of deferred income tax assets. Purchase adjustments were made related to events or circumstances existing at the acquisition date. The final purchase price allocation may be materially different from the preliminary purchase price allocation.

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2023~~2024

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

NOTE 3 – ACQUISITION OF BUSINESSES (CONTINUED)

Fair value of net assets acquired at the date of acquisition - Preliminary values
Receivables	$	309
Inventories		496
Prepaid expenses		30
Other current assets		13
Property, plant and equipment		716
Operating lease right-of-use assets		47
Intangible assets, net (1)		66
Deferred income tax assets		775
Other assets (2)		187
Assets held for sale		253
Total assets		2,892
Less: Assumed Liabilities
Trade and other payables		544
Operating lease liabilities (including short-term portion)		49
Long-term debt (including short-term portion)		312
Pension and other post-retirement benefit obligations		643
Other liabilities		89
Liabilities held for sale		39
Total liabilities		1,676
Fair value of net assets acquired at the date of acquisition		1,216

The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date.

The Company identified $66 million of off-market contracts, of which $12 million are being amortized over a weighted-average useful life of 9 years.


Fair value of net assets acquired at the date of acquisition
Receivables	$	309
Inventories		508
Prepaid expenses		30
Other current assets		12
Property, plant and equipment		952
Operating lease right-of-use assets		38
Deferred income tax assets (1)		737
Other assets (2)		264
Assets held for sale		255
Total assets		3,105

Less: Assumed Liabilities
Trade and other payables		538
Operating lease liabilities (including short-term portion)		40
Long-term debt (including short-term portion)		312
Pension and other post-retirement liabilities		643
Other liabilities		90
Liabilities held for sale		41
Total liabilities		1,664

Fair value of net assets acquired at the date of acquisition		1,441

Gain on acquisition (3)		(225	)

Consideration transferred, less cash acquired		1,216

(1)

~~Other~~The Company recognized previously unrecognized deferred tax assets ~~include~~related ~~$132~~to ~~million~~operating losses carried forward in the United States and research and development pools and credits in Canada. In addition, deferred tax assets related to timing difference mainly related to pension and other post-retirement benefits, asset retirement obligations and environmental liabilities. Management determines the recoverability of ~~deposits~~the net deferred tax assets based on a review of all available negative and ~~$21~~positive ~~million~~evidence, including historical earnings, projected future results, future reversals of ~~equity~~deferred ~~method~~tax ~~investments~~liabilities, impact of the tax regulations and available tax planning opportunities.

(2)

The ~~contingent consideration arrangement requires the~~ Company toidentified ~~pay~~$74 ~~any~~million ~~refunds~~of ~~related to the countervailing and anti~~off-~~dumping~~market ~~duty deposits made on or prior to June 30~~contracts, ~~2022,~~ of upwhich to $~~500~~21 million toare ~~contingent~~being ~~value~~amortized ~~right~~over ~~holders.~~a ~~The~~weighted-average ~~preliminary~~useful ~~fair~~life ~~value~~ of ~~the~~11 ~~contingent~~years. ~~consideration~~Other ~~arrangement~~assets atalso ~~the~~include ~~acquisition date was~~ $~~118~~132 million. ~~The Company estimated the preliminary fair value~~ of ~~the~~duty ~~contingent~~deposits ~~consideration~~and ~~based~~$25 onmillion ~~the last price~~ of ~~Resolute's~~equity ~~common~~method ~~shares on the New York Stock Exchange on February 28, 2023, which is considered a Level 1 measurement~~investments.

(3)

InThe ~~the~~purchase ~~third~~price ~~quarter~~allocation reflects a gain of ~~2023,~~$225 ~~the~~million ~~main~~recorded ~~adjustments~~under toOther ~~the~~operating ~~previously~~income, ~~reported~~net ~~preliminary~~in ~~purchase~~the ~~price~~Consolidated ~~allocation~~Statements ~~were~~of asEarnings ~~follows:~~and ~~Inventories~~Comprehensive ~~decreased~~Income by(Loss). ~~$29~~The ~~million;~~gain ~~Assets~~resulted ~~held~~from ~~for~~the ~~sale~~recognition ~~net~~and measurement of ~~liabilities~~items, ~~associated~~principally ~~with~~related ~~assets~~to ~~held~~deferred ~~for~~income ~~sale~~tax ~~decreased~~assets, byin ~~$10~~accordance ~~million,~~with ~~and~~exemptions to the ~~Company~~fair ~~recognized~~value amodel $3as ~~million~~provided ~~reduction~~for ofby ~~off-market~~US ~~long-term~~GAAP ~~contracts,~~under ~~included~~the inaccounting ~~Intangible~~for ~~assets~~business combination.

The ~~preliminary~~contingent ~~estimated~~consideration ~~fair~~arrangement ~~value~~requires ofthe ~~property,~~Company ~~plant~~to ~~and~~pay ~~equipment~~any ~~was~~refunds ~~primarily~~related ~~determined~~to ~~based~~the countervailing and anti-dumping duty deposits made on ~~management’s~~or ~~preliminary~~prior ~~estimate~~to ofJune ~~depreciated~~30, ~~replacement~~2022, ~~cost~~of asup ~~further~~to ~~adjusted~~$500 ~~based~~million onto ~~estimated~~contingent ~~cash~~value ~~flow~~right ~~forecasts~~holders. The ~~significant~~fair ~~assumptions~~value ~~underlying~~of the ~~fair~~contingent ~~value~~consideration ~~are~~arrangement ~~based~~at onthe ~~company~~acquisition ~~specific~~date ~~information~~was ~~and~~$118 ~~projections,~~million. ~~which~~The ~~are~~Company ~~not~~estimated ~~observable~~the infair value of the ~~market~~contingent ~~and,~~consideration ~~therefore,~~based ~~are~~on ~~considered~~the ~~Level~~last 2price ~~and~~of ~~Level~~Resolute's 3common ~~measurements.~~shares ~~These~~on ~~significant~~the ~~assumptions~~New ~~are~~York ~~forward-looking~~Stock ~~and~~Exchange ~~could~~on beFebruary ~~affected~~28, by2023, ~~future~~which ~~changes~~is inconsidered ~~economic~~a ~~and~~Level ~~market~~2 ~~conditions~~measurement.

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2023~~2024

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

NOTE 3 – ACQUISITION OF BUSINESSES (CONTINUED)

The ~~preliminary estimated~~ fair value of ~~finished goods was calculated as the estimated selling price~~property, ~~adjusted~~plant ~~for costs of the selling effort~~ and aequipment ~~reasonable~~was ~~profit~~primarily ~~allowance~~determined ~~relating~~based toon ~~the~~management’s ~~selling~~estimate ~~effort. The preliminary estimated fair value~~ of ~~work~~depreciated inreplacement ~~process~~cost ~~inventory and raw materials in wood products was primarily calculated~~ as ~~the~~further ~~estimated selling price,~~ adjusted ~~for~~based ~~estimated~~on ~~costs to complete the manufacturing,~~ estimated ~~costs~~cash offlow ~~the~~forecasts. ~~selling~~Management ~~effort,~~applied assignificant ~~well~~judgment asin aestimating ~~reasonable profit margin on~~ the ~~remaining manufacturing and selling effort. The preliminary estimated~~ fair value of ~~raw~~property ~~materials,~~plant ~~except~~and ~~for~~equipment ~~raw materials in wood products~~acquired, ~~was~~which ~~determined~~involved ~~to approximate~~ the ~~historical~~use ~~carrying~~of ~~value.~~assumptions ~~The~~with ~~preliminary~~respect to estimated ~~fair~~replacement ~~value of operating~~ and ~~maintenance~~reproduction ~~supplies~~costs, ~~was~~estimated ~~calculated~~useful ~~using~~lives, aand ~~method~~physical, ~~based~~functional ~~on historical usage~~ and ~~consumption.~~economic ~~These~~obsolescence ~~significant~~for ~~assumptions~~the ~~are~~estimated ~~based~~depreciated onreplacement ~~company~~cost ~~specific information~~ and projections, ~~which~~of ~~are~~product ~~not~~pricing, ~~observable~~sales involumes, ~~the~~product ~~market and~~costs, ~~therefore,~~projected ~~are~~capital ~~considered~~spending ~~Level 2~~ and ~~Level~~discount 3rates ~~measurements.~~at ~~These~~the ~~significant~~time ~~assumptions~~of ~~are~~acquisition ~~forward-looking~~for ~~and~~the ~~could~~discounted becash ~~affected~~flow ~~by future changes in economic and market conditions~~model.

The ~~preliminary~~fair value of finished goods was calculated as the estimated selling price, adjusted for costs of the selling effort and a reasonable profit allowance relating to the selling effort. The fair value of ~~other~~work ~~working~~in ~~capital~~process ~~items~~inventory and raw materials in wood products was primarily calculated as the estimated selling price, adjusted for estimated costs to complete the manufacturing, estimated costs of the selling effort, as well as a reasonable profit margin on the remaining manufacturing and selling effort. The fair value of raw materials, except for raw materials in wood products, was determined to approximate ~~their~~the historical carrying ~~values~~value. The fair value of operating and maintenance supplies was calculated using a method based on historical usage and consumption.

~~For~~The ~~the~~fair ~~three~~value ~~and~~of ~~nine~~other ~~months~~working ~~ended~~capital ~~September~~items ~~30,~~was ~~2023,~~determined ~~the Company recognized nil and $57 million of transaction related costs associated~~ to ~~the~~approximate ~~Acquisition,~~their ~~respectively,~~historical ~~which~~carrying ~~also includes advisor and legal fees, as well as the accelerated vesting of certain long-term incentive awards of Resolute~~values. ~~These costs are included in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss) in the line item entitled Transaction costs.~~

~~The~~For ~~amounts~~the ofthree ~~Sales~~months ~~and~~ended ~~Net~~March ~~loss~~31, 2023, the Company recognized $53 million of ~~Resolute~~transaction ~~included~~related incosts ~~the~~associated ~~Company’s~~to ~~Consolidated~~the ~~Statements~~Acquisition, ofwhich ~~Earnings~~also ~~(Loss)~~includes advisor and ~~Comprehensive~~legal ~~Income~~fees, ~~(Loss)~~as ~~for~~well as the ~~period~~accelerated ~~from~~vesting ~~March~~of 1,certain ~~2023~~long-term toincentive ~~September~~awards ~~30,~~of ~~2023~~Resolute. These costs are ~~$1,454~~included ~~million~~in the Consolidated Statements of Earnings and ~~$118~~Comprehensive ~~million,~~Income ~~respectively.~~(Loss) in the line item entitled Transaction costs.

The ~~following~~amounts ~~represents~~of ~~the~~Sales ~~pro~~and ~~forma~~Net loss of Resolute included in the Company’s Consolidated Statements of Earnings ~~(Loss)~~ and Comprehensive Income (Loss) iffor ~~Resolute had been included in~~ the ~~Company’s~~period ~~consolidated~~from ~~results~~March ~~for~~1, ~~the~~2023 ~~nine~~to ~~months~~March ~~ended September 30~~31, 2023 ~~and~~are ~~for~~$240 ~~the~~million ~~three~~ and ~~nine~~$22 ~~months ended September 30~~million, ~~2022:~~respectively.

	For the three months ended		For the nine months ended
	September 30,		September 30,		September 30,
	2022		2023		2022
	(Unaudited)		(Unaudited)
	$		$		$
Sales		2,198		5,234		6,250
Net earnings		218		17		492

The following represents the unaudited pro forma Consolidated Statements of Earnings and Comprehensive Income (Loss) if Resolute had been included in the Company’s consolidated results for the three months ended March 31, 2023:


	For the three months ended
	March 31,
	2023
	(Unaudited)
	$

Sales		2,043
Net earnings		132

These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of Resolute to reflect the reduction in interest expense and the additional depreciation and operating costs that would have been charged assuming the fair value adjustments to property, plant and equipment and off-market energy contracts had been applied on January 1, 2022, together with the related tax effects. In addition, these amounts include the additional interest expense incurred by the Company in relation to the financing of the Acquisition.

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2023~~2024

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

NOTE 4.

DISCONTINUED OPERATIONS

Mandated sale of Thunder Bay and Dryden, Ontario mills

On March 1, 2023, Paper Excellence completed the acquisition of all the outstanding common shares of Resolute through Domtar by means of a merger of Terra Acquisition Sub Inc. (a Domtar wholly-owned subsidiary) with and into Resolute, with Resolute continuing as the surviving corporation and as a subsidiary of Domtar. The Acquisition was subject to regulatory approvals in various jurisdictions, including review by the Canadian Competition Bureau, which outlined certain stipulations in a consent agreement before providing their final approval.

The consent agreement filed by the Canadian Commissioner of Competition (the “Commissioner”) with the Competition Tribunal fulfilled the final condition to the closing of the Acquisition. According to the consent agreement, following the closing of the Acquisition, Resolute’s pulp and paper mill in Thunder Bay, Ontario and Domtar's pulp mill in Dryden, Ontario ~~was~~were to be sold in order to resolve the Commissioner’s concerns that the Acquisition would likely lessen competition substantially in the supply of northern bleached softwood kraft pulp in Eastern and Central Canada and in the purchase of wood fiber from private lands in Northwestern Ontario.

The two mills were sold to two independent purchasers that ~~have~~were ~~been~~ approved by the Commissioner.

On August 1, 2023, the Company completed the sale of the Thunder Bay pulp and paper mill (the "Thunder Bay disposal group") for a purchase price of $231 million. In connection with the sale, the Company entered into Transition Services Agreements with the acquirer pursuant to which the Company agreed to provide various back-office and information technology support until the business is fully separated from the Company.

The results of operations of the Thunder Bay disposal group were classified as discontinued operations as the mill was part of Resolute's acquired assets. These results have been summarized in Earnings from discontinued operations, net of taxes on the Company’s Consolidated Statements of Earnings ~~(Loss)~~ and Comprehensive Income (Loss) for the period of March 1, 2023 to ~~July~~March 31, 2023. The Consolidated Statements of Cash Flows were not reclassified to reflect discontinued operations.

On August 1, 2023, the Company also completed the sale of the Dryden, Ontario mill (the "Dryden disposal group") for a purchase price of $186 million. In connection with the sale, the Company entered into Transition Services Agreements with the acquirer pursuant to which the Company agreed to provide various back-office and information technology support until the business is fully separated from Domtar.

The results of operations of the Dryden disposal group were not classified as discontinued operations as the mill was part of the pre-existing assets of Domtar. For the three ~~and~~month ~~nine months~~ ended ~~September~~March 3031, 2023, the Company recognized $43 million ~~and $9 million, respectively,~~ of transaction related costs associated with this sale. These costs are included in the Consolidated Statements of Earnings ~~(Loss)~~ and Comprehensive Income (Loss) in the line item entitled Transaction costs.

Mandated sale of Kamloops, British Columbia mill

On November 30, 2021, Paper Excellence completed the acquisition of all the outstanding shares of Domtar Corporation. The acquisition was subject to the review by the Canadian Competition Bureau, which outlined certain stipulations in a consent agreement before providing their final approval.

The consent agreement filed by the Commissioner with the Competition Tribunal fulfilled the final condition to the closing of the business combination. According to the consent agreement, following the closing of the business combination, Domtar’s pulp mill in Kamloops, British Columbia was to be sold in order to resolve the Commissioner’s concerns about the business combination’s implications on the purchase of wood fiber from the Thompson/Okanagan region in British Columbia.

On June 1, 2022, Domtar completed the sale of the mill and related assets to an independent acquiror approved by the Commissioner for a purchase price of $243 million. In connection with the sale, the Company entered into Transition Services Agreements with the acquirer pursuant to which the Company agreed to provide various back-office and information technology support until the business is fully separated from Domtar.

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2023~~2024

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

NOTE 4 – DISCONTINUED OPERATIONS (CONTINUED)

The results of operations of Domtar’s pulp mill in Kamloops, British Columbia were reclassified to discontinued operations. These results have been summarized in Earnings from discontinued operations, net of taxes on the Company’s Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss) for the period from January 1, 2022 to September 30, 2022. The Consolidated Statements of Cash Flows were not reclassified to reflect discontinued operations.

Major components of earnings from discontinued operations:

	For the three months ended				~~For the nine months ended~~
	September 30,		September 30,		September 30,		September 30,
	March 31,
	2023		~~2022~~		~~2023~~		~~2022~~
	$		$		$		$
Sales		26		—		~~123~~		~~154~~
Operating expenses
Cost of sales, excluding depreciation and amortization		2622		—		~~105~~		~~119~~
Transaction costs		—		—		—		9
Other operating loss, net		1
Other operating loss, net		—		—		1		—
		23
		26		—		106		128
Operating income		3
Operating income		—		—		17		26
Net gain on disposition of discontinued operations		—
Net gain on disposition of discontinued operations		—		—		—		—
Earnings from discontinued operations before income taxes		3
Earnings from discontinued operations before income taxes		—		—		17		26
Income tax expense		1
Income tax expense		—		—		4		8
Net earnings from discontinued operations		2
Net earnings from discontinued operations		—		—		13		18

Cash Flows from Discontinued Operations:

				For the nine months ended
	For the three months ended
				September 30,			September 30,
	March 31,
	2023			~~2023~~			~~2022~~
	$			$			$
Cash flows provided from operating activities					27			39
Cash flows from operating activities		1
Cash flows used for investing activities		(1	)		(5	)		(3	)

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2023~~2024

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

NOTE 5.

________________

DERIVATIVES AND HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENT

HEDGING PROGRAMS

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

Upon inception, the Company formally documents the relationship between hedging instruments and hedged items. At inception and quarterly thereafter, the Company formally assesses whether the financial instruments used in hedging transactions are effective at offsetting changes in either the cash flow or the fair value of the underlying exposures. The Company does not hold derivative financial instruments for trading purposes.

CREDIT RISK

The Company is exposed to credit risk on accounts ~~receivables~~receivable from its customers. In order to reduce this risk, the Company reviews new customers’ credit history before granting credit and conducts regular reviews of existing customers’ credit performance. As of ~~September~~March 3031, 2024 and December 31, 2023, no single customer represented more than 10% of the Company’'s receivables ~~(December 31, 2022 – two customers located in the U~~.~~S. represented 26% or $144 million).~~

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, 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.

COST RISK

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 of natural gas over the next 310 months.

The natural gas derivative contracts were effective as of ~~September~~March 3031, ~~2023~~2024.

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2023~~2024

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

NOTE 5 – DERIVATIVES AND HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENT (CONTINUED)

FOREIGN CURRENCY RISK

Cash flow hedges:

The Company has manufacturing operations in the United States and Canada. As a result, it is exposed to movements in foreign currency exchange rates in Canada. Moreover, certain assets and liabilities are denominated in Canadian 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. 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~~Current contracts are used to hedge forecasted purchases in Canadian dollars by the Company’s Canadian ~~subsidiary~~subsidiaries over the next 2422 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 effective as of ~~September~~March 3031, ~~2023~~2024.

FAIR VALUE MEASUREMENT

The accounting standards for fair value measurements and disclosures establish 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.

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2023~~2024

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

NOTE 5 – 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) and (c) below) at ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, in accordance with the accounting standards for fair value measurements and disclosures and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.

Fair Value of financial instruments at:	~~September~~March 3031, ~~2023~~2024		Quoted prices in active markets for identical assets (Level 1)		Significant observable inputs (Level 2)		Significant unobservable inputs (Level 3)			Balance sheet classification
	$		$		$		$
Derivatives designated as hedging instruments:
Asset derivatives
Currency derivatives		3		—		3		—	(a)	Prepaid expenses
Total Assets		3		—		3		—
Natural gas swap contracts		1		—		1		—	(a)	Prepaid expenses
Currency derivatives		1		—		1		—	(a)	Other assets
Total Assets		5		—		5		—
Liabilities derivatives
Currency derivatives		65		—		65		—	(a)	Trade and other payables
Natural gas swap contracts		6		—		6		—	(a)	Trade and other payables
Currency derivatives		1		—		1		—	(a)	Other liabilities and deferred credits
Total Liabilities		712		—		712		—
Other Instruments:
Long-term debt due within one year		67		—		67		—	(b)	Long-term debt due within one year
Long-term debt		2,~~226~~246		—		2,~~226~~246		—	(c)	Long-term debt

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2023~~2024

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

NOTE 5 – DERIVATIVES AND HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENT (CONTINUED)

Fair Value of financial instruments at:	December 31, ~~2022~~2023		Quoted prices in active markets for identical assets (Level 1)		Significant observable inputs (Level 2)		Significant unobservable inputs (Level 3)			Balance sheet classification
	$		$		$		$
Derivatives designated as hedging instruments:
Asset derivatives
Currency derivatives		29		—		29		—	(a)	Prepaid expenses
Natural gas swap contracts		41		—		41		—	(a)	Prepaid expenses
Currency derivatives		14		—		14		—	(a)	Other assets
Total Assets		7		—		7		—
Natural gas swap contracts		1		—		1		—	(a)	Other assets
Total Assets		15		—		15		—
Liabilities derivatives
Currency derivatives		162		—		162		—	(a)	Trade and other payables
Natural gas swap contracts		35		—		35		—	(a)	Trade and other payables
Currency derivatives		3		—		3		—	(a)	Other liabilities and deferred credits
Total Liabilities		7		—		7		—
Total Liabilities		22		—		22		—
Other Instruments:
Long-term debt due within one year		4767		—		4767		—	(b)	Long-term debt due within one year
Long-term debt		12,~~321~~234		—		12,~~321~~234		—	(c)	Long-term debt

(a)

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

- For currency derivatives: Foreign currency forward and option contracts are valued using standard valuation models. Interest rates, forward market rates and volatility are used as inputs for such valuation techniques.

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

(b)

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 ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023. The carrying value of the Company’s long-term debt due within one year is $67 million ~~and $47 million~~ at ~~September~~both 30March 31, ~~2023~~2024 and December 31, ~~2022, respectively~~2023.

(c)

The carrying value of the Company’s long-term debt is $2,~~426~~415 million and $12,~~503~~410 million at ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, respectively.

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

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2023~~2024

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

NOTE 6.

_________________

PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS

DEFINED CONTRIBUTION PLANS

The Company has several defined contribution plans and multi-employer plans. The pension expense under these plans is equal to the Company’s contribution. For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2024, the pension expense was $1416 million ~~and $40 million, respectively~~ (~~2022~~2023 – $815 million ~~and $29 million, respectively~~).

The Company expects to contribute approximately $1344 million under these plans during the remainder of the year.

DEFINED BENEFIT PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS

The Company's employees participate in various employee benefit plans.

Prior to the Acquisition, Resolute provided a range of benefits to its employees and retirees, including pension benefits and post-retirement benefits. As part of the Acquisition, the Company assumed the assets and liabilities associated with these plans. Accordingly, on the ~~acquisition~~Acquisition ~~date~~Date, the Company recorded assets of $19 million and liabilities of $656 million on the Consolidated Balance Sheet related to Resolute's pension and post-retirement benefit plans.

The underlying fair value of the pension fund assets and liabilities related to the defined benefit pension plans and post-retirement benefit plans of Resolute were $3,029 million and $3,666 million, respectively, at the time of the Acquisition.

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

	For the three months ended						~~For the nine months ended~~
	September 30, 2023						September 30, 2023
	March 31, 2024
	Pension plans			Other post-retirement benefit plans			~~Pension plans~~			~~Other post-retirement benefit plans~~
	$			$			$			$
Service cost		5			1—			17			1
Interest expense		5551			1			~~135~~			3
Expected return on plan assets		(6157	)		—			~~(151~~	)		—
Curtailment loss (gain) (1)		3			(1	)		3			(1	)
Net periodic benefit cost		(1	)		1
Special termination benefits recognized (1)		13			2			13			2
Net periodic benefit cost		15			3			17			5

	For the three months ended						~~For the nine months ended~~
	September 30, 2022						September 30, 2022
	March 31, 2023
	Pension plans			Other post-retirement benefit plans			~~Pension plans~~			~~Other post-retirement benefit plans~~
	$			$			$			$
Service cost		64			1—			17			1
Interest expense		927			—1			27			1
Expected return on plan assets		(1431	)		—			~~(51~~	)		—
Settlement gain (2)		(1	)		—			(9	)		—
Amortization of net actuarial gain		—			(1	)
Net periodic benefit cost		—			1—			~~(16~~	)		2

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2023~~2024

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

NOTE 6 – PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS (CONTINUED)

~~(1) Special~~The ~~termination~~components ~~benefits recognized~~ of ~~$13~~net ~~million~~periodic inbenefit ~~the~~cost for pension plans and ~~$2 million in~~ other post-retirement benefits plans, asother ~~well~~than asservice acost, ~~curtailment~~are ~~gain~~presented ~~of $1 million~~ in ~~other post~~Non-~~retirement~~service ~~plans,~~components ~~related to the idling~~ of ~~the~~net ~~Espanola,~~periodic ~~Ontario~~benefit ~~mill~~cost ~~are presented in Closure and restructuring costs~~ on the Consolidated Statement of Earnings ~~(Loss)~~ and Comprehensive Income (Loss).

~~(2) During~~For the ~~second~~three ~~quarter~~months ofended ~~2022~~March 31, 2024, the Company ~~entered~~contributed ~~into agreements with insurance companies to purchase group annuity buy-out contracts and transfer approximately~~ $~~105~~25 million (C2023 – $~~135~~7 million) ofto ~~its~~the ~~Quebec,~~pension ~~Canada defined benefit~~ plans' ~~projected benefit obligations~~ and $853 million of(2023 ~~its~~– U.S. defined benefit plans' projected benefit obligations. The transactions closed in April 2022 for Canada and in June 2022 for the U.S. and were funded with pension plan assets. Additionally, the Company entered into agreements with existing insurers to convert $~~141~~3 million ~~(C$180 million~~) ~~of existing buy-in annuity contracts~~ to ~~buy-out annuity contracts to complete~~ the ~~full~~other ~~transfer of these obligations. These annuity buy~~post-~~out~~retirement ~~transactions~~benefit ~~transferred responsibility for pension benefits for approximately 3,253 retirees and their beneficiaries. Settlement accounting rules required a remeasurement of the~~ plans ~~as of April 30, 2022 for Canada and June 30, 2022 for the U~~.~~S. and the Company recognized a non-cash pension settlement gain of $8 million before tax in the second quarter of 2022.~~

The ~~components~~Company ofexpects ~~net~~to ~~periodic~~make ~~benefit~~cash ~~cost~~contributions ~~for~~of ~~pension~~approximately ~~plans~~$64 ~~and~~million ~~other~~to ~~post-retirement~~the ~~benefits~~pension plans, ~~other~~and ~~than~~$12 ~~service~~million ~~cost,~~to ~~are~~the ~~presented~~other ~~in Non~~post-~~service~~retirement ~~components of net periodic~~ benefit ~~cost~~plans onduring the ~~Consolidated~~remainder ~~Statement~~ of ~~Earnings~~the ~~(Loss) and Comprehensive Income (Loss)~~year.

For the three and nine months ended September 30, 2023, the Company contributed $16 million and $38 million, respectively, (2022 – $2 million and $6 million, respectively) to the pension plans and $2 million and $8 million, respectively, (2022 – $1 million and $3 million, respectively) to the other post-retirement benefit plans.

The Company expects to make cash contributions of approximately $16 million to the pension plans and $4 million to the other post-retirement benefit plans during the remainder of the year.

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2023~~2024

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

NOTE 7.

_________________

INCOME TAXES

For the ~~third~~first quarter of ~~2023~~2024, the Company’s had income tax expense ~~was~~of $355 million, consisting of a$2 million of current income tax expense ~~of $10 million~~ and a deferred income tax expense of $253 million. This compares to an income tax ~~expense~~benefit of $4856 million in the ~~third~~first quarter of ~~2022~~2023, consisting of a$11 million of current income tax expense ~~of $19 million~~ and a deferred income tax ~~expense~~benefit of $2967 million. The Company ~~made~~received ~~payments~~refunds, net of income tax ~~refunds~~payments, of $28 million during the ~~third~~first quarter of ~~2023~~2024. The effective tax rate ~~was~~for ~~-30%~~the ~~compared~~first ~~with~~quarter anof ~~effective~~2024 ~~tax~~was ~~rate~~100% ofcompared 23to -1867% infor the ~~third~~first quarter of ~~2022~~2023. The ~~Company’s~~effective tax ~~provision~~rate for ~~interim~~2024 ~~periods~~ is ~~determined~~unfavorably ~~using~~impacted anby ~~estimate~~a ofvaluation ~~its~~allowance ~~annual~~on ~~effective~~ tax ~~rate~~assets ~~and then adjusting for discrete items~~ arising infrom ~~that~~deferred ~~quarter.~~interest Inexpenses, ~~each~~foreign ~~interim~~exchange ~~quarter~~items ~~the~~and ~~Company~~additional ~~updates~~U.S. ~~its~~tax ~~estimate~~expense ofon ~~the~~foreign ~~annual~~operations. The effective tax rate ~~and,~~for if2023 ~~the~~was ~~estimated~~favorably ~~annual~~impacted ~~tax~~by ~~rate~~a ~~changes,~~valuation ~~makes~~allowance areversal ~~cumulative~~on ~~adjustment~~SPI’s intax ~~that~~loss ~~quarter.~~carryforwards ~~The~~due ~~effective~~to ~~tax~~management’s ~~rate~~assessment ~~for~~that the ~~third~~future ~~quarter~~income of ~~2023~~SPI ~~was~~would ~~unfavorably~~be ~~impacted~~sufficient byto ~~such~~utilize athe ~~cumulative~~losses ~~adjustment,~~prior ~~mainly due~~ to aexpiration. ~~change~~This inwas ~~the~~partially ~~mix~~offset ~~of forecasted earnings~~ by ~~jurisdiction,~~certain ~~the~~transaction ~~inclusion~~costs ofincurred without a ~~full~~corresponding ~~valuation~~tax ~~allowance~~benefit ~~on deferred interest expenses,~~ and additional U.S. ~~taxes~~tax ~~from~~expense for the ~~sale~~Global ofIntangible ~~Canadian~~Low-Taxed ~~mills.~~Income inclusion related to income from foreign operations.

~~For~~In ~~the~~October ~~first nine months of 2023~~2021, the ~~Company’s~~Organization ~~income~~for ~~tax~~Economic ~~benefit~~Co-operation ~~was~~and ~~$30~~Development ~~million,~~(OECD) ~~consisting~~announced ofthe aOECD/G20 ~~current~~Inclusive ~~income~~Framework ~~tax~~on ~~expense~~Base ofErosion ~~$16 million~~ and aProfit ~~deferred~~Shifting ~~income~~which ~~tax~~agreed ~~benefit~~to ofa ~~$46~~two-pillar ~~million.~~framework ~~This compares~~ to anaddress ~~income~~ tax ~~expense~~challenges ofarising ~~$67~~from ~~million~~digitalization inof the ~~first~~economy ~~nine months of 2022, consisting of a current income tax expense of $45 million~~ and aprofit ~~deferred income tax expense of $22 million~~shifting. ~~The~~In ~~Company~~December ~~made payments~~2021, ~~net~~the ofOECD ~~income~~published ~~tax~~the ~~refunds,~~Global ofAnti-Base ~~$68~~Erosion ~~million~~Model ~~during~~Rules ~~the~~("GloBE ~~first~~Rules") ~~nine~~designed ~~months~~to ofensure ~~2023.~~that ~~The~~multinational ~~effective~~enterprises ~~tax~~are ~~rate~~subject ~~was~~to ~~30%~~tax ~~compared~~at to an effective minimum tax rate of 2315% in ~~the~~each ~~first~~jurisdiction ~~nine~~where ~~months~~they ~~of 2022~~operate. The ~~effective~~GloBE ~~tax~~Rules ~~rate~~were ~~for~~enacted ~~the~~or ~~nine~~are ~~months~~in ~~of 2023 was impacted by~~ the ~~reversal~~process of ~~the~~being ~~valuation~~enacted ~~allowance~~into onthe ~~Skookumchuck~~domestic ~~Pulp~~law ~~Inc.’s~~of ~~tax loss carryforwards due to management’s assessment that~~ the ~~future~~majority ~~income~~ of ~~Skookumchuck~~countries ~~Pulp~~wherein ~~Inc. would be sufficient to utilize~~ the ~~losses~~Company ~~prior to expiration~~operates. ~~This~~For ~~was partly offset by~~ the ~~inclusion~~first quarter of a2024, ~~full~~the ~~valuation~~GloBE ~~allowance~~Rules ondid ~~deferred~~not ~~interest~~impact ~~expenses, U.S. taxes from~~ the ~~sale~~Company’s offinancial ~~Canadian~~results ~~mills~~however, ~~and~~we ~~transaction~~continue ~~costs~~to ~~with~~evaluate ~~minimal~~its ~~tax~~impact ~~benefit~~on future periods.

During the third quarter of 2023, the Company’s management has determined that it is less than likely to be able to deduct its deferred interest expense in future tax years and has recorded a valuation allowance of $9 million on the related deferred tax asset which impacted tax expense for the quarter. Additionally, the Company’s estimated annual effective tax rate now includes a valuation allowance on the expected current year deferred interest expense.

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2023~~2024

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

NOTE 8.

_________________

INVENTORIES

The following table presents the components of inventories:

	September 30,		December 31,
	March 31,		December 31,
	2023		2022
	2024		2023
	$		$
Work in process and finished goods		~~641~~695		~~400~~672
Raw materials		~~290~~314		~~147~~328
Operating and maintenance supplies		~~280~~347		~~171~~337
		1,211		718
		1,356		1,337

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2023~~2024

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

NOTE 9.

_________________

OTHER ASSETS

The following table presents the components of other assets:

	September 30,		December 31,
	March 31,		December 31,
	2023		2022
	2024		2023
	$		$
Pension asset - defined benefit pension plans		~~226~~223		~~219~~225
Countervailing duty and anti-dumping duty cash deposits on softwood lumber		~~147~~167		—159
Other		57		32
Off-market contracts		73		72
		430		251
Other		76		85
		539		541

As of September 30, 2023, a total of $594 million of countervailing and anti-dumping duty cash deposits on estimated softwood lumber duties were paid. Of this amount, $563 million of deposits were paid at acquisition date and were included in the preliminary purchase price allocation (refer to Note 3 “Acquisition of businesses”). These deposits are measured, since the acquisition, using a model based on the assumptions that a settlement would be reached and that a certain percentage of the deposits would be recovered after a certain period of time.

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2023~~2024

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

NOTE 10.

_________________

CLOSURE AND RESTRUCTURING, IMPAIRMENT OF LONG-LIVED ASSETS AND ASSET CONVERSION COSTS

Ashdown curtailment, Arkansas mill

On February 21, 2024, the Company announced that it will indefinitely curtail paper operations at its Ashdown, Arkansas, facility. The Ashdown Mill’s paper machine and associated sheeter will be indefinitely idled by the end of June 2024. The curtailment is not expected to result in a workforce reduction.

During the first quarter of 2024, the Company recorded $6 million of accelerated depreciation, under Depreciation and amortization on the Consolidated Statement of Earnings and Comprehensive Income (Loss).

Catalyst restructuring and impairment costs, British Columbia mills

On October 6, 2022, it was announced that paper operations at the Crofton mill would be curtailed indefinitely starting early December 2022. However, the paper operations restarted in January 2023 but were curtailed again in July 2023. On January 25, 2024, the Company announced the indefinite curtailment of the Crofton mill paper operations. As a result, for the three months ended March 31, 2024, the Company recorded $4 million of accelerated depreciation, under Depreciation and amortization on the Consolidated Statement of Earnings and Comprehensive Income (Loss) (2023 – $19 million of write-off of property, plant and equipment, under Impairment of long-lived assets on the Consolidated Statements of Earnings and Comprehensive Income (Loss)).

On December 1, 2021, it was announced that operations at the Tiskwat mill at Powell River would be curtailed indefinitely. On August 16, 2023, it was announced that operations would be curtailed permanently.

During the first quarter of 2024, the Company recorded $3 million of severance and termination costs, and $2 million of write-off of inventory, under Closure and restructuring costs on the Consolidated Statement of Earnings and Comprehensive Income (Loss) (2023 – $7 million and nil, respectively).

Idling of Espanola, Ontario mill

On September 6, 2023, the Company announced the indefinite idling of the Espanola Mill’s pulp and paper operations for an expected period greater than one year. The mill has been idled after years of ongoing operating losses and high costs associated with maintaining and operating the facility. The pulp mill was shut down in early October 2023 and the paper machines ~~will~~were be shut down byin ~~the~~early ~~end of the year~~2024.

During the first quarter, ~~the Company recorded $6 million~~ of ~~write-off of property~~2024, ~~plant and equipment and $3 million of write-off of investment under Impairment of long-lived assets, on~~ the ~~Consolidated Statement of Earnings (Loss) and Comprehensive Income (Loss). Additionally, the~~ Company recorded $231 million of ~~inventory obsolescence, $11 million of severance and termination costs, $14 million of pension and~~ other ~~post-retirement~~ costs ~~and $6 million of other costs~~, under Closure and restructuring costs, on the Consolidated Statement of Earnings ~~(Loss)~~ and Comprehensive Income (Loss).

Conversion of Kingsport, Tennessee mill

The Company has entered the linerboard market with the conversion of the 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 the Company with a strategic footprint in a growing adjacent market. The conversion was fully completed in June 2023. For the three ~~and nine~~ months ended ~~September~~March 3031, 2023, the Company recorded ~~nil and~~ $6330 million, ~~respectively,~~ under Asset conversion costs on the Consolidated Statement of Earnings ~~(Loss)~~ and Comprehensive Income (Loss) ~~(2022 – $20 million and $45 million, respectively)~~.

Other Costs

During the first quarter of 2024, other costs related to to previous and ongoing closures and restructuring included $1 million of severance and termination costs and $4 million of other costs (2023 – nil and nil, respectively).

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2023~~2024

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

NOTE 11.

_________________

~~LONG-TERM~~CHANGES ~~DEBT~~IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT

		Par			September 30,		December 31,
	Maturity	Amount		Currency	2023		2022
		$			$		$
Unsecured notes
6.25% Notes	2042		116	USD		121		121
6.75% Notes	2044		150	USD		156		157
Senior secured notes
6.75% Notes	2028		642	USD		642		642
ABL Revolving Credit Facility	2028		335	USD		335		—
First Lien Term Loan	2028		348	USD		346		639
Farm Credit Term Loan A	2030		649	USD		643		—
Farm Credit Term Loan B	2028		273	USD		273		—
Other				USD		3		14
Finance lease obligations	2023 - 2028					5		4
						2,524		1,577
Less: Unamortized debt issuance costs						31		27
Less: Due within one year						67		47
						2,426		1,503

The following table presents the changes in Accumulated other comprehensive loss by component(1) for the three months ended March 31, 2024 and the year ended December 31, 2023:

ABL REVOLVING CREDIT FACILITY


	Net derivative (losses) gains on cash flow hedges			Pension items(2)			Post-retirement benefit items(2)			Foreign currency items			Total
	$			$			$			$			$
Balance at December 31, 2022		(12	)		(5	)		36			(41	)		(22	)
Natural gas swap contracts		(9	)	N/A			N/A			N/A				(9	)
Currency options		1		N/A			N/A			N/A				1
Foreign exchange forward contracts		9		N/A			N/A			N/A				9
Net loss	N/A				(69	)		(3	)	N/A				(72	)
Foreign currency items	N/A			N/A			N/A				34			34
Other comprehensive income (loss) before reclassifications		1			(69	)		(3	)		34			(37	)
Amounts reclassified from Accumulated other comprehensive loss		16			2			(3	)		—			15
Net current period other comprehensive income (loss)		17			(67	)		(6	)		34			(22	)
Balance at December 31, 2023		5			(72	)		30			(7	)		(44	)
Natural gas swap contracts		(4	)	N/A			N/A			N/A				(4	)
Currency options		(1	)	N/A			N/A			N/A				(1	)
Foreign exchange forward contracts		(9	)	N/A			N/A			N/A				(9	)
Net loss	N/A				—			—		N/A				—
Foreign currency items	N/A			N/A			N/A				(26	)		(26	)
Other comprehensive loss before reclassifications		(14	)		—			—			(26	)		(40	)
Amounts reclassified from Accumulated other comprehensive loss		3			—			—			—			3
Net current period other comprehensive loss		(11	)		—			—			(26	)		(37	)
Balance at March 31, 2024		(6	)		(72	)		30			(33	)		(81	)

(1)

OnAll ~~March~~amounts 1,are ~~2023,~~after ~~the Company amended its ABL Revolving Credit Facility that matures on March 1, 2028 (extended from November 30, 2026)~~tax. ~~The~~Amounts ~~Company’s~~in ~~ABL~~parentheses ~~Revolving~~indicate ~~Credit Facility provides for revolving loans and letters of credit of up to $1~~losses.0 billion (up from $400 million), subject to borrowing base capacity, which was $966 million at September 30, 2023. On March 1, 2023, the ABL Revolving Credit Facility was drawn by $210 million to partially fund the Acquisition and provide liquidity.

(2)

The ~~ABL~~projected ~~Revolving~~benefit ~~Credit~~obligation ~~Facility, when specified excess availability~~ is ~~less~~actuarially ~~than~~determined ~~the~~on ~~greater~~an ofannual ~~$87.5~~basis ~~million~~as ~~and 10%~~ of ~~the~~December ~~lesser of the borrowing base and maximum borrowing capacity, requires the maintenance of a fixed charge coverage ratio of 1~~31.~~00 to 1.00 at the end of each fiscal quarter for the trailing twelve month period. This covenant did not apply as at September 30, 2023.~~

On September 30, 2023, the Company had borrowings of $335 million and $180 million of letters of credit outstanding under this facility, leaving unused commitments of $451 million available.

FARM CREDIT TERM LOAN

On March 1, 2023, the Company entered into a Term Loan Credit Agreement (the “Farm Credit Term Loan”) for $949 million, consisting of two tranches: (a) $666 million of Farm Credit Term Loan A used to refinance renewable energy investments and facilitate the Acquisition and (b) $283 million of Farm Credit Term Loan B used to repay $283 million of borrowings under the First Lien Term Loan Facility.

Farm Credit Term Loan A will mature on March 1, 2030 and Farm Credit Term Loan B will mature on November 30, 2028. The Farm Credit Term Loan bears interest at a floating rate per annum, at Domtar’s option, (i) at SOFR (adjusted by 0.10%) plus 6.00% or a base rate plus 5.00%, with respect to Farm Credit Term Loan A and (ii) at SOFR (adjusted by 0.10%) plus 5.75% or a base rate plus 4.75%, with respect to Farm Credit Term Loan B. The SOFR rate is subject to an interest rate floor of 0.75% and the base rate is subject to an interest rate floor of 1.75%. Borrowings under the Company's Farm Credit Term Loan will amortize in equal quarterly installments in an amount equivalent to 5.00% per annum of the principal amount. The Farm Credit Term Loan ranks pari passu with the First Lien Term Loan Credit Agreement and the Senior Secured Notes.

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2023~~2024

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

NOTE 11 – ~~LONG-TERM~~CHANGES ~~DEBT~~IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT (CONTINUED)

The ~~Company~~following istables ~~required~~present toreclassifications ~~offer~~out ~~to prepay the loans under the Farm Credit Term Loan, the First Lien Term Loan Facility and the Senior Secured Notes with 100%~~ of ~~the~~Accumulated ~~net~~other ~~cash~~comprehensive proceeds of certain asset sales subject to reinvestment rights. The Company is required to prepay the Farm Credit Term Loan and First Lien Term Loan Facility with 100% of the net cash proceeds of certain debt issuances and 50% of excess cash flow, subject to certain exceptions. loss:

The Farm Credit Term Loan contains customary negative covenants, including, but not limited to, restrictions on the Company's ability and that of its restricted subsidiaries to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make investments, pay dividends or make other restricted payments, sell or otherwise transfer assets or enter into transactions with affiliates.


Details about Accumulated other comprehensive loss components	Amounts reclassified from Accumulated other comprehensive loss
	For the three months ended
	March 31,			March 31,
	2024			2023
	$			$
Net derivative losses on cash flow hedge
Natural gas swap contracts (1)		(3	)		(7	)
Currency options and forwards (1)		(1	)		(4	)
Total before tax		(4	)		(11	)
Tax benefit		1			3
Net of tax		(3	)		(8	)

Amortization of other post-retirement benefit items
Amortization of net actuarial gain (2)		—			1
Total before tax		—			1
Tax expense		—			—
Net of tax		—			1

(1)

~~The~~These ~~Farm~~amounts ~~Credit~~are ~~Term~~included ~~Loan~~in ~~provides~~Cost ~~that, upon the occurrence~~ of ~~certain~~sales ~~events~~in ~~of default,~~ the ~~Company's~~Consolidated ~~obligations~~Statements ~~thereunder may be accelerated. Such events~~ of ~~default~~Earnings ~~include payment defaults to the lenders thereunder, material inaccuracies of representations~~ and ~~warranties,~~Comprehensive ~~covenant~~Income defaults, cross-defaults to other material indebtedness, voluntary and involuntary bankruptcy, insolvency, corporate arrangement, winding-up, liquidation or similar proceedings, material money judgments, change of control and other customary events of default(Loss).

(2)

~~During~~These ~~the~~amounts ~~three~~are ~~and~~included ~~nine~~in ~~months ended September 30, 2023,~~ the ~~Company~~computation ~~repaid~~of $9net ~~million~~periodic ~~and~~benefit ~~$17~~cost ~~million,~~(see ~~respectively,~~Note of6 ~~Farm~~“Pension ~~Credit~~plans ~~Term Loan A,~~ and $3other ~~million~~post-retirement ~~and~~benefit ~~$10~~plans” ~~million, respectively, of Farm Credit Term Loan B, as required~~ for ~~quarterly~~more ~~amortization~~details). ~~At September 30, 2023 there was $649 million of borrowings under Farm Credit Term Loan A and $273 million of borrowings under Farm Credit Term Loan B.~~

FIRST LIEN TERM LOAN FACILITY

During the three and nine months ended September 30, 2023, the Company repaid $5 million and $14 million, respectively, as required for quarterly amortization. The Company also repaid $283 million on March 1, 2023 pursuant to the Acquisition and related to the issue of Farm Credit Term Loan B for $283 million. At September 30, 2023 there was $348 million of borrowings outstanding under the First Lien Term Loan Facility.

On January 7, 2022, the Company utilized $127 million under the Delayed Draw Term Loan facility to fund a portion of the redemptions of the Existing Domtar Notes pursuant to the Domtar Notes Change of Control Offers that terminated on January 3, 2022. The remainder of the Delayed Draw Term Loan facility was cancelled.

REDEMPTION OF RESOLUTE NOTES

Resolute had $300 million of notes outstanding upon the Acquisition taking place. On February 14, 2023, Resolute delivered notice of redemption to holders of the 4.875% senior notes due 2026. The redemption notice provided for the full redemption of $300 million principal amount of the notes on March 1, 2023 at a redemption price equal to 102.438% of the principal amount of the notes redeemed, plus accrued and unpaid interest. The redemption of the notes was subject to the consummation of the Acquisition. Following the redemption on March 1, 2023, no Resolute notes remain outstanding.

SENIOR SECURED NOTES

On January 7, 2022, $133 million of the 6.75% Senior Secured Notes due 2028 were redeemed, with accrued interest of $2 million, as a result of the Domtar Existing Notes Change of Control Offers that terminated on January 3, 2022.

EXISTING DOMTAR NOTES CHANGE OF CONTROL OFFERS

On January 3, 2022, $134 million of the 6.25% Notes due 2042 and $100 million of the 6.75% Notes due 2044 were tendered pursuant to the offer. In addition, $3 million of premium and $6 million of accrued interest were paid. As a result, $116 million of the 6.25% Notes due 2042 and $150 million of the 6.75% Notes due 2044, remain outstanding as of September 30, 2023.

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2023~~2024

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

NOTE 12.

_________________

OTHER LIABILITIES AND DEFERRED CREDITS

The following table presents the components of other ~~liabilites~~liabilities and deferred credits:

	September 30,		December 31,
	March 31,		December 31,
	2023		2022
	2024		2023
	$		$
Provision for environmental and asset retirement obligations		~~103~~110		38111
Contingent consideration for contingent value right		~~124~~138		—133
Other		6261		3162
		289		69
		309		306

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2023~~2024

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

NOTE 13.

_________________

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT

The following table presents the changes in Accumulated other comprehensive loss by component(1) for the nine months ended September 30, 2023 and the year ended December 31, 2022:

	Net derivativegains (losses) oncash flow hedges			Pension items(2)			Post-retirementbenefit items(2)			Foreign currencyitems			Total
	$			$			$			$			$
Balance at December 31, 2021		—			17			(1	)		8			24
Natural gas swap contracts		14		N/A			N/A			N/A				14
Currency options		(2	)	N/A			N/A			N/A				(2	)
Foreign exchange forward contracts		(16	)	N/A			N/A			N/A				(16	)
Net (loss) gain	N/A				(11	)		9		N/A				(2	)
Foreign currency items	N/A			N/A			N/A				(71	)		(71	)
Other comprehensive (loss) income before reclassifications		(4	)		(11	)		9			(71	)		(77	)
Amounts reclassified from Accumulated other comprehensive income		(8	)		(7	)		(1	)		—			(16	)
Net current period other comprehensive (loss) income		(12	)		(18	)		8			(71	)		(93	)
Balance at December 31, 2022		(12	)		(1	)		7			(63	)		(69	)
Natural gas swap contracts		(6	)	N/A			N/A			N/A				(6	)
Currency options		—		N/A			N/A			N/A				—
Foreign exchange forward contracts		—		N/A			N/A			N/A				—
Net loss	N/A				(11	)		—		N/A				(11	)
Foreign currency items	N/A			N/A			N/A				(2	)		(2	)
Other comprehensive loss before reclassifications		(6	)		(11	)		—			(2	)		(19	)
Amounts reclassified from Accumulated other comprehensive loss		14			8			—			—			22
Net current period other comprehensive income (loss)		8			(3	)		—			(2	)		3
Balance at September 30, 2023		(4	)		(4	)		7			(65	)		(66	)

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

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

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

NOTE 13 – CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT (CONTINUED)

The following tables present reclassifications out of Accumulated other comprehensive loss:

Details about Accumulated other comprehensive loss components	Amounts reclassified from Accumulated other comprehensive loss
	For the three months ended
	September 30,			September 30,
	2023			2022
	$			$
Net derivative (losses) gains on cash flow hedge
Natural gas swap contracts (1)		(2	)		6
Currency options and forwards (1)		(2	)		(2	)
Total before tax		(4	)		4
Tax benefit (expense)		1			(1	)
Net of tax		(3	)		3
Amortization of defined benefit pension items
Amortization of net actuarial gain (2) (3)		—			1
Curtailment loss (4)		(11	)		—
Total before tax		(11	)		1
Tax benefit		3			—
Net of tax		(8	)		1

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

NOTE 13 – CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT (CONTINUED)

	Amounts reclassified from Accumulated other comprehensive loss
	For the nine months ended
	September 30,			September 30,
	2023			2022
	$			$
Net derivatives (losses) gains on cash flow hedge
Natural gas swap contracts (1)		(9	)		12
Currency options and forwards (1)		(10	)		—
Total before tax		(19	)		12
Tax benefit (expense)		5			(3	)
Net of tax		(14	)		9
Amortization of defined benefit pension items
Amortization of net actuarial gain (2) (3)		—			9
Curtailment loss (4)		(11	)		—
Total before tax		(11	)		9
Tax benefit (expense)		3			(2	)
Net of tax		(8	)		7
Amortization of other post-retirement benefit items
Discontinued operations		—			1
Total before tax		—			1
Tax expense		—			—
Net of tax		—			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 6 “Pension Plans and Other Post-Retirement Benefit Plans” for more details).

Includes non-cash pension settlement gains of $1 million and $9 million for the three and nine months ended September 30, 2022, respectively.

Includes $3 million curtailment triggered by the termination of two pension plans, which was included in the computation of net periodic benefit cost, and a remeasurement of $8 million of benefit obligation to reflect curtailment as a result of the closure and the sale of two mills.

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

NOTE 14.

_________________

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.

The Company has environmental liabilities of $5862 million and $64 million recorded as of ~~September~~March 3031, 2024 and December 31, 2023, respectively, primarily related to environmental remediation related to closed sites. The amount of these liabilities represents management’s estimate of the ultimate settlement based on an assessment of relevant factors and assumptions and could be affected by changes in facts or assumptions not currently known to management for which the outcome cannot be reasonably estimated at this time.

The Company also has asset retirement obligations of $5760 million recorded as of ~~September~~March 3031, 2024 and December 31, 2023, primarily consisting of liabilities associated with landfills, sludge basins and the dismantling of retired assets.

These liabilities are included in Trade and other payables and Other liabilities and deferred credits in the Consolidated Balance Sheets.

Additionally, the Company has asset retirement obligations with indeterminate settlement dates. The fair value of these liabilities cannot be estimated due to the lack of sufficient information to estimate the settlement dates of the obligation. The Company will recognize liability in the period in which sufficient information becomes available. These asset retirement obligations relate mainly to disposal of potentially hazardous materials that may be required if the Company undergoes major maintenance, renovation or demolition, and to closure of retention ponds that may be required if it ceases its operations.

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”, 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.

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 ~~September~~March 3031, ~~2023~~2024, 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.

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 ~~September~~March 3031, ~~2023~~2024, the Company is unable to estimate the potential maximum liabilities for these types of indemnification guarantees as the amounts are contingent upon the outcome of future events, the nature and likelihood of which cannot be reasonably estimated at this time. Accordingly, no provision has been recorded. These indemnifications have not yielded a significant expense in the past.

3229

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2023~~2024

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

NOTE 1413 – COMMITMENTS AND CONTINGENCIES (CONTINUED)

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 ~~September~~March 3031, ~~2023~~2024, the Company has not recorded a liability associated with these indemnifications, as it does not expect to make any payments pertaining to these indemnifications.

CLIMATE CHANGE AND AIR QUALITY REGULATIONS

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.

In 2019, 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 vacated the ACE rule and, the repeal of the Clean Power Plan, but the court stayed its mandate as to the Clean Power Plan repeal to avoid reinstating that now outdated rule. However, on June 30, 2022, the Supreme Court reversed the D.C. Circuit’s decision, holding that the Clean Power Plan was an “extraordinary” case of an agency claiming transformative power over a “major question” of policy without a clear statement from Congress. The decision does not completely bar the EPA from regulating greenhouse gas emissions from the power sector but prohibits the EPA from imposing standards based on “generation shifting” away from coal-fired power plants to natural gas plants and renewable resources. On May 23, 2023, the EPA proposed a new climate change rule for existing power plants and repealed the ACE rule. The new rule requires, by 2030, all coal-fired power plants to choose between carbon capture and sequestration, natural gas-co-firing, or retirement by 2032 (or 2035 with a 20% operating limit). The new rule also applies to all new gas combustion turbines and existing turbines that are large and frequently operated, requiring carbon capture and sequestration or the co-firing of or conversion to hydrogen in lieu of natural gas. While the rule, if finalized as proposed, would dramatically change the electric power sector, 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 gas (“GHG”) cap-and-trade system with reduction targets. Ontario has its GHG Emission Performance Standards regulation and the province of British Columbia has its own carbon tax programs. 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 that took effect in 2019. The Federal program is a backstop and takes effect if a province does not have a carbon pricing program or if a provincial program is not rigorous enough to meet federal requirements.

The EPA finalized amendments revising certain aspects of its Industrial Boiler Maximum Achievable Control Technology Standard (“MACT”), or Boiler MACT. The revised rule responded 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 EPA does not expect additional costs to be significant and the Company does not expect its facilities to be disproportionately affected compared to other U.S. pulp and paper producers.

3330

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2023~~2024

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

NOTE 1413 – COMMITMENTS AND CONTINGENCIES (CONTINUED)

LEGAL MATTERS

The Company becomes involved in various legal proceedings, claims and governmental inquiries, investigations, and other disputes in the normal course of business, including matters related to contracts, torts, commercial and trade disputes, taxes, environmental issues, activist damages, employment and workers’ compensation claims, grievances, human rights complaints, pension and benefit plans and obligations, health and safety, product safety and liability, asbestos exposure, financial reporting and disclosure obligations, corporate governance, Indigenous peoples’ claims, antitrust, governmental regulations, and other matters. Although the final outcome is subject to many variables and cannot be predicted with any degree of certainty, the Company regularly assesses the status of the matters and establishes provisions (including legal costs expected to be incurred) when it believes an adverse outcome is probable, and the amount can be reasonably estimated. Any recovery from litigation or settlement of claims that is a gain contingency is recognized if, and when, realized or realizable. Except as described below and for claims that cannot be assessed due to their preliminary nature, the Company believes that the ultimate disposition of these matters outstanding or pending as of ~~September~~March 3031, ~~2023~~2024, will not have a material adverse effect on the Company's Consolidated Financial Statements.

ASBESTOS-RELATED LAWSUITS

The Company is involved in a number of asbestos-related lawsuits filed primarily in U.S. state courts, including certain cases involving multiple defendants. These lawsuits principally allege direct or indirect personal injury or death resulting from exposure to asbestos-containing premises. While the Company disputes the plaintiffs’ allegations and intends to vigorously defend these claims, the ultimate resolution of these matters cannot be determined at this time. These lawsuits frequently involve claims for unspecified compensatory and punitive damages, and the Company is unable to reasonably estimate a range of possible losses, which may not be covered in whole or in part by its insurance coverage. However, unfavorable rulings, judgments or settlement terms could materially impact the Consolidated Financial Statements. Hearings for certain of these matters are scheduled to occur in the next twelve months.

COUNTERVAILING DUTY AND ANTI-DUMPING INVESTIGATIONS ON SOFTWOOD LUMBER

On November 25, 2016, countervailing duty and anti-dumping petitions were filed with the U.S. Department of Commerce (“Commerce”) and the U.S. International Trade Commission (“ITC”) by certain U.S. softwood lumber products producers and forest landowners, requesting that the U.S. government impose countervailing and anti-dumping duties on Canadian-origin softwood lumber products exported to the U.S. One of the Company’s subsidiaries was identified in the petitions as being a Canadian exporting producer of softwood lumber products to the U.S. and was selected as a mandatory respondent to be investigated by Commerce in ~~both~~the countervailing and anti-dumping duty investigations, in the first administrative review of the countervailing and anti-dumping duty orders, and in the second and third administrative reviews of the countervailing duty order. The Company was not selected as a respondent by Commerce in other administrative reviews of the countervailing and anti-dumping ~~investigations~~duty orders, in which the Company’s subject imports were assigned the rate applicable to non-selected importers.

~~Countervailing~~The ~~Duties~~cash deposit rates on account of countervailing and anti-dumping duties paid for the Company’s subject imports of Canadian-origin softwood lumber products into the United States are as follows:

On April 24, 2017, Commerce announced its preliminary determination in the countervailing duty investigation; as a result, from April 28, 2017 to August 25, 2017, the Company was required to pay cash deposits to the U.S. Customs and Border Protection agency (“U.S. Customs”) at a rate of 12.82% for countervailing duties on the vast majority of its U.S. imports of Canadian-produced softwood lumber. On November 2, 2017, Commerce issued its final determination in the countervailing investigation; as a result, from December 28, 2017 to November 30, 2020, the Company was required to pay cash deposits to U.S. Customs at a new rate of 14.70%. On November 23, 2020, Commerce issued its final determination in the first administrative review of the countervailing order; as a result, from December 1, 2020 to December 1, 2021, the Company was required to pay cash deposits to U.S. Customs at a rate of 19.10%. On November 24, 2021, Commerce issued its final determination in the second administrative review of the countervailing order; as a result, from December 2, 2021, to August 8, 2022, the Company was required to pay cash deposits to U.S. Customs at a rate of 18.07%. Commerce issued its final determination dated August 3, 2022, in the third administrative review of the countervailing order; as a result, from August 9, 2022 to July 31, 2023, the Company has been required to pay cash deposits to U.S. Customs at a rate of 10.10%. Commerce issued its final determination dated July 26, 2023, in the fourth administrative review of the countervailing order; as a result, since August 1, 2023, the Company has been required to pay cash deposits to U.S. Customs at a new rate of 1.79%. Through September 30, 2023, the Company’s cash deposits paid totaled $463 million.


Effective dates for deposits on account of countervailing duties	Cash deposit rates
Initial Investigation
April 28 2017 – November 7, 2017 (Preliminary Determination)		12.82	%
November 8, 2017 – November 30, 2020 (Final Determination)		14.70	%
First Administrative Review
December 1, 2020 – December 1, 2021		19.10	%
Second Administrative Review
December 2, 2021 – August 8, 2022		18.07	%
Third Administrative Review
August 9, 2022 – July 31, 2023		10.10	%
Fourth Administrative Review
August 1, 2023 – Present		1.79	%

3431

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2023~~2024

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

NOTE 1413 – COMMITMENTS AND CONTINGENCIES (CONTINUED)

~~Anti~~Commerce is expected to issue its final determination in the fifth administrative review of the countervailing investigation in the third quarter of 2024, at which time a new rate will take effect for the Company; this new rate was estimated at 6.71% for the Company in a non-~~dumping~~binding, ~~Duties~~preliminary determination issued on January 31, 2024, which is subject to modification in the upcoming final determination.

On June 26, 2017, Commerce announced its preliminary determination in the anti-dumping investigation; as a result, from June 30, 2017 to November 7, 2017, the Company was required to pay cash deposits to U.S. Customs at a rate of 4.59% for anti-dumping duties on the vast majority of the Company's U.S. imports of Canadian-produced softwood lumber. On November 2, 2017, Commerce issued its final determination in the anti-dumping investigation; as a result, from November 8, 2017 to November 29, 2020, the Company was required to pay cash deposits to U.S. Customs at a rate of 3.20%. On November 23, 2020, Commerce issued its final determination in the first administrative review of the anti-dumping order; as a result, from November 30, 2020 to December 1, 2021, the Company was required to pay cash deposits to U.S. Customs at a rate of 1.15%. On November 24, 2021, Commerce issued its final determination in the second administrative review of the anti-dumping order; as a result, from December 2, 2021, to August 8, 2022, the Company was required to pay cash deposits to U.S. Customs at a rate of 11.59%. Commerce issued its final determination dated August 3, 2022, in the third administrative review of the anti-dumping order; as a result, from August 9, 2022 to July 31, 2023, the Company has been required to pay cash deposits to U.S. Customs at a rate of 4.76%. Commerce issued its final determination dated July 26, 2023, in the fourth administrative review of the anti-dumping order; as a result, from August 1, 2023 to September 6, 2023, the Company has been required to pay cash deposits to U.S. Customs at a rate of 6.20%. On September 6, 2023, Commerce issued an amended determination in the fourth administrative review of the anti-dumping order; as a result, since September 7, 2023, the Company has been required to pay cash deposits to U.S. Customs at a new rate of 6.26%. Through September 30, 2023, the Company’s cash deposits paid totaled $131 million.


Effective dates for deposits on account of anti-dumping duties	Cash deposit rates
Initial Investigation
June 30, 2017 – November 7, 2017 (Preliminary Determination)		4.59	%
November 8, 2017 – November 29, 2020 (Final Determination)		3.20	%
First Administrative Review
November 30, 2020 – December 1, 2021		1.15	%
Second Administrative Review
December 2, 2021 – August 8, 2022		11.59	%
Third Administrative Review
August 9, 2022 – July 31, 2023		4.76	%
Fourth Administrative Review
August 1, 2023 – September 6, 2023		6.20	%
September 7, 2023 – Present		6.26	%

Commerce is expected to issue its final determination in the fifth administrative review of the anti-dumping investigation in the third quarter of 2024, at which time a new rate will take effect for the Company; this new rate was estimated at 7.15% for the Company in a non-binding, preliminary determination issued on January 31, 2024, which is subject to modification in the upcoming final determination.

Ongoing Administrative Reviews

Following Commerce’s completion of the Canadian softwood lumber investigation and the first, second, third, and fourth administrative reviews, the fifth administrative review remains pending. On March 14, 2023, Commerce published a notice initiating the fifth administrative review of the countervailing duty and anti-dumping orders on softwood lumber products from Canada; in decisions published on April 19, and 20, 2023, the Company was not selected as a mandatory respondent in the countervailing and anti-dumping proceedings, respectively. On March 5, 2024, Commerce published a notice initiating the sixth administrative review of the countervailing duty and anti-dumping orders on softwood lumber products from Canada.

Ongoing Appellate Reviews

On December 14, 2017 and January 4, 2018, the Company filed complaints supporting appellate reviews of the final results of Commerce’s countervailing and anti-dumping investigations on softwood lumber from Canada, respectively, before a binational panel formed pursuant to the North American Free Trade Agreement or United States-Mexico-Canada Agreement, as the case may be (“Panel”). The Panel issued its decision in the anti-dumping appellate review on October 5, 2023, finding that Commerce's methodology was inconsistent with applicable legal principles and ordering a remand to Commerce, as the Company now awaits Commerce's decision on remand. The hearing for the countervailing appellate review took place from September 27 to 29, 2023 and the Company now awaits a ruling by the Panel. On January 6, 2021 and January 19, 2021, the Company filed its complaints supporting appellate Panel reviews of the final results in the countervailing and anti-dumping first administrative reviews. The Company filed similar complaints with respect to the second administrative reviews on January 12, 2022, and with respect to the third administrative reviews on September 16, 2022. On May 8, 2023, the Company filed with the U.S. Court of International Trade ("CIT") a complaint supporting an appellate review of Commerce's final results in the sunset review of the anti-dumping order. On October 12, 2023, the Company joined the complaint filed by Canadian parties supporting an appellate Panel review of the final results in the countervailing fourth administration review, and also filed a summons before the CIT to initiate an appellate review of the final results in the anti-dumping fourth administrative review. All appellate reviews described above remain pending.

~~Ongoing Sunset Reviews~~32

In parallel, on December 1, 2022, Commerce and the ITC published notices that automatically initiated five-year “sunset” reviews to determine whether revocation, for the future, of the anti-dumping and countervailing duty orders on softwood lumber products from Canada would likely lead to continuation or recurrence of dumping or subsidies (Commerce) and of material injury (ITC). Commerce released final results in the sunset reviews of the countervailing and anti-dumping orders on March 27 and April 3, 2023, respectively, finding that revocation of the orders would be likely to lead to continuation or recurrence of countervailable subsidies and of dumping. The sunset review before the ITC remains pending, following a hearing held on October 12, 2023.

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2023~~2024

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

NOTE 1413 – COMMITMENTS AND CONTINGENCIES (CONTINUED)

Sunset Reviews

In parallel, on December 1, 2022, Commerce and the ITC published notices that automatically initiated five-year “sunset” reviews to determine whether revocation, for the future, of the anti-dumping and countervailing duty orders on softwood lumber products from Canada would likely lead to continuation or recurrence of dumping or subsidies (Commerce) and of material injury (ITC). Commerce released final results in the sunset reviews of the countervailing and anti-dumping orders on March 27 and April 3, 2023, respectively, finding that revocation of the orders would be likely to lead to continuation or recurrence of countervailable subsidies and of dumping. On November 30, 2023, the ITC voted that revocation of the orders would be likely to lead to a continuation or recurrence of material injury to the U.S. industry within a reasonably foreseeable time.

World Trade Organization Appeal

In addition, on August 24, 2020, the World Trade Organization’s (the “WTO”) dispute panel issued a report (the “Panel Report”) in the case brought by the government of Canada in “United States — Countervailing Measures on Softwood Lumber from Canada” (DS533), concluding, among other things, that Commerce acted inconsistently with the Agreement on Subsidies and Countervailing Measures on most of the matters. On September 28, 2020, the U.S. notified the WTO’s Dispute Settlement Body of its decision to appeal the Panel Report. The appeal remains pending ~~given the ongoing lack of agreement among WTO members regarding the filling of vacancies in the WTO’s Appellate Body Division~~.

Financial assurance

The Company is required by U.S. Customs to provide surety bonds to secure the payment of its cash deposits. As of ~~September~~March 3031, ~~2023~~2024, the Company had $110 million of surety bonds outstanding in favor of U.S. Customs, of which $62 million were secured by letters of credit.

As of March 31, 2024, a total of $610 million of cash deposits ($467 million of countervailing and $143 million of anti-dumping duties) on estimated softwood lumber duties were paid. Of this amount, $563 million of deposits ($443 million of countervailing and $120 million of anti-dumping duties) were paid at acquisition date and were included in the purchase price allocation (refer to Note 3 “Acquisition of businesses”). These deposits are measured, since the acquisition, using a model based on the assumptions that a settlement would be reached and that a certain percentage of the deposits would be recovered after a certain period of time. Deposits are remeasured with that model every reporting date and the variation is recorded under Other operating income, net on the Consolidated Statement of Earnings and Comprehensive Income (Loss).

The following tables reconcile the Company’s cash deposits paid during the period to the amount recorded on the Consolidated Statement of Earnings and Comprehensive Income (Loss):


	For the three months ended March 31, 2024
	Countervailing duty		Anti-dumping duty			Total
	$		$			$
Cash deposits paid (1)		2		6			8
Cash deposits paid recognized as receivable		—		(2	)		(2	)
		2		4			6


	For the three months ended March 31, 2023
	Countervailing duty			Anti-dumping duty		Total
	$			$		$
Cash deposits paid (1)		3			1		4
Cash deposits paid recognized as receivable		(1	)		—		(1	)
		2			1		3

(1)

Deposits paid since the acquisition are recorded as contingent assets with a portion recoverable, using a recovery model and undiscounted figures based on management estimates.

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

NOTE 13 – COMMITMENTS AND CONTINGENCIES (CONTINUED)

The following tables outline the change in duties receivable during the three months ended March 31, 2024 and the year ended December 31, 2023:


	March 31, 2024
	Countervailing duty		Anti-dumping duty		Total
	$		$		$
Beginning of year		123		36		159
Cash deposits paid recognized as recoverable		—		2		2
Accretion		5		1		6
Balance at end of period (1)		128		39		167


	December 31, 2023
	Countervailing duty		Anti-dumping duty		Total
	$		$		$
Beginning of year		104		28		132
Cash deposits paid recognized as recoverable		6		4		10
Accretion		13		4		17
Balance at end of year		123		36		159

(1)

The balance of $167 million is shown in Other assets in the Consolidated Balance Sheets.

FIBREK ACQUISITION

Effective July 31, 2012, the Company completed the final step of the transaction pursuant to which it acquired the remaining 25.40% of the outstanding Fibrek Inc. shares, following the approval of Fibrek’s shareholders on July 23, 2012, and the issuance of a final order by the Quebec Superior Court in Canada (the “Quebec Superior Court”) approving the arrangement on July 27, 2012. Certain former shareholders of Fibrek exercised rights of dissent in respect of the transaction, asking for a judicial determination of the fair value of their claim under the Canada Business Corporations Act. On September 26, 2019, the Quebec Superior Court rendered a decision fixing the fair value of the shares of the dissenting shareholders at C$1.99 per share, or $23 million (C$31 million) in aggregate, plus interest and an additional indemnity, for a total estimated at $33 million (C$44 million) payable in cash. Of ~~the~~this amount, $14 million (C$19 million) was payable immediately and paid on October 2, 2019. The ~~remaining~~Company ~~balance~~has ofappealed ~~$22~~the ~~million (C$29 million) as of September 30~~decision, ~~2023~~ which ~~includes~~was ~~accrued~~reversed ~~interest,~~by isthe ~~recorded~~Court inof ~~Trade~~Appeal ~~and~~in ~~other~~a ~~payables~~judgment indated ~~the~~February ~~Consolidated~~2, ~~Balance~~2024, ~~Sheet.~~fixing ~~The~~the ~~Company~~fair ~~has~~value ~~appealed~~of the ~~decision,~~shares ~~therefore~~of the ~~payment~~dissenting ofshareholders ~~any~~at ~~additional~~C$1.5973 ~~consideration~~per ~~and~~share, ~~its~~or ~~timing~~$19 ~~will~~million ~~depend~~(C$25 onmillion) ~~the~~in ~~outcome~~aggregate, ofplus ~~the~~interest ~~appeal.~~and Onthe ~~November~~additional ~~13,~~indemnity ~~2019,~~for a ~~legal~~revised ~~hypothec~~total ~~in the~~ amount of $2228 million (C$3038 million), ~~was registered on its Saint-Félicien (Quebec) immovable~~ and ~~movable~~therefore ~~property~~ordering ~~to secure~~ the ~~payment~~Company ofto ~~any~~pay ~~additional~~a ~~amounts~~balance ~~following the outcome~~ of ~~the~~$15 ~~appeal.~~million ~~The~~(C$19 ~~hearing~~million), inwhich ~~this matter~~ was ~~held~~paid inon ~~November~~February ~~2022~~7, ~~and the Company is awaiting a decision~~2024.

PARTIAL WIND-UPS OF PENSION PLANS

On June 12, 2012, the Company filed a motion for directives with the Quebec Superior Court, the court with jurisdiction in the creditor protection proceedings under the Companies’ Creditors Arrangement Act (Canada) (the “CCAA Creditor Protection Proceedings”), seeking an order to prevent pension regulators in each of Quebec, New Brunswick, and Newfoundland and Labrador from declaring partial wind-ups of pension plans relating to employees of former operations in New Brunswick, and Newfoundland and Labrador, or a declaration that any claim for accelerated reimbursements of deficits arising from a partial wind-up is a barred claim under the CCAA Creditor Protection Proceedings. The Company's position is that any such declaration, if issued, would be inconsistent with the Quebec Superior Court’s sanction order confirming the CCAA debtors’ CCAA Plan of Reorganization and Compromise, as amended, and the terms of the Company's emergence from the CCAA Creditor Protection Proceedings. A partial wind-up would likely shorten the period in which any deficit within those plans, which could reach up to $~~110~~111 million (C$150 million), would have to be funded if the Company does not obtain the relief sought. The hearing in this matter iswas ~~scheduled~~held ~~for~~in March 2024. and the Company is awaiting judgment.

3634

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2023~~2024

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

NOTE 1413 – COMMITMENTS AND CONTINGENCIES (CONTINUED)

SUPERFUND SITE

On May 17, 2023, the EPA issued a General Notice of Liability and Demand for Reimbursement of Response Costs Expended at the Barite Hill/Nevada Goldfields Superfund Site (the “Notice of Liability”) to the Company. The Notice of Liability states that the EPA believes that the Company may be liable under ~~Section~~Sections 106 and 107(a) of the Comprehensive, Environmental Response, Compensation, and Liability Act (“CERCLA”) for costs the EPA has incurred at the Barite Hill/Nevada Goldfields Superfund Site (the “Site”). The approximate total response costs identified by the EPA in the Notice of Liability through January 19, 2023 was approximately $21 million. The Company believes that the EPA may also seek to hold it responsible for future remediation costs at the Site. The Company is currently assessing its defenses to liability at the Site.

The Company recognized a provision of $15 million, with respect to the EPA’s cause of action for past costs described in the Notice of Liability, as an environmental liability in Other liabilities in the ~~preliminary~~ purchase price allocation. See Note 3 “Acquisition of businesses” for more information. The Company is in the process of evaluating the impact of the Notice of Liability and the provision may be adjusted during the measurement period.

MENOMINEE FIRE

Prior to the Acquisition, on October 6, 2022, a fire in a third-party owned warehouse that the Company leases adjacent to its Menominee recycled pulp mill damaged and, in some cases, destroyed, the warehouse, as well as certain of the Company’s property, plant and equipment and inventories, which resulted in the temporary idling of the ~~facility~~mill. The mill was restarted during the first quarter of 2023, operating at a limited capacity. The fire incident resulted in third-party damages, ~~costs and expenses,~~ in addition to damages to the Company's Menominee ~~facility~~mill. At this time, five claims have been filed in Michigan State Court against the Company, including a complaint by the owner of the warehouse alleging damages in an amount in excess of $45 million; and a separate complaint filed by a co-tenant in the warehouse and its insurer alleging damages in an amount in excess of $132 million. The Company currently does not believe it is probable that it will incur any material uninsured loss related to third party claims, nor could any possible loss contingency be reasonably estimable at the present time.

The Company maintains insurance coverage, subject to customary deductibles and limits. Anticipated insurance recoveries related to losses and incremental costs incurred, in excess of the deductible, are recognized when receipt is probable. The anticipated insurance recoveries related to the fire, in excess of the net book value of the damaged operating assets and related to business interruption, will not be recognized until all contingencies related to the claim have been resolved.

Prior to the Acquisition, total costs of $32 million, net of deductible, were determined probable to be recovered, of which $18 million were received. The balance of $14 million was recorded under Receivables on the Consolidated Balance Sheet at the ~~acquisition~~Acquisition date.

~~For~~Subsequent to the ~~three and nine months ended September 30~~Acquisition, ~~2023,~~additional ~~the Company recognized direct~~ costs of $632 million ~~and $25 million, respectively, which~~ were determined probable to be recovered and ~~recognized~~insurance anrecoveries ~~equivalent amount~~ of ~~recovery~~$37 inmillion ~~reduction~~were ~~of Cost of sales~~received. The ~~Company~~balance ~~also recognized a gain on disposition~~ of ~~property, plant and equipment of nil and~~ $49 million ~~for~~of ~~the~~costs ~~three~~determined ~~and~~probable ~~nine~~to ~~months~~be ~~ended~~recovered ~~September~~was ~~30,~~recorded ~~2023, respectively,~~ under ~~Other~~Receivables ~~operating income, net~~ on the Consolidated ~~Statement~~Balance ofSheet ~~Earnings~~at ~~(Loss)~~March ~~and~~31, ~~Comprehensive~~2024 ~~Income~~ (~~Loss). For the three and nine months ended September 30,~~ 2023, ~~nil~~– ~~and~~ $~~29 million, respectively, were received from the insurer, and as of September 30, 2023, an amount of $~~14 million ~~was recorded under Receivables on the Consolidated Balance Sheet~~).

~~The~~For ~~Company~~the ~~expects~~three tomonths ~~continue~~ended toMarch ~~record~~31, ~~additional~~2024, ~~costs and recoveries until~~ the ~~assessment~~Company isrecognized ~~completed~~direct ~~and~~costs ~~insurance~~of ~~claims~~$1 ~~are~~million ~~fully~~(2023 ~~settled.~~– At$6 ~~this time~~million), ~~the~~which ~~Company~~were ~~expects~~determined ~~that~~probable ~~its~~to ~~total~~be ~~insurance~~recovered ~~claim~~and ~~will~~recognized ~~amount~~an toequivalent ~~approximately~~amount ~~$80~~of ~~million~~recovery ~~($70~~in ~~million,~~reduction ~~net~~of Cost of ~~deductible)~~sales. ~~The~~For ~~timing and~~ the ~~amounts~~three ofmonths ~~additional~~ended ~~insurance~~March ~~recoveries~~31, ~~including~~2024, ~~for~~$7 ~~business~~million ~~interruption,~~were ~~are~~received ~~not~~from ~~known~~the atinsurer ~~this~~(2023 ~~time~~– $2 million).

37The Company expects to continue to record additional costs and significant recoveries until the assessment is completed and insurance claims are fully settled. The timing and the amounts of additional insurance recoveries, including for business interruption, are not known at this time.

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2023~~2024

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

NOTE 1514.

_________________

SEGMENT DISCLOSURES

~~Following~~The ~~the recent acquisition of Resolute Forest Products Inc. on March 1, 2023, the~~ Company ~~revised its segment structure and now~~ operates as ~~two~~three reportable segments as described below, which also represent its ~~two~~three operating segments based on the Company's organizational structure:

•

~~Domtar~~Paper and Packaging – consists of the design, manufacturing, marketing and distribution of a wide variety of fiber-based products including communication, specialty and packaging papers, as well as ~~softwood, hardwood and~~ fluff ~~pulp~~ and ~~high~~softwood ~~quality airlaid and ultrathin laminated cores~~pulp.

•

~~Resolute~~Pulp and Tissue – consists of the design, manufacturing, marketing and distribution of a wide variety of fiber-based products including market pulp, tissue, ~~wood products~~ and paper.

•

Wood products – consists of the production of lumber and other wood products for the residential construction and home renovation markets, as well as for specialized structural and industrial applications.

The Company evaluates segment performance based on operating income. Certain Corporate general and administrative costs are allocated to each respective segment. Corporate costs that are not related to segment activities are presented on the Corporate and other line. The Company does not allocate interest expense and income taxes to the segment. No segment assets are reported as they are not identifiable by segment.

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

NOTE 14 – 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:

	For the three months ended						~~For the nine months ended~~
	September 30,			September 30,			September 30,			September 30,
	March 31,			March 31,
SEGMENT DATA	~~2023~~2024			~~2022~~2023			~~2023~~			~~2022~~
	$			$			$			$
Sales by segment
Domtar		1,063			1,340			3,348			3,559
Paper and packaging		1,197			1,357
Resolute		579			—			1,454			—
Pulp and tissue		369			145
Total for reportable segments		1,642			1,340			4,802			3,559
Wood products		242			95
Intersegment sales		(8	)		—			(15	)		—
Total for reportable segments		1,808			1,597
Consolidated sales		1,634			1,340			4,787			3,559
Intersegment sales		(22	)		(2	)
Sales by product group
Consolidated sales		1,786			1,595
Communication papers		592			707			1,865			1,921
Sales by product group
Specialty and packaging papers		237			193			732			557
Communication papers		662			694
Market pulp		370			440			1,170			1,081
Specialty and packaging papers		291			278
Packaging		34			—			34			—
Market pulp		419			452
Newsprint		90			—			231			—
Linerboard		36			—
Tissue		58			—			135			—
Newsprint		81			56
Wood		253			—			620			—
Tissue		55			20
Consolidated sales		1,634			1,340			4,787			3,559
Wood		242			95
Operating (loss) income from continuing operations
Consolidated sales		1,786			1,595
Domtar		(20	)		226			147			324
Operating income (loss) from continuing operations
Resolute		(36	)		—			(93	)		—
Paper and packaging		79			137
Consolidated operating (loss) income from continuing operations		(56	)		226			54			324
Pulp and tissue		18			5
Interest expense, net		61			22			164			67
Wood products		(18	)		(9	)
Non-service components of net periodic benefit cost		(2	)		(6	)		(10	)		(32	)
Corporate and other		(20	)		(85	)
(Loss) earnings before income taxes		(115	)		210			(100	)		289
Consolidated operating income from continuing operations		59			48
Income tax expense (benefit)		35			48			(30	)		67
Interest expense, net		59			49
(Loss) earnings from continuing operations		(150	)		162			(70	)		222
Non-service components of net periodic benefit cost		(5	)		(4	)
Earnings from discontinued operations, net of taxes		—			—			13			18
Earnings before income taxes		5			3
Net (loss) earnings		(150	)		162			(57	)		240
Income tax expense (benefit)		5			(56	)
Earnings from continuing operations		—			59
Earnings from discontinued operations, net of taxes		—			2
Net earnings		—			61

3837

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2023~~2024

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

NOTE 1615.

_________________

RELATED PARTY TRANSACTIONS

Following the acquisition of SPI, on June 29, 2023, the purchase price of $185 million was financed by the seller, an affiliated company, with the issuance by Domtar of a $50 million ~~unsecured~~non-interest bearing promissory note, repaid July 15, 2023,; a $35 million ~~unsecured~~promissory note bearing interest at 8.50% per annum, due after June 30, 2031; and non-voting, redeemable Series B preferred shares totaling $100 million ~~preferred~~bearing ~~shares~~interest at 9.75% per annum and redeemable by the ~~holder~~seller after June 30, 2031,. ~~with~~Prior ~~Domtar~~to ~~having~~the acquisition of Catalyst by Domtar, the ~~option~~$35 tomillion ~~satisfy~~promissory note and the ~~redemption~~non-voting, ~~with~~redeemable ~~cash~~Series orB ~~Domtar~~were ~~securities~~contributed to Catalyst by the seller. Refer to Note 3 “Acquisition of businesses” for details.

~~The~~For ~~Company~~the ~~has~~three ~~other~~months ~~receivables~~ended ~~with~~March ~~Paper~~31, ~~Excellence~~2024, ~~and~~the ~~their~~Company ~~affiliates~~recognized of $115 million ~~and~~(2023 – $137 million) atof ~~September~~management ~~30,~~fees ~~2023~~paid to an affiliated company. These costs are included in the Consolidated Statements of Earnings and ~~December~~Comprehensive ~~31,~~Income ~~2022~~(Loss) under Selling, ~~respectively~~general and administrative expense.

The Company has other ~~payables~~receivables with Paper Excellence and their affiliates of $323 million and $~~111~~21 million at ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, respectively.

~~For~~The ~~the~~Company ~~three~~has ~~and~~other ~~nine~~payables ~~months~~with ~~ended~~Paper ~~September~~Excellence ~~30,~~and ~~2023,~~their ~~the~~affiliates ~~Company~~of ~~recognized~~ $236 million and $636 million, ~~respectively~~at ~~(2022~~March –31, $22024 ~~million~~ and $8December ~~million~~31, ~~respectively) of management fees paid to an affiliated company. These costs are included in the Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss) under Selling~~2023, ~~general and administrative expense~~respectively.

39In 2023, prior to the acquisition of Catalyst by Domtar, Catalyst converted loans due to an affiliated company to equity for an amount of $235 million.

In 2023, prior to the acquisition of SPI by Domtar, SPI converted loans due to an affiliated company to equity for an amount of $100 million.

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2023~~2024

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

(UNAUDITED)

NOTE 1716.

_________________

SUBSEQUENT EVENT

~~Acquisition~~On ofApril ~~Catalyst~~30, ~~Paper~~2024, Domtar Corporation –through its wholly-owned subsidiary, Resolute El Dorado Inc., entered into an asset purchase agreement with Anthony Forest Products Company, LLC, an affiliate of Canfor Corporation (the “Purchaser”) to sell the Company’s sawmill located in El Dorado, Arkansas, to the Purchaser for a purchase price of $73 million in cash, subject to customary adjustments. This transaction ~~between~~is ~~entities~~subject to customary closing conditions. Subject to the satisfaction or waiver of the closing conditions under ~~common~~the ~~control~~asset purchase agreement, this transaction is expected to close in the second half of 2024.

OnThe ~~October~~asset ~~27,~~purchase ~~2023,~~agreement ~~Domtar~~contains ~~completed~~representations, ~~the~~warranties ~~acquisition of all the outstanding common~~ and ~~preferred~~covenants ~~shares~~that ofare ~~Catalyst~~customary ~~Paper~~for ~~Corporation~~similar ~~(“Catalyst”),~~transactions ~~which includes one pulp~~ and ~~paper~~customary ~~mill~~termination ~~and one paper mill~~rights, ~~both~~including ~~located~~if inthe ~~British~~closing ~~Columbia,~~has ~~for~~not aoccurred ~~purchase~~on ~~consideration~~or ofprior $to September 1, ~~dollar~~2024. ~~Paper Excellence group of companies owns both Domtar and Catalyst.~~

The acquisition of Catalyst from Paper Excellence will be accounted for as a transaction between entities under common control in accordance with ASC 805-50, Business Combination – Related Issues, which requires that Catalyst’s related assets and liabilities be transferred at their historical carrying amounts on the acquisition date. Further, ASC 805-50 requires retrospective combination of entities as if the combination had been in effect since the inception of common control. Accordingly, the financial information for Domtar and Catalyst will be combined from the inception of common control, which was November 30, 2021. 39

ITEM 2. 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 unaudited interim financial statements and notes thereto included in this Quarterly Report on Form 10-Q. ~~This~~and ~~MD&A should also be read in conjunction with the historical financial information contained in~~ our Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023, filed with the Securities and Exchange Commission (“SEC”) on March 31, ~~2023~~2024. This 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 below under “outlook”, “Forward-looking statements”, as well as in Item 1A, Risk Factors, in Part II, of this report. Throughout this MD&A, unless ~~otherwise~~the ~~specified~~context requires otherwise, “Domtar Corporation,” “the Company,” “Domtar,” “we,” “us” and “our” refers to Domtar Corporation and its subsidiaries. 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 websites is not incorporated by reference into this Form 10-Q and should in no way be construed as a part of this or any other report that we 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, and the term “MBF” refer to a million board feet. 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 three ~~and~~month ~~nine~~periods ~~months~~ ended ~~September~~March 3031, ~~2023~~2024 and ~~September~~March 3031, ~~2022~~2023. The three month ~~and nine month~~ periods are also referred to as the ~~third~~first quarter of 2024 and first ~~nine~~quarter ~~months~~ of 2023 ~~and 2022~~. Reference to notes refers to footnotes to the consolidated financial statements and notes thereto included in Item 1 of this Form 10-Q.

Recent Events and Items Affecting Comparability of Financial Results

On April 30, 2024, we, through our wholly-owned subsidiary, Resolute El Dorado Inc., entered into an asset purchase agreement with Anthony Forest Products Company, LLC, an affiliate of Canfor Corporation (the “Purchaser”) to sell our sawmill located in El Dorado, Arkansas, to the Purchaser for a purchase price of $73 million in cash, subject to customary adjustments. This transaction is subject to customary closing conditions. Subject to the satisfaction or waiver of the closing conditions under the asset purchase agreement, this transaction is expected to close in the second half of 2024. The asset purchase agreement contains representations, warranties and covenants that are customary for similar transactions and customary termination rights, including if the closing has not occurred on or prior to September 1, 2024.

Acquisitions and Divestitures

Domtar Corporation acquired Catalyst Paper Corporation, from Paper Excellence

On October 27, 2023, we completed the acquisition of all the outstanding common and preferred shares of Catalyst Paper Corporation (“Catalyst”), which includes one pulp and paper mill and one paper mill, both located in British Columbia, for a purchase consideration of $1 dollar. Paper Excellence group of companies ~~owns~~owned both Domtar and Catalyst.

The acquisition of Catalyst from Paper Excellence ~~will~~was be accounted for as a transaction between entities under common control, which requires that Catalyst’s related assets and liabilities be transferred at their historical carrying amounts on the acquisition date and requires retrospective combination of entities as if the combination had been in effect since the inception of common control, which was November 30, 2021. Refer to Item 1, Financial Statements and Supplementary Data, under Note 3 “Acquisition of businesses” for more information on the acquisition of Catalyst.

~~Idling~~Domtar ofCorporation ~~Espanola~~acquired Skookumchuck Pulp Inc., ~~Ontario~~from ~~mill~~Paper Excellence

On ~~September~~June 629, 2023, we ~~announced~~completed the ~~indefinite~~acquisition ~~idling~~ of ~~our~~all ~~Espanola,~~the ~~Ontario,~~outstanding ~~pulp~~common and ~~paper~~preferred ~~mill~~shares ~~for~~of anSkookumchuck ~~expected~~Pulp ~~period~~Inc. ~~greater~~(“SPI”), ~~than~~a ~~one~~pulp ~~year.~~mill ~~The~~in ~~mill~~British ~~has~~Columbia, ~~been~~for ~~idled~~a ~~after~~purchase ~~years~~consideration of ~~ongoing~~$185 ~~operating losses and high costs associated with maintaining and operating the facility~~million. ~~The~~Paper ~~pulp~~Excellence ~~operation~~group ~~was~~of ~~shut~~companies ~~down~~owned inboth ~~early~~Domtar ~~October~~ and ~~the paper machines will be shut down by the end of the year~~SPI.

~~During~~The ~~the~~acquisition ~~quarter, we recorded $6 million~~ of ~~write-off~~SPI offrom ~~property,~~Paper ~~plant~~Excellence ~~and~~was ~~equipment~~accounted ~~and~~for $3as ~~million~~a oftransaction ~~write-off~~between ofentities ~~investment~~ under ~~Impairment~~common ~~of long-lived assets~~control, onwhich ~~the~~requires ~~Consolidated~~that ~~Statement~~SPI's ofrelated ~~Earnings~~asset ~~(Loss)~~ and ~~Comprehensive~~liabilities ~~Income~~be ~~(Loss).~~transferred ~~Additionally,~~at wetheir ~~recorded~~historical ~~$23~~carrying ~~million~~amounts ofon ~~inventory~~the ~~obsolescence,~~acquisition ~~$11~~date ~~million~~and ofrequires ~~severance~~retrospective ~~and~~combination ~~termination~~of ~~costs,~~entities ~~$14~~as ~~million~~if ofthe ~~pension~~combination ~~and~~had ~~other~~been ~~post-retirement~~in ~~costs~~effect ~~and~~since $6the ~~million~~inception of ~~other~~common ~~costs~~control, ~~for~~which awas ~~total~~November ~~of $54 million~~30, ~~under~~2021. ~~Closure~~Refer ~~and~~to ~~restructuring~~Item ~~costs~~1, onFinancial ~~the~~Statements ~~Consolidated~~and ~~Statement~~Supplementary ofData, ~~Earnings~~under ~~(Loss)~~Note ~~and~~3 ~~Comprehensive~~“Acquisition ~~Income~~of ~~(Loss).~~businesses” ~~These~~for ~~charges~~more ~~were~~information ~~recorded~~on ~~under~~the ~~our~~acquisition ~~Domtar~~of ~~segment~~SPI.

~~Domtar Corporation acquired Skookumchuck pulp mill, from Paper Excellence~~ 40

On June 29, 2023, we completed the acquisition of all the outstanding common and preferred shares of Skookumchuck Pulp Inc. (“SPI”), a pulp mill in British Columbia, for a purchase consideration of $185 million. Paper Excellence ~~group~~completes of companies owns both Domtar and SPI. The acquisition of SPI from Paper Excellence was accounted for as a transaction between entities under common control, which requires that SPI's related asset and liabilities be transferred at their historical carrying amounts on the acquisition ~~date and requires retrospective combination~~ of ~~entities~~Resolute asthrough ~~if the combination had been in effect since the inception of common control. Accordingly, the financial information for~~ Domtar and SPI has been combined from the inception of common control which was November 30, 2021. Refer to Item 1, Financial Statements and Supplementary Data, under Note 3 “Acquisition of businesses” for more information on the acquisition of SPI.Corporation

On March 1, 2023, Paper Excellence completed the acquisition of Resolute through Domtar (referred to as the "Acquisition"). The acquisition date fair value of the consideration transferred was $1.696 billion, less cash acquired of $480 million and including the contingent value right on softwood lumber duty deposit refunds. The purchase price allocation reflects a gain of $225 million recorded under Other operating (income) loss, net in the Consolidated Statements of Earnings and Comprehensive Income (Loss). The Resolute businesses manufacture and market a diverse range of products, including market pulp, tissue, wood products and paper. Total net sales for Resolute during its most recent pre-acquisition year ended December 31, 2022, were $3.8 billion. Refer to Item 1, Financial Statements and Supplementary Data, under Note 3 “Acquisition of Business” for additional information.

For the first quarter of 2023, we recognized $56 million of transaction related costs associated to the Acquisition, which include advisor and legal fees, as well as the accelerated vesting of certain long-term incentive awards of Resolute. These costs are included in the Consolidated Statements of Earnings and Comprehensive Income (Loss) in the line item entitled Transaction costs.

As a condition to obtain the approval of the Acquisition from the Canadian Competition Bureau, we were required to commit to the divestiture of our Dryden, Ontario pulp mill (Domtar) and Thunder Bay, Ontario pulp and paper mill (Resolute), within a short period of time following the Acquisition. Each mill was to be sold to an independent purchaser approved by the Commissioner. On August 1, 2023, we completed the sale of the Dryden pulp mill and related assets for a purchase price of $186 million. On August 1, 2023, we completed the sale of the Thunder Bay pulp and paper mill and related assets for a purchase price of $231 million. The results of operations of the Dryden disposal group were not classified as discontinued operations as the mill was part of the pre-existing assets of Domtar. For the Thunder Bay pulp and paper mill, at the time of the Acquisition on March 1, 2023, the sale of the mill met the criteria for discontinued operations and as such, earnings are included within Earnings (loss) from discontinued operations, net of taxes in the Consolidated Statement of Earnings (Loss) and Comprehensive income for the period from March 1, 2023, to March 31, 2023. The Consolidated Statement of Cash Flows was not reclassified to reflect discontinued operations. The assets and liabilities related to both mills for periods prior to the sale, were presented as held for sale in the Consolidated Balance Sheet. Refer to Item 1, Financial Statements and Supplementary Data, under Note 4 “Discontinued Operations” for additional information on the Discontinued Operations.

Domtar was determined to be the accounting acquirer in the Acquisition, which was accounted for using the acquisition method of accounting. Under the acquisition method of accounting, the purchase consideration allocated to Resolute’s assets and liabilities is based upon their fair values at the acquisition date. Following the Acquisition date, the operating results of the Resolute business have been included in our consolidated financial statements. Our first quarter of 2023 reflects Resolute financial results for the one month from March 1, 2023 to March 31, 2023. These financial statements may not be indicative of our future performance.

Closure, Restructuring and Asset Conversion Costs

Ashdown

On February 21, 2024, we announced that we will indefinitely curtail paper operations at our Ashdown facility. The paper machine and associated sheeter will be indefinitely idled by the end of June 2024. The curtailment is not expected to result in a workforce reduction.

The curtailment will result in an aggregate pre-tax charge to earnings of approximately $32 million, which includes an estimated $31 million in non-cash charges related to the accelerated depreciation of the carrying amounts of manufacturing equipment and the write-off of related spare parts, and $1 million related to other costs. These charges are expected to be incurred in the first half of 2024. During the first quarter of 2024, we recorded $6 million of accelerated depreciation, under Depreciation and amortization on the Consolidated Statement of Earnings and Comprehensive Income (Loss), that is included within the $31 million.

Catalyst

On October 6, 2022, it was announced that paper operations at the Crofton mill would be curtailed indefinitely starting early December 2022. However, the paper operations restarted in January 2023, but were curtailed again in July 2023. On January 25, 2024, we announced the indefinite curtailment of the Crofton mill paper operations. As a result, during the first quarter of 2024, we recorded $4 million of accelerated depreciation, under Depreciation and amortization on the Consolidated Statement of Earnings and Comprehensive Income (Loss) (first quarter of 2023 – $19 million of write-off of property, plant and equipment, under Impairment of long-lived assets on the Consolidated Statements of Earnings and Comprehensive Income (Loss)). In addition, during the first quarter of 2024, we recorded $3 million of severance and termination costs, and $2 million of write-off of inventory, under Closure and restructuring costs on the Consolidated Statement of Earnings and Comprehensive Income (Loss) (2023 – $7 million and nil, respectively).

On December 1, 2021, we announced that operations at the Tiskwat mill at Powell River would be curtailed indefinitely. On August 16, 2023, we announced that operations would be curtailed permanently.

~~Paper Excellence completes the acquisition of Resolute Forest Products through Domtar Corporation~~Espanola

On ~~March~~September 16, 2023, ~~Paper~~we ~~Excellence~~announced ~~completed~~ the ~~acquisition~~indefinite idling of ~~Resolute~~our ~~Forest~~Espanola, ~~Products~~Ontario, ~~("Resolute")~~pulp ~~through~~and ~~Domtar~~paper ~~(referred~~mill tofor asan ~~"the~~expected ~~Acquisition").~~period ~~The~~greater ~~acquisition~~than ~~date~~one ~~fair~~year. ~~value~~The ofmill ~~the~~was ~~consideration~~idled ~~transferred~~after isyears ~~approximately~~of ~~$1.696~~ongoing ~~billion,~~operating ~~less~~losses ~~cash~~and ~~acquired~~high ofcosts ~~$480~~associated ~~million~~with maintaining and ~~including~~operating the ~~contingent value right on softwood lumber duty deposit refunds~~facility. The ~~Resolute~~pulp ~~businesses~~operation ~~manufacture~~was ~~and~~shut ~~market~~down ain ~~diverse~~early ~~range~~October ~~of products~~2023, ~~including market pulp, tissue, wood products~~ and the paper. ~~Total~~machines ~~net~~were ~~sales~~shut ~~for~~down ~~Resolute~~in ~~during~~early ~~its~~2024. ~~most~~During ~~recent~~the ~~pre-acquisition~~first ~~year~~quarter ~~ended~~of ~~December 31~~2024, ~~2022,~~we ~~were~~recorded $~~3.8~~1 ~~billion.~~million ~~Refer~~of toother ~~Overview section below as well as Item 1~~costs, ~~Financial~~under ~~Statements~~Closure and ~~Supplementary~~restructuring ~~Data,~~costs ~~under~~on ~~Note~~the 3Consolidated ~~“Acquisition~~Statement of ~~Business”~~Earnings ~~for~~and ~~additional~~Comprehensive ~~information.~~Income (Loss).

AsConversion ~~a condition to obtain the approval~~ of the Acquisition from the Canadian Competition Bureau, we were required to commit to the divestiture of our Dryden, Ontario pulp mill (Domtar) and Thunder Bay, Ontario pulp and paper mill (Resolute), within a short period of time following the Acquisition. Each mill was to be sold to an independent purchaser that have been approved by the Commissioner. On August 1, 2023, we completed the sale of the Dryden pulp mill and related assets for a purchase price of $186 million. On August 1, 2023, we completed the sale of the Thunder Bay pulp and paper mill and related assets for a purchase price of $231 million. The results of operations of the Dryden disposal group were not classified as discontinued operations as the mill was part of the pre-existing assets of Domtar. For the Thunder Bay pulp and paper mill, at the time of the Acquisition on March 1, 2023, the sale of the mill met the criteria for discontinued operations and as such, earnings are included within Earnings (loss) from discontinued operations, net of taxes in the Consolidated Statement of Earnings (Loss) and Comprehensive income for the period from March 1, 2023, to July 31, 2023. The Consolidated Statement of Cash Flows were not reclassified to reflect discontinued operations. The assets and liabilities related to both mill for periods prior to the sale, were presented as held for sale in the Consolidated Balance Sheet. Refer to Item 1, Financial Statements and Supplementary Data, under Note 4 “Discontinued Operations” for additional information on the Discontinued Operations. Kingsport

~~Domtar~~We ~~was~~have ~~determined~~entered ~~to be~~ the ~~accounting~~linerboard ~~acquirer~~market inwith the ~~Acquisition~~conversion ~~which~~of ~~was~~our ~~accounted~~Kingsport ~~for using the acquisition method of accounting~~facility. ~~Under~~The ~~the~~mill ~~acquisition~~is ~~method~~designed ~~of accounting, the purchase consideration allocated~~ to ~~Resolute’s~~produce ~~assets~~ and ~~liabilities~~market isapproximately ~~based upon their estimated preliminary fair values at the acquisition date. Following the Acquisition date~~600,000 ~~the~~tons ~~operating~~annually ~~results~~ of ~~the~~high-quality ~~Resolute~~recycled ~~business~~linerboard ~~have~~and ~~been included in our consolidated financial statements. Our third quarter of 2023 reflects Resolute financial results for the period from July 1~~medium, ~~2023~~providing tous ~~September~~with ~~30,~~a ~~2023,~~strategic ~~our~~footprint ~~first~~in ~~nine~~a ~~months~~growing ofadjacent 2023 includes Resolute financial results for the seven months from March 1, 2023 to September 30, 2023, and our third quarter of 2022 and first nine months of 2022 have no financial results from Resolutemarket. ~~These~~This ~~financial~~mill ~~statements~~is ~~may~~part ~~not be indicative~~ of our ~~future~~Paper ~~performance. Refer to Item 1, Financial Statements~~ and ~~Supplementary~~Packaging ~~Data,~~business ~~under Note 3 “Acquisition of Business” for additional information~~unit.

~~Paper~~The ~~Excellence~~conversion ~~Acquired~~was ~~Domtar~~fully ~~Corporation~~completed in June 2023. For the three months ended March 31, 2023, we recorded $30 million, under Asset conversion costs on the Consolidated Statement of Earnings and Comprehensive Income (Loss).

On November 30, 2021, Paper Excellence completed the acquisition of all the outstanding common shares of Domtar Corporation by means of a merger of Pearl Merger Sub (a wholly-owned subsidiary) with and into the Company with the Company continuing as the surviving corporation and as a subsidiary of Paper Excellence (the “Merger”).

As a condition to obtain the approval of the Merger from the Canadian Competition Bureau, we were required to commit to the divestiture of our Kamloops, British Columbia pulp mill, within a short period of time following the Merger. On June 1, 2022, the mill and related assets, were sold to an independent acquirer approved by the Commissioner. The assets and liabilities related to the pulp mill for periods prior to the sale, were presented as held for sale in the Consolidated Balance Sheet. At the time of the Merger, the sale of the pulp mill met the criteria for discontinued operations and as such, earnings were included within Earnings (loss) from discontinued operations, net of taxes in the Consolidated Statement of Earnings (Loss) and Comprehensive income for the period from January 1, 2022 to May 31, 2022. Refer to Item 1, Financial Statements and Supplementary Data, under Note 4 “Discontinued Operations” for additional information on the Discontinued Operations.

OVERVIEW

We design, manufacture, market and distribute a wide variety of ~~wood~~fiber-based products including paper, market pulp, wood products and tissue, which are marketed in ~~approximately~~over 6080 countries. We are the largest integrated manufacturer and marketer of uncoated freesheet paper and uncoated mechanical papers in North America as well as a leading global producer of newsprint, fluff, recycled and softwood pulp producer in North America. We own or operate manufacturing facilities, including pulp and paper mills, tissue facilities and sawmills, as well as power generation assets in the U.S. and Canada. Our paper and tissue manufacturing operations are supported by converting and forms manufacturing operations.

AsOrganizational discussed above, on March 1, 2023, we acquired Resolute, and Resolute became a wholly-owned subsidiary of the Company. Prior to the Acquisition, the Company operated in one segment. Effective March 1, 2023, the former business of Domtar and Resolute were managed separately. Following this Acquisition, we revised our segment structure and we now operate as two reportable segments as described below, which also represents our two operating segments based on our organizational structure: Domtar and Resolute. We began to report on our reorganized segment structure during the first quarter of 2023. In addition, in the second quarter of 2023, we completed the acquisition of SPI, which requires retrospective combination of entities as if the combination had been in effect since the inception of common control. Accordingly, the financial information for Domtar and SPI has been combined from the inception of common control which was November 30, 2021 and we have reflected this structure for all historical periods presented for our Domtar segment.

Our ~~segment~~organizational ~~measure~~structure is comprised of ~~profit~~Business ~~(operating~~Units ~~income~~and ~~(loss)~~a ~~from~~Corporate ~~continuing~~function. ~~operations)~~In isthe ~~used~~fourth byquarter ~~management~~of 2023, our internal reporting and reportable segments changed as a result of organizational changes, which are intended to ~~evaluate~~advance ~~performance~~and support our long-term growth plans by streamlining and ~~make~~synergizing ~~operational~~our ~~decisions~~North American businesses. ~~Management~~Subsequently, ~~believes~~we ~~that~~manage and report our operating results through three reportable segments: Paper and Packaging, Pulp and Tissue and Wood Products. We have reflected this ~~measure~~change ~~allows~~in all historical periods presented. In addition, in the second quarter of 2023, we completed the acquisition of SPI and in the fourth quarter we completed the acquisition of Catalyst, which both require retrospective combination of entities as if the combination had been in effect since the inception of common control. Accordingly, the financial information for aDomtar, ~~better~~SPI ~~understanding~~and Catalyst has been combined from the inception of ~~cost~~common ~~trends~~control which was November 30, ~~operating~~2021, and we have reflected this structure for all historical periods presented for our Paper and Packaging segment.

Paper and Packaging: We design, manufacture, market and distribute a wide variety of fiber-based products including communication papers, specialty and packaging papers as well as fluff and softwood pulp. We are the largest integrated manufacturer and marketer of uncoated freesheet paper in North America. We are also an important supplier of specialty and packaging papers.

Pulp and Tissue: We design, manufacture, market and distribute a wide variety of fiber-based products including market pulp, tissue, and paper. We are the largest producer of uncoated mechanical papers in North America, a leading global producer of newsprint, and a fluff, recycled and softwood pulp producer in North America.

Wood Products: We are a large North American producer of lumber and other wood products for the residential construction and home renovation markets, as well as for specialized structural and industrial applications.

Our segment measure 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, interest expense, and non-service components of net periodic benefit cost. Corporate expenses are allocated to our segment with the exception of certain discretionary charges and credits, which we present under “Corporate and Other” and do not allocate to the segments.

~~efficiencies,~~HIGHLIGHTS ~~prices~~FOR ~~and~~THE ~~volume.~~THREE ~~Business~~MONTH ~~segment~~PERIOD ~~operating~~ENDED ~~income~~MARCH ~~(loss) is defined as earnings (loss) from continuing operations before income taxes and equity losses~~31, ~~interest expense, net, and non-service components of net periodic benefit cost.~~ 2024

~~Domtar:~~For ~~We design, manufacture, market and distribute a wide variety of fiber-based products including communication papers and specialty and packaging papers. We are~~ the ~~largest~~first ~~integrated~~quarter ~~manufacturer and marketer~~ of ~~uncoated~~2024, ~~freesheet~~we ~~paper~~reported inoperating ~~North~~income ~~America.~~from Wecontinuing ~~are~~operations ~~also an important supplier~~ of ~~specialty~~$59 ~~and~~million, ~~packaging~~compared ~~papers.~~to ~~The~~operating ~~foundation~~income offrom ~~our~~continuing ~~business~~operations ~~is a network~~ of ~~fiber~~$48 ~~converting~~million ~~assets~~in ~~that produce paper and packaging grades as well as fluff and specialty pulp. Domtar segment is~~ the ~~legacy~~first ~~business~~quarter of ~~Domtar before the Acquisition~~2023. ~~To learn more, visit www.domtar.com.~~

WeThe ~~have~~first ~~eight~~quarter ~~integrated pulp and paper mills, excluding our packaging mill in Kingsport, with an annual paper production capacity~~ of ~~approximately~~2023 ~~2.4~~includes ~~million~~one ~~tons~~month of ~~uncoated~~operations ~~freesheet paper, serving a variety~~ of ~~customers,~~Resolute ~~including~~following ~~merchants,~~its ~~retail~~acquisition ~~outlets,~~on ~~stationers,~~March ~~printers~~1, ~~publishers~~2023, ~~converters~~while ~~and~~the ~~end-users.~~first ~~Our~~quarter ~~paper~~of ~~manufacturing~~2024 ~~operations~~included ~~are~~three ~~supported~~months byof ~~eleven converting and forms manufacturing~~ operations ~~(including a network~~ of ~~eight plants located offsite from our paper making operations)~~Resolute. WeThe ~~produce~~increase ~~a wide variety~~ of ~~paper,~~$11 ~~including~~million ~~office~~in ~~papers,~~operating ~~printing~~income ~~and~~from ~~publishing~~continuing ~~papers, digital & production inkjet papers, technical and specialty papers and converting papers. We have started~~ operations atis ~~our~~principally ~~newly~~driven ~~converted~~by ~~packaging mill in Kingsport and once in full operation,~~ the ~~mill~~inclusion ~~will manufacture packaging materials made from 100% recycled content. The mill will produce and market approximately 600,000 tons annually~~ of ~~high~~three ~~quality recycled linerboard and corrugated medium~~months, ~~providing~~rather usthan ~~with~~one ~~a strategic footprint in a growing market. We produce softwood and fluff pulp at 8 pulp and paper mills in North America~~month, ~~with total capacity~~ of ~~2.5~~the ~~million~~results ~~metric tons. Approximately 60%~~ of ~~our pulp is consumed internally to manufacture paper~~Resolute, ~~with~~lower ~~the~~maintenance ~~balance~~costs ~~being~~as ~~sold~~well as ~~market~~lower ~~pulp.~~input Wecosts, ~~also~~partially ~~purchase~~offset ~~limited~~by ~~amount~~lower ofaverage ~~papergrade~~selling ~~pulp~~prices ~~from third parties~~ for ~~specific grades and optimize~~ the ~~logistics~~majority of our pulp ~~capacity while reducing transportation costs. We produce fluff pulp at our pulp mill at Plymouth, softwood pulp at our Skookumchuck pulp mill~~ and ~~we also produce market pulp in excess of our internal requirements at our pulp and~~ paper ~~mills mainly in Ashdown and Marlboro~~products. ~~We can sell approximately 0.9 million metric tons of pulp per year depending on market conditions.~~

~~Resolute:~~These Weand ~~are~~other afactors ~~global~~that ~~leader~~affected in the ~~forest~~quarter-to-quarter ~~products~~comparison ~~industry with a diverse range~~ of ~~products,~~financial ~~including~~results ~~market pulp, tissue, wood products and paper. We~~ are adiscussed ~~large~~in ~~and growing North American producer of lumber and other wood products,~~ the ~~largest~~quarter-to-quarter ~~producer~~analysis ~~of uncoated mechanical papers in North America, a competitive pulp producer in North America,~~ and ~~a leading global producer of newsprint. Resolute~~ segment ~~is the legacy business of Resolute before the Acquisition~~analysis. ~~To learn more, visit www.resolutefp.com.~~

WeEconomic ~~own~~conditions ~~or operate 14 sawmills in Canada~~ and ~~three~~uncertainties sawmills in the U.S. South, with a total mechanical capacity of approximately 2,859 million board feet. Our Canadian sawmills produce dimension spruce-pine-fir lumber and provide wood chips to our pulp and paper mills in Canada. Our U.S. sawmills produce dimension lumber and decking from southern yellow pine and provide wood chips and other wood residue to third party pulp and paper mills and other end users. We also operate two remanufactured wood products facilities that manufacture bed frame components, finger joints, and furring strips, two engineered wood products facilities that produce I-joists for the construction industry, and one wood pellet facility. We produce softwood, hardwood and recycled bleached kraft pulp at three facilities in North America, with total capacity of 0.8 million metric tons. We produce newsprint and specialty papers at six mills strategically located to serve major markets with a total capacity of 1.4 million tons. Our specialty papers comprise uncoated mechanical papers, including supercalendered paper and white paper, as well as uncoated freesheet papers. We produce tissue products at three facilities and convert at four facilities in North America. With total capacity of 128,000 short tons, we operate four tissue machines and 14 converting lines. We manufacture a range of tissue products for the retail and away-from-home markets, including recycled and virgin paper products, covering premium, value and economy grades.

~~HIGHLIGHTS~~The ~~FOR~~markets ~~THE~~in ~~THREE~~which ~~MONTH~~our ~~PERIOD~~businesses ~~ENDED~~operate ~~SEPTEMBER~~are 30highly 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, ~~2023~~competition for these products is based primarily on price, which is determined by supply relative to demand. For our pulp and paper products, we also compete on the basis of product quality, breadth of offering and service solutions. Furthermore, 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. The pulp market is highly fragmented with many manufacturers competing worldwide. Competition is primarily on the product quality and competitively priced pulp products.

For the third quarter of 2023, we reported operating loss from continuing operations of $56 million, compared to operating income from continuing operations of $226 million in the third quarter of 2022.

The third quarter of 2023 includes three months of operations of Resolute, while the third quarter of 2022 has no results of operations from Resolute. Excluding the operations of Resolute in the third quarter of 2023, the decrease of $246 million, from an operating income from continuing operations to an operating loss from continuing operations, is principally driven by lower volume in pulp and paper, lower average selling prices for pulp, lower production as well as higher maintenance expense, partially offset by higher average selling prices for our paper products.

These and other factors that affected the comparison of financial results are discussed in the consolidated results of operations and segment review.

HIGHLIGHTS FOR THE FIRST NINE MONTHS ENDED SEPTEMBER 30, 2023

For the first nine months of 2023, we reported operating income from continuing operations of $54 million, compared to operating income from continuing operations of $324 million in the first nine months of 2022.

The first nine months of 2023 includes seven months of operations of Resolute following its acquisition on March 1, 2023, while the first nine months of 2022 have no results of operations from Resolute. Excluding the operations of Resolute in the first nine months of

2023 for the month of March to September 2023, the decrease of $177 million in operating income from continuing operations is principally driven by lower volume in pulp and paper, lower production as well as higher maintenance expense, partially offset by higher average selling prices for most of our paper products.

These and other factors that affected the comparison of financial results are discussed in the consolidated results of operations and segment review.

OUTLOOK

~~Market conditions in all our businesses remain challenging, with the rapid decline of pulp and paper volumes in recent months.~~ For the balance of ~~the year~~2024, we expect the demand for paper to continue to ~~remain~~softly ~~soft~~decline ~~but~~over ~~stable~~time, while pulp demand should improve compared to ~~the third quarter~~2023. Paper prices are expected to ~~continue~~gradually toincrease bethroughout ~~under pressure and decline slightly over~~ the ~~balance~~remainder of the year, and we expect some improvement in our pulp pricing. We will continue to closely monitor our inventory levels and balance our production with demand. For our wood products business, ~~recent mortgage rate increases in the U.S. are negatively impacting housing starts and demand for lumber. While in the short term~~ we ~~don’t~~do not see significant improvement in lumber markets as long as mortgage rates stay at current levels,. weWe remain positive on the medium and long-term housing fundamentals due to the housing shortage in both U.S. and Canada. Overall, ~~input~~we anticipate costs, ~~should~~including ~~remain~~freight, ~~elevated~~labor and raw materials, ~~but~~to ~~with~~remain ~~exceptions~~stable. ~~for~~The ~~the~~second ~~remainder~~quarter ofwill ~~the~~be ~~year~~adversely affected by seasonally higher maintenance activity in ~~energy~~our pulp and ~~chemicals.~~paper Webusinesses ~~expect~~as towe ~~benefit~~move ~~from~~into ~~lower~~the ~~planned~~annual ~~maintenance~~shutdowns ~~costs~~at insome ~~the~~of ~~fourth~~our ~~quarter~~major facilities. Our near-term focus continues to be on controlling costs and generating strong cash flow.

4443

CONSOLIDATED RESULTS OF OPERATIONS AND SEGMENT REVIEW

This section presents a discussion and analysis of our ~~third~~first quarter of 2024 and first ~~nine~~quarter ~~months~~ of 2023 ~~and 2022~~ sales, operating ~~(loss)~~ income from continuing operations and other information relevant to the understanding of our results of operations. As a result of the closing of the Acquisition of Resolute on March 1, 2023, the Company’s consolidated financial statements for the three months ended March 31, 2023, only reflect Resolute financial results for the period from March 1, 2023 to March 31, 2023.

	Three months ended	~~Three months ended~~										~~Nine months ended~~
FINANCIAL HIGHLIGHTS	March 31, 2024	~~September 30, 2023~~			March 31, 2023	~~September 30, 2022~~		variance $	~~$ change~~			~~September 30, 2023~~			~~September 30, 2022~~		~~$ change~~
(In millions of dollars, unless otherwise noted)
Sales (1)		$	1,634			$	1,340		$	294		$	4,787		$	3,559	$	1,228
Sales	$	1,786			$	1,595		$	191
Operating (loss) income from continuing operations (1)			(56	)			226			(282	)		54			324		(270	)
Operating income from continuing operations		59				48			11
(Loss) earnings from continuing operations (1)			(150	)			162			(312	)		(70	)		222		(292	)
Earnings from continuing operations		—				59			(59	)
Earnings from discontinued operations, net of taxes (1)			—				—			—			13			18		(5	)
Earnings from discontinued operations, net of taxes		—				2			(2	)
Net (loss) earnings (1)		$	(150	)		$	162		$	(312	)	$	(57	)	$	240	$	(297	)
Net earnings	$	—			$	61		$	(61	)
Sales (1), per segment
Sales, per segment
Domtar		$	1,063			$	1,340		$	(277	)	$	3,348		$	3,559	$	(211	)
Paper and Packaging	$	1,197			$	1,357
Resolute			579				—			579			1,454			—		1,454
Pulp and Tissue		369				145
Total for reportable segments			1,642				1,340			302			4,802			3,559		1,243
Wood Products		242				95
Intersegment sales			(8	)			—			(8	)		(15	)		—		(15	)
Total for reportable segment	$	1,808			$	1,597
Consolidated sales		$	1,634			$	1,340		$	294		$	4,787		$	3,559	$	1,228
Intersegment sales		(22	)			(2	)
Operating (loss) income from continuing operations (1), per segment
Consolidated sales	$	1,786			$	1,595
Domtar		$	(20	)		$	226		$	(246	)	$	147		$	324	$	(177	)
Operating income (loss) from continuing operations, per segment
Resolute			(36	)			—			(36	)		(93	)		—		(93	)
Paper and Packaging	$	79			$	137
Consolidated Operating (loss) income from continuing operations		$	(56	)		$	226		$	(282	)	$	54		$	324	$	(270	)
Pulp and Tissue		18				5
						At September 30, 2023			At December 31, 2022
Wood Products		(18	)			(9	)
Total assets						$	6,965		$	4,874
Total for reportable segment	$	79			$	133
Total long-term debt, including current portion of long-term debt and due to related party						$	2,629		$	1,652
Corporate and Other		(20	)			(85	)
Consolidated operating income (loss) from continuing operations	$	59			$	48
					At March 31, 2024			At December 31, 2023
Total assets					$	7,233		$	7,531
Total long-term debt, including current portion of long-term debt and due to related party					$	2,518		$	2,513

(1) As a result of the closing of the Acquisition of Resolute on March 1, 2023, the Company’s consolidated financial statements for the nine months ended September 30, 2023, only reflect Resolute financial results for the period from March 1, 2023 to September 30, 2023.44

~~Third~~First quarter of ~~2023~~2024 compared to ~~Third~~First quarter of ~~2022~~2023

Analysis of Sales

Sales in the ~~third~~first quarter of ~~2023~~2024 increased by $~~294~~191 million, or 2212%, when compared to sales in the ~~third~~first quarter of ~~2022~~2023. ~~Excluding~~The ~~the~~ inclusion of three months of ~~operations~~sales of Resolute in the ~~third~~first quarter of ~~2023,~~2024 compared to one month of sales ~~for~~in the ~~third~~first quarter of 2023, ~~amounted~~resulted toin ~~$1,063~~an ~~million,~~increase ain ~~decrease~~sales of $~~277~~371 million,. orExcluding ~~21%,~~the ~~compared~~sales toof ~~the~~Resolute ~~third~~for our first quarter of ~~2022.~~2024 ~~This~~and ~~decrease~~2023, inour sales isdecreased by $180 million, or 13%, mostly due to a decrease in our net average selling prices for pulp and paper, ~~sales volume~~ as well as a decrease in our ~~net~~pulp ~~average~~and ~~selling~~paper ~~prices~~sales ~~for~~volume. ~~pulp,~~The ~~partially~~decrease ~~offset~~in byour anpulp ~~increase~~sales involume ~~our~~is ~~net~~mostly ~~average~~due ~~selling~~to ~~prices~~the ~~for~~sale ~~paper~~of ~~and~~our ~~sales~~Dryden ~~from~~pulp ~~our~~mill ~~new~~in ~~packaging~~the ~~business.~~third quarter of 2023.

Analysis of change in Operating ~~(Loss)~~ Income from continuing operations

Operating ~~loss~~income from continuing operations in the ~~third~~first quarter of ~~2023~~2024 ~~decreased~~increased by $~~282~~11 million when compared to ~~operating~~the ~~income~~first ~~from~~quarter ~~continuing~~of 2023. The inclusion of three months of operations of Resolute in the ~~third~~first quarter of ~~2022.~~2024 ~~Excluding~~compared to one month of operations in the ~~inclusion~~first quarter of ~~three~~2023, ~~month~~resulted in an increase in operating income from continuing operations of $33 million. Excluding the operations of Resolute in the ~~third~~first quarter of 2024 and 2023, operating ~~loss~~income from continuing operations amounted to $2060 million in the first quarter of 2024, a decrease of $~~246~~22 million compared to operating income from continuing operations of $~~226~~82 million in the ~~third~~first quarter of ~~2022~~2023. This decrease is principally driven by lower average selling prices for the majority of our pulp and paper products, as well as lower volume in pulp and paper. The decrease in our pulp sales volume is mostly due to the sale of our Dryden pulp mill in the third quarter of 2023. In addition, in the first quarter of 2023, we recognized asset conversion costs of $30 million related to the conversion of our Kingsport facility compared to nil in the first quarter of 2024, due to the start-up of our Kingsport operations in the second half of 2023. In the first quarter of 2023, we recognized $33 million of transaction costs related to our acquisition of Resolute compared to nil in the first quarter of 2024, under Corporate and Other, excluding costs expensed by Resolute.

pulp and paper, lower production, lower net average selling price for pulp, higher maintenance and fixed costs, partially offset by higher net average selling prices for our paper products. In the third quarter of 2023, we recognized $54 million of closure and restructuring costs related to the idling of our Espanola pulp and paper mill in the third quarter. In the third quarter of 2022, we recognized asset conversion costs of $20 million related to our previously announced decision to repurpose assets at our Kingsport. In addition, we recognized $5 million of transaction costs in the third quarter of 2023 related to our Acquisition of Resolute, compared to $10 million in the third quarter of 2022 related to our November 30, 2021 Merger with Paper Excellence.

First nine months of 2023 compared to first nine months of 2022

Analysis of Sales

Sales in the first nine months of 2023 increased by $1,228 million, or 35% when compared to sales in the first nine months of 2022. Excluding the inclusion of seven months of operations of Resolute in the first nine months of 2023, sales for the first nine months of 2023 amounted to $3,348 million, a decrease of $211 million, or 6%, compared to the first nine months of 2022. This decrease in sales is mostly due to a decrease in our pulp and paper sales volume, partially offset by an increase in our net average selling prices for paper and sales from our new packaging business.

Analysis of change in Operating (Loss) Income from continuing operations

Operating income from continuing operations in the first nine months of 2023 decreased by $270 million when compared to the first nine months of 2022. Excluding the inclusion of seven months of operations of Resolute in the first nine months of 2023, operating income from continuing operations amounted to $147 million, a decrease of $177 million compared to operating income from continuing operations of $324 million in the first nine of 2022. This decrease is principally driven by lower volume in pulp and paper, lower production, higher maintenance costs, higher input costs and fixed costs. This decrease was partially offset by higher net average selling price for our paper products. In the first nine months of 2023, we recorgnized $54 million of closure and restructuring costs related to our announced idling of the Espanola pulp and paper mill to occur in the fourth quarter of 2023. In the first nine months of 2023, we recognized asset conversion costs of $63 million related to our previously announced decision to repurpose assets at our Kingsport mill compared to $45 million in the first nine months of 2022. In addition, we recognized $43 million of transaction costs related to our Acquisition of Resolute compared to $16 million in the first nine months of 2022 related to our November 30, 2021 Merger with Paper Excellence.

OTHER FACTORS

Interest Expense, net

We incurred $6159 million of net interest expense in the ~~third~~first quarter of ~~2023~~2024, an increase of $3910 million compared to net interest expense of $2249 million in the ~~third~~first quarter of ~~2022~~2023. Interest expense increased due to higher floating rates for SOFR as well as higher debt levels for the three months period in ~~September~~2024 ~~2023~~compared ~~mostly~~to 2023 due to the Resolute Acquisition as of March 1, 2023. In the ~~third~~first quarter of ~~2023~~2024, we had capitalized interest of $1 million, compared to $83 million in the ~~third~~first quarter of ~~2022, mostly related to our mill conversion~~2023. See section “Capital Resources” below for more information on our debt structure following our Acquisition on March 1, 2023.

WeNon-Service ~~incurred~~Components ~~$164 million~~ of net ~~interest~~periodic ~~expense~~benefit in the first nine months of 2023, an increase of $97 million compared to net interest expense of $67 million in the first nine months of 2022. Interest expense increased due to higher floating rates for LIBOR and SOFR as well as higher debt levels in September 2023 mostly due to the Acquisition. In the first nine months of 2023, we had capitalized interest of $5 million, compared to $17 million in the first nine months of 2022, mostly related to our mill conversion. See section “Capital Resources” below for more information on our debt structure following our Acquisition on March 1, 2023.cost

~~Non~~For the first quarter of 2024, our non-~~Service~~service ~~Components~~components of ~~Net~~net ~~Periodic~~periodic benefit cost were a benefit of $5 million, an increase of $1 million when compared to the first quarter of 2023. Refer to Item 1, Financial Statements and Supplementary Data, under Note 6 “Pension Plans and Other Post-Retirement Benefit ~~Cost~~Plans” for additional information.

For the third quarter of 2023, our non-service components of net periodic benefit cost were a benefit of $2 million, a decrease of $4 million when compared to the third quarter of 2022. Refer to Item 1, Financial Statements and Supplementary Data, under Note 6 “Pension Plans and Other Post-Retirement Benefit Plans” for additional information.

For the first nine months of 2023, our non-service components of net periodic benefit cost were a benefit of $10 million, a decrease of $22 million when compared to the first nine months of 2022. This decreased benefit was mostly related to a non-cash pension settlement gain of $8 million recorded in the second quarter of 2022. Refer to Item 1, Financial Statements and Supplementary Data, under Note 6 “Pension Plans and Other Post-Retirement Benefit Plans” for additional information.

Income Taxes

For the ~~third~~first quarter of ~~2023~~2024, ~~our~~we had income tax expense ~~was~~of $355 million, consisting of a$2 million of current income tax expense ~~of $10 million~~ and a deferred income tax expense of $253 million. This compares to an income tax ~~expense~~benefit of $4856 million in the ~~third~~first quarter of ~~2022~~2023, consisting of a$11 million of current income tax expense ~~of $19 million~~ and a deferred income tax ~~expense~~benefit of $2967 million. We ~~made~~received ~~payments~~refunds, net of income tax ~~refunds~~payments, of $28 million during the ~~third~~first quarter of ~~2023~~2024. ~~Our~~The effective tax rate was ~~-30~~100% compared with an effective tax rate of -1867% in the first quarter of 2023. The effective tax rate for 2024 is unfavorably impacted by a valuation allowance on tax assets arising from deferred interest expenses, foreign exchange items and additional U.S. tax expense on foreign operations. The effective tax rate for 2023 was favorably impacted by a valuation allowance reversal on SPI’s tax loss carryforwards due to management’s assessment that the future income of SPI would be sufficient to utilize the losses prior to expiration. This was partially offset by certain transaction costs incurred without a corresponding tax benefit and additional U.S. tax expense for the Global Intangible Low-Taxed Income inclusion related to income from foreign operations.

46In October 2021, the Organization for Economic Co-operation and Development (OECD) announced the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting which agreed to a two-pillar framework to address tax challenges arising from digitalization of the economy and profit shifting. In December 2021, the OECD published the Global Anti-Base Erosion Model Rules ("GloBE Rules") designed to ensure that multinational enterprises are subject to tax at an effective minimum tax rate of 15% in each jurisdiction where they operate. The GloBE Rules were enacted or are in the process of being enacted into the domestic law of the majority of countries wherein the Company operates. For the first quarter of 2024, the GloBE Rules did not impact our financial results however, we continue to evaluate its impact on future periods.

of 23% in the third quarter of 2022. Our tax provision for interim periods is determined using an estimate of our annual effective tax rate and then adjusting for discrete items arising in that quarter. In each interim quarter we update our estimate of the annual effective tax rate and, if the estimated annual tax rate changes, make a cumulative adjustment in that quarter. The effective tax rate for the third quarter of 2023 was unfavorably impacted by such a cumulative adjustment, mainly due to a change in the mix of forecasted earnings by jurisdiction, the inclusion of a full valuation allowance on deferred interest expenses, and additional U.S. taxes from the sale of Canadian mills.45

For the first nine months of 2023, our income tax benefit was $30 million, consisting of a current income tax expense of $16 million and a deferred income tax benefit of $46 million. This compares to an income tax expense of $67 million in the first nine months of 2022, consisting of a current income tax expense of $45 million and a deferred income tax expense of $22 million. We made payments, net of income tax refunds, of $68 million during the first nine months of 2023. Our effective tax rate was 30% compared to an effective tax rate of 23% in the first nine months of 2022. The effective tax rate for the first nine months of 2023 was impacted by the reversal of the valuation allowance on SPI’s tax loss carryforwards due to our assessment that the future income of SPI. would be sufficient to utilize the losses prior to expiration. This was partly offset by the inclusion of a full valuation allowance on deferred interest expenses, U.S. taxes from the sale of Canadian mills, and transaction costs with minimal tax benefit.

During the third quarter of 2023, we have determined that it is less than likely to be able to deduct our deferred interest expense in future tax years and have recorded a valuation allowance of $9 million on the related deferred tax asset which impacted tax expense for the quarter. Additionally, our estimated annual effective tax rate includes a full valuation allowance on the expected current year deferred interest expense.

Discontinued Operations

For the ~~third~~first quarter of ~~2023~~2024, we reported earnings from discontinued operations, net of taxes, of nil, (~~third~~first quarter of ~~2022 - earnings from discontinued operations, net of taxes of nil) and for the first nine months of~~ 2023, ~~we reported earnings from discontinued operations, net of taxes, of $13 million, (first nine months of 2022~~ - earnings from discontinued operations, net of taxes of $182 million).

Mandated sale of Thunder Bay, Ontario mill

As a condition to obtain the approval of the March 1, 2023, Acquisition from the Canadian Competition Bureau, we were required to commit to the divestiture of Resolute's pulp and paper mill in Thunder Bay, Ontario, within a short period of time following the Acquisition. On August 1, 2023, the mill was sold to an independent acquirer approved by the Commissioner. The assets and liabilities related to the pulp and paper mill for periods after the Acquisition, are presented as held for sale in the Consolidated Balance Sheet. At the time of the Acquisition, the sale of the pulp and paper mill met the criteria for discontinued operations and as such, earnings were included within Earnings (loss) from discontinued operations, net of taxes in the Consolidated Statement of Earnings (Loss) and Comprehensive income (loss) for ~~the~~all periods presented after the acquisition date of March 1, 2023 to July 31, 2023. Refer to Item 1, Financial Statements and Supplementary Data, under Note 4 “Discontinued Operations” for additional information on the Discontinued Operations.

Mandated sale of Kamloops, British Columbia mill

As a condition to obtain the approval of the November 30, 2021 Merger from the Canadian Competition Bureau, we were required to commit to the divestiture of Domtar pulp mill in Kamloops, British Columbia, within a short period of time following the Merger. On June 1, 2022, the mill was sold to an independent acquirer approved by the Commissioner. The assets and liabilities related to the pulp mill for periods prior to the sales were presented as held for sale in the Consolidated Balance Sheet. At the time of the Merger, the sale of the pulp mill met the criteria for discontinued operations and as such, earnings were included within Earnings (loss) from discontinued operations, net of taxes in the Consolidated Statement of Earnings (Loss) and Comprehensive income for the period from January 1, 2022 to May 30, 2022. Refer to Item 1, Financial Statements and Supplementary Data, under Note 4 “Discontinued Operations” for additional information on the Discontinued Operations.

Economic conditions and uncertainties

The markets in which we 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. Prices for our products have been and are likely to continue to be highly volatile. 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 may experience ongoing decreasing demand for most of our existing paper products. 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 pricing of other pulp products. We compete in North America with both large North American and numerous smaller local lumber producers in a highly competitive market. Because there are few distinctions between lumber from different producers, competition is primarily based on price. Our newsprint market faces competition from both large global producers and numerous smaller regional producers. Price and customer relationships are important competitive determinants. Refer to our "Outlook" section above, for our near-term expection on the economic conditions and uncertainties.

Commentary – Segment Review

~~Following~~PAPER ~~the~~AND Resolute Acquisition, we revised our segment structure and began to manage and report our operating results through two reportable segments defined by the two legacy organizations: Domtar and Resolute. We began to report on our reorganized segment structure during the first quarter of 2023 and have reflected this structure for all historical periods presented. In addition, in the second quarter of 2023, following the acquisition of SPI, financial information for Domtar and SPI has been combined from the inception of common control which was November 30, 2021.PACKAGING

Our segment measure 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, interest expense, net, and non-service components of net periodic benefit cost. Corporate expenses are allocated to the related segment.


	Three months ended
(In millions of dollars, unless otherwise noted)	March 31, 2024		March 31, 2023		variance $
Sales
Paper	$	887	$	943	$	(56	)
Pulp		310		414		(104	)
Total sales	$	1,197	$	1,357	$	(160	)
Operating Income from continuing operations	$	79	$	137	$	(58	)

Shipments
Paper - manufactured (in thousands of ST)		688		634		54
Communication papers		442		439		3
Specialty and Packaging papers		246		195		51
Pulp (in thousands of ADMT)		371		418		(47	)

DOMTAR	Three months ended								Nine months ended
(In millions of dollars, unless otherwise noted)	September 30, 2023			September 30, 2022		$ change			September 30, 2023		September 30, 2022		$ change
Sales	$	1,063		$	1,340	$	(277	)	$	3,348	$	3,559	$	(211	)
Operating (Loss) Income from continuing operations		(20	)		226		(246	)		147		324		(177	)
Shipments
Paper - manufactured (in thousands of ST)		498			602		(104	)		1,539		1,743		(204	)
Communication papers		409			504		(95	)		1,274		1,444		(170	)
Specialty and Packaging papers		89			98		(9	)		265		299		(34	)
Packaging (in thousands of ST)		80			-		80			80		-		80
Pulp (in thousands of ADMT)		327			433		(106	)		1,010		1,152		(142	)

Sales

~~Domtar~~Paper and Packaging segment sales in the ~~third~~first quarter of ~~2023~~2024 decreased by $~~277~~160 million, or 2112% when compared to sales in the ~~third~~first quarter of ~~2022~~2023. This decrease in sales is mostly due to a decrease in our net average selling prices for pulp and paper, ~~sales volumes~~ as well as a decrease in our ~~net~~pulp ~~average~~sales ~~selling price for pulp~~volumes, ~~partially~~mostly ~~offset~~due byto anthe ~~increase~~sale inof our ~~net~~Dryden ~~average~~pulp ~~selling~~mill ~~prices~~in ~~for~~the ~~paper~~third ~~and~~quarter ~~sales~~of ~~from our new packaging business~~2023. The ~~sales~~increase in ~~the~~our ~~third~~Specialty ~~quarter~~and ofPackaging ~~2023,~~papers ~~were~~volume ~~also~~is ~~impacted~~due byto the ~~sale~~sales of our ~~Dryden~~recently ~~pulp~~converted Kingsport mill, onincluded ~~August~~in 1,our ~~2023~~first quarter of 2024 results.

~~Domtar~~Operating ~~segment~~income sales in the first nine months of 2023 decreased by $211 million, or 6% when compared to sales in the first nine months of 2022. This decrease in sales is mostly due to a decrease in our pulp and paper volumes, partially offset by a increase in our net average selling price for paper and sales from ~~our~~continuing ~~new packaging business. The sales in the first nine months of 2023, were also impacted by the sale of our Dryden pulp mill on August 1, 2023.~~operations

Operating ~~(loss)~~income from continuing operations in our Paper and Packaging segment amounted to $79 million in the first quarter of 2024, a decrease of $58 million, when compared to operating income from continuing operations of $137 million in the first quarter of 2023. Our results were negatively impacted by:

•

~~Operating~~Lower ~~loss~~net ~~from~~average ~~continuing~~selling ~~operations~~prices infor ~~our~~pulp ~~Domtar~~and ~~segment~~paper ~~amounted to~~ ($20115 million in the third quarter of 2023, a decrease of $246 million, when compared to operating income from continuing operations of $226 million in the third quarter of 2022. Our results were negatively impacted by:)

•

Lower volume and mix ($9544 million)

•

Higher ~~operating~~closure ~~expenses~~and restructuring costs ($805 million) ~~mostly~~when ~~due~~compared to ~~lower~~the ~~production~~first ~~and~~quarter ~~higher~~of ~~maintenance~~2023 ~~costs in part~~ due to the ~~timing~~indefinite curtailment of ~~some~~our ~~major~~Crofton ~~maintenance,~~mill ~~partially~~paper ~~offset~~operations byannounced ~~lower~~in ~~freight~~January ~~costs~~2024

•

Lower ~~net~~other ~~average~~operating ~~selling~~income ~~prices for pulp~~ ($735 million)

Higher closure and restructuring costs ($54 million) and lower asset conversion charges ($20 million) in the third quarter of 2023. We recorded $54 million of closure and restructuring costs related to the idling of our Espanola pulp and paper mill in the third quarter of 2023. We recorded $20 million of asset conversion costs for our Kingsport mill as part of the conversion to a linerboard facility in the third quarter of 2022

Lower other operating income ($2 million)

These decreases were partially offset by:

•

~~Higher~~Lower ~~net~~input ~~average~~costs ~~selling prices for paper~~ ($1942 million) mostly related to lower costs of fiber and chemical

•

Lower ~~depreciation~~asset conversion charges ($1330 million). ~~when~~We ~~compared~~recorded to$30 ~~the~~million ~~third quarter~~ of ~~2022~~asset ~~due~~conversion tocosts ~~the~~for ~~application~~our ofKingsport ~~the~~mill ~~acquisition~~as ~~method~~part of ~~accounting as of~~ the ~~date~~conversion ofto ~~our 2021 Merger, resulting in~~ a ~~new~~linerboard ~~basis~~facility ~~of the Company’s assets, finalized~~ in the ~~fourth~~first quarter of ~~2022~~2023 ~~partially~~compared ~~offset~~to bynil ~~an impairment charge ($9 million)~~ in the ~~third~~first quarter of ~~2023 related to the announced idling of our Espanola pulp and paper mill~~2024

~~Positive impact of a lower Canadian dollar on our Canadian dollar denominated expenses, partially offset by the lower gains from our foreign currency hedging program ($5 million)~~ 46

•

Lower ~~Transaction~~impairment ~~costs~~of long-lived assets charges ($519 million) ~~mainly~~when ~~related~~compared to the first quarter of 2023 due to the curtailment of our ~~Acquisition~~Crofton mill paper operation in 2023

•

Lower ~~input~~operating ~~costs~~expenses ($419 million) when compared to the first quarter of 2023 mostly ~~related~~due to lower ~~energy~~maintenance costs ~~partially~~in ~~offset~~part bydue ~~higher~~to ~~costs~~the timing of ~~chemicals~~ some major maintenance, as well as lower freight costs, partially offset by lower production

~~Operating~~PULP ~~income~~AND ~~from~~TISSUE continuing operations in our Domtar segment amounted to $147 million in the first nine months of 2023, a decrease of $177 million, when compared to operating income from continuing operations of $324 million in the first nine months of 2022. Our results were negatively impacted by:

Higher operating expenses ($135 million) mostly due to lower production, higher maintenance costs in part due to the timing of some major maintenance, partially offset by lower freight costs



	Three months ended
(In millions of dollars, unless otherwise noted)	March 31, 2024		March 31, 2023		variance $
Sales
Paper	$	182	$	83	$	99
Pulp		132		42		90
Tissue		55		20		35
Total sales	$	369	$	145	$	224
Operating Income from continuing operations	$	18	$	5	$	13

Shipments
Paper (in thousands of ST)		265		103		162
Pulp (in thousands of ADMT)		168		45		123
Tissue (in thousands of ST) (1)		24		9		15

~~Lower~~(1) ~~volume~~Tissue ~~and~~converted ~~mix~~products, ~~($117~~which ~~million)~~are measured in cases, are converted to short tons.

Higher input costs ($34 million) mostly related to higher costs of fiber and chemicals, partially offset by lower energy costs

Higher closure and restructuring costs ($54 million) and higher asset conversion charges ($18 million) in the first nine months of 2023. We recorded $54 million of closure and restructuring costs related to the idling of our Espanola pulp and paper mill in the third quarter of 2023. We recorded $63 million of asset conversion costs for our Kingsport mill as part of the conversion to a linerboard facility compared to $45 million in the first nine months of 2022

Lower net average selling prices for pulp ($30 million)

Higher Transaction costs ($27 million) mainly related to our Acquisition

Lower other operating income ($6 million)

These decreases were partially offset by:

Higher net average selling prices for paper ($196 million)

Lower depreciation charges ($39 million) when compared to the first nine months of 2022 due to the application of the acquisition method of accounting as of the date of our 2021 Merger, resulting in a new basis of the Company’s assets, finalized in the fourth quarter of 2022 partially offset by an impairment charge ($9 million) in the third quarter of 2023 related to the announced idling of our Espanola pulp and paper mill

Positive impact of a lower Canadian dollar on our Canadian dollar denominated expenses, partially offset by the lower gains from our foreign currency hedging program ($18 million)

RESOLUTE	Three months ended								Nine Months ended
(In millions of dollars, unless otherwise noted)	September 30, 2023			September 30, 2022		$ change			September 30, 2023			September 30, 2022		$ change
Sales	$	579			—	$	579		$	1,454			—	$	1,454
Operating Loss from continuing operations		(36	)		—		(36	)		(93	)		—		(93	)
Shipments
Paper (in thousands of ST)		218			—		218			573			—		573
Wood products (in millions board feet) (1)		511			—		511			1,261			—		1,261
Pulp (in thousands of ADMT)		141			—		141			305			—		305
Tissue (in thousands of ST) (2)		24			—		24			56			—		56

(1) Includes wood pellets measured by mass, converted to board feet using a density-based conversion ratio, as well as engineered wood products measured by linear feet, converted to board feet.

(2) Tissue converted products, which are measured in cases, are converted to short tons.

Sales

~~Resolute~~Pulp and Tissue segment generated sales of $~~579~~369 million for ~~the~~our ~~third~~first quarter of ~~2023~~2024. Our ~~third~~first quarter of ~~2022~~2023 had noonly one month of sales from ~~Resolute~~our Pulp and Tissue segment.

~~Resolute~~Operating ~~segment~~income ~~generated sales of $1,454 million for the first nine months of 2023. Our first nine months of 2022 had no sales~~ from ~~Resolute.~~continuing operations

Operating income from continuing operations in our Pulp and Tissue segment amounted to $18 million for our first quarter of 2024. Our first quarter of 2023 had only one month of results from our Pulp and Tissue segment.

WOOD PRODUCTS


	Three months ended
(In millions of dollars, unless otherwise noted)	March 31, 2024			March 31, 2023			variance $
Sales	$	242		$	95		$	147
Operating Loss from continuing operations	$	(18	)	$	(9	)	$	(9	)

Shipments
Wood products (in millions board feet) (1)		507			192			315

(1)Includes wood pellets measured by mass, converted to board feet using a density-based conversion ratio, as well as engineered wood products measured by linear feet, converted to board feet.

Sales

Wood Products segment generated sales of $242 million in the first quarter 2024. The first quarter of 2023 had only one month of sales from our Wood Products segment.

Operating loss from continuing operations

Operating loss from continuing operations in our ~~Resolute~~Wood Products segment amounted to $3618 million ~~for~~in the ~~third~~first quarter of ~~2023~~2024. Our ~~third~~first quarter of ~~2022~~2024 operating loss includes favorable inventory valuation of $2 million. In addition, in the first quarter of 2024, we expense $7 million of cash deposits for duties. Our first quarter of 2023 had noonly one month of results from ~~Resolute~~our Wood Products segment and expense $1 million of cash deposits for duties.

Operating loss from continuing operations in our Resolute segment amounted to $93 million for the first nine months of 2023. Our first nine months of 2022 had no results from Resolute. We recorded $24 million of transaction costs under Transaction costs in 2023, related to the acquisition. In addition, in the second quarter of 2023, we recorded approximately $15 million of costs related to the forest fires in Quebec regions, Canada.47

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 $1.0 billion ABL Revolving Credit facility, of which $~~451~~463 million was undrawn and available as of ~~September~~March 3031, ~~2023~~2024. Under adverse market conditions, there can be no assurance that ~~these~~this ~~agreements~~facility 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 facility 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. We remain indefinitely reinvested in the outside basis differences of our foreign subsidiaries.

Operating Activities

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 used for operating activities, including discontinued operations, totaled $6935 million in the first ~~nine~~quarter ~~months~~ of ~~2023~~2024, a $~~503~~173 million difference compared to cash flows ~~from~~used for operating activities, including discontinued operations, of $~~434~~208 million in the first ~~nine~~quarter ~~months~~ of ~~2022~~2023. This ~~increase~~decrease in cash flows used for operating activities is primarily due to a decrease in profitability asand ~~well~~a asdecrease ~~an increase~~ in working capital requirements. In addition, we ~~made~~had an income tax ~~payments~~refund, net of ~~refunds~~payments, of $688 million during the first ~~nine~~quarter ~~months~~ of ~~2023~~2024, compared to income tax payments, net of refunds, of $1850 million during the first ~~nine~~quarter of 2023. For the three months ended March 31, 2024, we contributed $25 million to the pension plans and $5 million to the other post-retirement benefit plans, compared to $7 million and $3 million, respectively, in the first quarter of ~~2022~~2023.

Investing Activities

Cash flows used for investing activities, including discontinued operations, in the first ~~nine~~quarter ~~months~~ of ~~2023~~2024 amounted to $~~898~~53 million, a $~~828~~1,118 million difference compared to cash ~~flow~~flows used for investing activities, including discontinued operations, of $701,171 million in the first ~~nine~~quarter ~~months~~ of ~~2022~~2023.

The use of cash for investing activities in the first ~~nine~~quarter ~~months~~ of ~~2023~~2024 was ~~mostly~~ attributable to ~~the acquisition of the Resolute business, net of cash acquired, for a total of $1,098 million,~~ additions to property, plant and equipment of $~~214~~53 million ~~and was partially offset by the proceeds from the sale of businesses, net of cash disposed, of $417 million and proceeds from the sale of property, plant and equipment of $7 million~~.

The use of cash for investing activities in the first ~~nine~~quarter ~~months~~ of ~~2022~~2023 was mostly attributable to the ~~addition~~acquisition toof ~~property~~the Resolute business, ~~plant~~net ~~and~~of ~~equipment~~cash acquired, of $~~340~~1,098 million, ~~partially~~additions ~~offset~~to byproperty, ~~the~~plant ~~proceeds~~and ~~from~~equipment ~~the~~of ~~sales~~$78 ofmillion ~~our~~and ~~Kamloops~~was ~~mills~~partially ~~($237~~offset ~~million)~~by ~~and~~the proceeds from the sale of property, plant and equipment of $337 million.

Our annual capital expenditures for ~~2023~~2024 ~~should increase due to the inclusion of our newly acquired subsidiary Resolute, partially decrease due to the completion of the Kingsport mill conversion and~~ are expected to total between $~~370~~310 million and $~~380~~320 million.

Financing Activities

Cash flows ~~provided~~used ~~from~~for financing activities, including discontinued operations, totaled $~~1,045~~7 million in the first ~~nine~~quarter ~~months~~ of ~~2023~~2024 compared to cash flows ~~used~~provided ~~for~~from financing activities, including discontinued operations, of $~~372~~1,055 million in the first ~~nine~~quarter ~~months~~ of ~~2022~~2023.

The ~~primary~~use ~~source~~ of cash flows ~~provided~~ from financing activities in the first ~~nine~~quarter ~~months~~ of ~~2023~~2024 was attributable to ~~the~~repayment ~~proceeds~~of ~~from~~long-term ~~the~~debt ~~issuance~~as required for quarterly amortization of ~~the~~our Farm Credit Term Loan ~~($930~~Facility ~~million),~~and ~~issuance~~First ofLien ~~capital~~Term Loan ($~~500~~16 million), ~~and~~lower ~~borrowing~~bank ~~under~~indebtedness ~~our ABL Revolving Credit Facility~~ ($~~335~~12 million)., ~~This was~~ partially offset by ~~the~~borrowings ~~partial~~under ~~repayment of~~ our ~~First~~ABL ~~Lien~~Revolving ~~Term~~Credit ~~Loan~~ Facility ($~~283~~20 million) ~~as well as repayment of the assumed debt acquired under the Resolute Acquisition on March 1, 2023 ($307 million)~~.

The ~~use~~primary source of cash flows provided from financing activities in the first ~~nine~~quarter ~~months~~ of ~~2022~~2023 was attributable to the ~~redemptions~~proceeds offrom the ~~6.25%~~issuance ~~Notes~~of ~~due 2042 and~~ the ~~6.75%~~Farm ~~Notes~~Credit ~~due~~Term ~~2044~~Loan (~~“Existing~~$949 ~~Domtar Notes”~~million), ~~pursuant~~issuance ~~to the Domtar Notes Change~~ of ~~Control~~capital ~~Offers that terminated on January 3, 2022. To partially finance these repayments, we utilized~~ ($~~127~~500 million) ~~under~~and ~~the Delayed Draw Term Loan facility as well as~~ borrowings under our ABL Revolving Credit Facility, ~~which~~($260 million). This was ~~fully~~partially ~~repaid~~offset inby the ~~second~~partial ~~quarter~~repayment of ~~2022~~our ~~with~~First ~~the~~Lien ~~proceeds~~Term ~~from~~Loan ~~the~~Facility ~~sales of our Kamloops mill~~ ($~~150~~283 million). Asas awell ~~result,~~as werepayment ~~repaid $134 million~~ of the ~~6.25%~~assumed ~~Notes~~debt ~~due~~acquired ~~2042~~under ~~and $100 million of~~ the ~~6.75%~~Resolute ~~Notes~~Acquisition ~~due~~on ~~2044.~~March ~~In addition~~1, 2023 ($~~133~~307 million ~~of the Senior Secured Notes were redeemed as a result of the Domtar Existing Notes Change of Control Offers~~).

Capital Resources

Net indebtedness, consisting of bank indebtedness, and long-term debt ~~and due to related party~~, net of cash and cash equivalents and restricted cash, was $2,~~164~~417 million as of ~~September~~March 3031, ~~2023~~2024 compared to $12,~~278~~324 million as of December 31, ~~2022~~2023. ~~The increase in our net indebtedness is mainly as a result of the Resolute Acquisition and SPI.~~

ABL Revolving Credit Facility

On March 1, 2023, we amended our ABL Revolving Credit Facility to mature on March 1, 2028 (extended from November 30, 2026). Our ABL Revolving Credit Facility provides for revolving loans and letters of credit in an aggregate amended amount of up to $1.0 billion (up from $400 million), subject to borrowing base capacity~~, which was $966 million at September 30, 2023~~. On March 1, 2023, the ABL Revolving Credit Facility was drawn by $210 million to partially fund the Acquisition ~~and provide liquidity~~.

Borrowings under the ABL Revolving Credit Facility ~~bears~~bear interest at a floating rate per annum of, at our option, SOFR (adjusted by 0.10%) plus an applicable margin of 1.50% to 2.00% or a base rate plus 0.50% to 1.00%, in each case, depending on excess availability. The base rate is subject to an interest rate floor of 1.00%. Utilization of the ABL Revolving Credit Facility ~~will~~is be limited by borrowing base calculations based on the sum of specified percentages of eligible accounts receivable, plus specified percentages of eligible inventory, minus the amount of any applicable reserves. The ABL Revolving Credit Facility ~~will~~is be subject to an unused line fee of 0.25% to 0.375%, depending upon utilization.

Our ABL Revolving Credit Facility, when specified excess availability is less than the greater of $87.5 million and 10% of the lesser of the borrowing base and maximum borrowing capacity, requires the maintenance of a fixed charge coverage ratio of 1.00 to 1.00 at the end of each fiscal quarter for the trailing twelve month period. This covenant did not apply as at ~~September~~March 3031, ~~2023~~2024.

On ~~September~~March 3031, ~~2023~~2024, we had borrowings of $~~335~~355 million and $~~180~~166 million of letters of credit outstanding under this facility, leaving unused commitments available to us of $~~451~~463 million.

Farm Credit Term Loan

On March 1, 2023, we entered into a Term Loan Credit Agreement (the “Farm Credit Term Loan”) for $949 million, consisting of two tranches: (a) $666 million of Farm Credit Term Loan A (as defined in the Farm Credit Term Loan) used to refinance renewable energy investments and facilitate the Acquisition and (b) $283 million of Farm Credit Term Loan B (as defined in the Farm Credit Term Loan) used to repay $283 million of borrowings under the Term Loan Facility.

Our Farm Credit Term Loan ~~will~~matures ~~mature~~ (i) with respect to the Farm Credit Term Loan A, on March 1, 2030 and (ii) with respect to the Farm Credit Term Loan B, on November 30, 2028. Our Farm Credit Term Loan bear interest at a floating rate per annum of, at Domtar’s option, (i) with respect to the Farm Credit Term Loan A, SOFR (adjusted by 0.10%) plus 6% or a base rate plus 5%, and (ii) with respect to the Farm Credit Term Loan B, SOFR (adjusted by 0.10%) plus 5.75% or a base rate plus 4.75%. The SOFR rate is subject to an interest rate floor of 0.75% and the base rate is subject to an interest rate floor of 1.75%. Borrowings under our Farm Credit Term Loan ~~will~~ amortize in equal quarterly installments in an amount equivalent to 5% per annum of the principal amount. The Farm Credit Term Loan ranks pari passu with the First Lien Term Loan Credit Agreement and the Senior Secured Notes.

We are required to offer to prepay the loans under the Farm Credit Term Loan, the Term Loan Facility and the Senior Secured Notes with 100% of the net cash proceeds of certain asset sales subject to reinvestment rights. We are required to prepay the Farm Credit Term Loan and Term Loan Facility with 100% of the net cash proceeds of certain debt issuances and 50% of excess cash flow, subject to certain exceptions.

During the ~~three~~first ~~and~~quarter ~~nine months~~ ended ~~September~~March 3031, ~~2023~~2024, we repaid $98 million ~~and $17 million, respectively,~~ of Farm Credit Term Loan A, and $34 million ~~and $10 million, respectively,~~ of Farm Credit Term Loan B, as required for quarterly amortization. At ~~September~~March 3031, ~~2023~~2024, there ~~was~~were $~~649~~633 million of borrowings under the Farm Credit Term Loan A and $~~273~~265 million of borrowings under the Farm Credit Term Loan B.

First Lien Term Loan Facility

On November 30, 2021, we entered into a First Lien Term Loan Facility maturing November 30, 2028, of which $525 million was immediately drawn and up to $250 million was available as a Delayed Draw Term Loan. On January 7, 2022, we utilized $127 million under the Delayed Draw Term Loan facility to fund a portion of the redemptions of the Existing Domtar Notes pursuant to the Domtar Notes Change of Control Offers that terminated on January 3, 2022. The remainder of the Delayed Draw Term Loan facility was cancelled.

Borrowings under our First Lien Term Loan Facility amortize in equal quarterly installments in an amount equal to 5% per annum. The interest rate margin applicable to borrowings under our First Lien Term Loan Facility is, at our option, either (1) SOFR adjusted by 0.114% plus 5.50%, subject to ainterest ~~SOFR~~rate floor of 0.75%. or (2) the base rate plus 4.50%, subject to a base rate floor of 1.75%.

During the ~~third~~first quarter ofended ~~2023~~March ~~and~~31, ~~first nine months of 2023~~2024, we repaid $5 million ~~and~~as required for quarterly amortization. At March 31, 2024, there were $14339 million, ~~respectively~~of borrowings outstanding under the Term Loan Facility. In the first quarter of 2023, we repaid $5 million as required for quarterly amortization. Weand we also repaid $283 million on March 1, 2023 pursuant to the Acquisition and related to the issue of the Farm Credit Term Loan B for $283 million. ~~At September 30, 2023 there was $348 million of borrowings outstanding under the First Lien Term Loan Facility.~~

Senior Secured Notes

Pearl Merger Sub Inc., a ~~newly formed,~~ wholly-owned subsidiary of Pearl Excellence Holdco L.P., a Delaware limited partnership, was the initial issuer of the $775 million aggregate principal amount of 6.75% Senior Secured Notes due 2028 (the “Notes”). This Note issue was part of financing related to the acquisition of Domtar by Pearl Excellence Holdco L.P. Upon the completion of the acquisition, the initial issuer was merged with and into Domtar with Domtar surviving the Merger and becoming the obligor of the Notes.

financing related to the acquisition of Domtar by Pearl Excellence Holdco L.P. Upon the completion of the acquisition, the initial issuer was merged with and into Domtar with Domtar surviving the Merger and becoming the obligor of the Notes.

The Notes mature on October 1, 2028 and interest on the Notes is payable in cash semi-annually in arrears on April 1 and October 1 of each year, commencing on April 1, 2022.

Pending completion of the Domtar Existing Notes Change of Control Offers that terminated on January 3, 2022, $250 million of the proceeds of the Notes issue ~~was~~were set aside as restricted cash to fund approximately half of the funds required to complete the Change of Control Offers. Such funds ~~are~~were reflected as restricted cash and included in Cash and cash equivalents on the Balance Sheet at December 31, 2021. Funds not utilized were to be used to redeem a portion of the Senior Secured Notes at a 100% price. On January 7, 2022, $133 million of the Senior Secured Notes were redeemed as a result of the Domtar Existing Notes Change of Control Offers that terminated on January 3, 2022, leaving $642 million of Notes outstanding as of ~~September~~March 3031, ~~2023~~2024.

Secured Debt Attributes

We are required to offer to prepay the loans under the Farm Credit Term Loan, the First Lien Term Loan Facility and the Senior Secured Notes with 100% of the net cash proceeds of certain asset sales subject to reinvestment rights.

We are required to prepay the Farm Credit Term Loan and First Lien Term Loan Facility with 100% of the net cash proceeds of certain debt issuances and 50% of excess cash flow, subject to certain exceptions.

52Our ABL Revolving Credit Facility, Farm Credit Term Loan, the First Lien Term Loan Facility and the Senior Secured Notes contain customary negative covenants, including, but not limited to, restrictions on our ability and that of our restricted subsidiaries to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make investments, pay dividends or make other restricted payments, sell or otherwise transfer assets or enter into transactions with affiliates.

Our ABL Revolving Credit Facility, Farm Credit Term Loan, the First Lien Term Loan Facility and the Senior Secured Notes ~~contains~~provide ~~customary~~that, ~~negative~~upon ~~covenants,~~the ~~including,~~occurrence ~~but~~of ~~not~~certain ~~limited~~events toof default, ~~restrictions~~our onobligations ~~our~~thereunder ~~ability~~may ~~and~~be ~~that~~accelerated. Such events of ~~our~~default ~~restricted~~include ~~subsidiaries~~payment defaults to ~~merge~~the ~~and~~lenders ~~consolidate~~thereunder, ~~with~~material ~~other~~inaccuracies ~~companies,~~of ~~incur~~representations ~~indebtedness~~and warranties, ~~grant~~covenant ~~liens~~defaults, orcross-defaults ~~security~~to ~~interests~~other onmaterial ~~assets~~indebtedness, ~~make~~voluntary ~~investments~~and involuntary bankruptcy, ~~pay~~insolvency, ~~dividends~~corporate orarrangement, ~~make~~winding-up, ~~other~~liquidation ~~restricted~~or ~~payments~~similar proceedings, ~~sell~~material ormoney ~~otherwise~~judgments, ~~transfer~~change ~~assets~~of orcontrol ~~enter~~and ~~into~~other ~~transactions~~customary ~~with~~events ~~affiliates~~of default.

Our obligations under our ABL Revolving Credit Facility, ~~Farm~~are ~~Credit~~guaranteed ~~Term~~by ~~Loan,~~our ~~the~~immediate ~~First~~parent ~~Lien~~(a ~~Term~~company ~~Loan~~that ~~Facility~~has no assets other than Domtar shares) and ~~the~~our ~~Senior~~wholly-owned ~~Secured~~material ~~Notes~~U.S. ~~provides~~subsidiaries ~~that,~~and ~~upon~~wholly-owned ~~the~~material ~~occurrence~~Canadian ofsubsidiaries. ~~certain~~Our ~~events~~ABL ofRevolving ~~default,~~Credit ~~our~~Facility ~~obligations~~has ~~thereunder~~a ~~may~~first-priority belien ~~accelerated.~~on ~~Such~~the ~~events~~current assets of ~~default~~such ~~include~~U.S. ~~payment~~and ~~defaults~~Canadian tosubsidiaries, ~~the~~and ~~lenders~~a ~~thereunder,~~second-priority ~~material~~lien ~~inaccuracies~~on the fixed assets of ~~representations~~our ~~and~~wholly-owned ~~warranties,~~material ~~covenant~~U.S. ~~defaults~~subsidiaries, ~~cross-defaults~~excluding toprincipal ~~other~~properties ~~material~~(second ~~indebtedness,~~in ~~voluntary~~priority ~~and~~to ~~involuntary~~the ~~bankruptcy,~~liens ~~insolvency,~~securing ~~corporate~~our ~~arrangement,~~First ~~winding-up,~~Lien ~~liquidation~~Term orLoan ~~similar~~Facility ~~proceedings,~~(“First ~~material~~Lien ~~money~~Term ~~judgments,~~Loan ~~change~~Facility”) ofdiscussed ~~control~~above), ~~and~~in ~~other~~each ~~customary~~case, ~~events~~subject ofto ~~default~~permitted liens.

Our obligations under our ~~ABL~~Farm ~~Revolving~~ Credit Term Loan, the First Lien Term Loan Facility and the Senior Secured Notes are guaranteed by our immediate parent (a company ~~which~~with ~~has~~ no assets other than Domtar shares) and ~~our~~all of the Issuer’s direct and indirect wholly-owned material U.S. subsidiaries. ~~and~~Our ~~wholly-owned~~Farm ~~material~~Credit ~~Canadian~~Term ~~subsidiaries.~~Loan, ~~Our~~the ~~ABL~~First ~~Revolving~~Lien ~~Credit~~Term Loan Facility ~~has~~and the Senior Secured Notes have a first- priority lien on the ~~current~~fixed assets of ~~such~~our wholly-owned material U.S. ~~and~~subsidiaries, ~~Canadian~~representing ~~subsidiaries~~54% of the Consolidated Fixed Assets, and a second-priority lien on the ~~fixed~~current ~~assets~~asset ofcollateral ~~our~~in ~~wholly-owned~~the ~~material~~ U.S. ~~subsidiaries, excluding principal properties~~ (second in priority to the liens securing our ~~First~~ABL ~~Lien~~Revolving ~~Term~~Credit ~~Loan~~ Facility ~~(“First Lien Term Loan Facility”)~~ discussed above), in each case, subject to other permitted liens.

~~Our obligations under our Farm Credit Term Loan, the First Lien Term Loan Facility and the Senior Secured Notes are guaranteed by our immediate parent (a company with no assets other than~~ Domtar ~~shares) and all of the Issuer’s direct and indirect wholly-owned material U.S. subsidiaries. Our Farm Credit Term Loan, the First Lien Term Loan Facility and the Senior Secured~~ Notes have a first priority lien on the fixed assets of our wholly-owned material U.S. subsidiaries, representing 63% of the Consolidated Fixed Assets, and a second-priority lien on the current asset collateral in the U.S. (second in priority to the liens securing our ABL Revolving Credit Facility discussed above), in each case, subject to other permitted liens.

~~Existing~~As ~~Domtar~~of March 31, 2024, $116 million of the 6.25% Notes ~~Change~~due 2042 and $150 million of ~~Control~~the ~~Offers~~6.75% Notes due 2044, remain outstanding.

Following the change of control of Domtar, Domtar was obligated, pursuant to the indenture governing the 6.25% Notes due 2042 and the 6.75% Notes due 2044 (“Existing Domtar Notes”), to make the Existing Domtar Notes Change of Control Offers, pursuant to which Domtar offered to repurchase all of the Existing Domtar Notes from holders at a purchase price of 101%. Up to $250 million under the First Lien Term Loan was available on a delayed draw basis (“Delayed Draw Term Loan”) and up to $250 million aggregate principal amount of the 6.75% Senior Secured Notes was earmarked for the repurchase of the Existing Domtar Notes pursuant to the Existing Domtar Notes Change of Control Offers. Up to $250 million aggregate principal amount of the Senior Secured Notes was subject to special mandatory redemption to the extent proceeds were not used to fund the redemptions of the Existing Domtar Notes pursuant to the Existing Domtar Notes Change of Control Offers.

On January 3, 2022, $134 million of the 6.25% Notes due 2042 and $100 million of the 6.75% Notes due 2044 were tendered pursuant to the offer. In addition, $3 million of premium was paid and $6 million of accrued interest were paid. As a result, $116 million of the 6.25% Notes due 2042 and $150 million of the 6.75% Notes due 2044, remain outstanding as of September 30, 2023.

Due to Related Party

Following the acquisition of SPI, on June 29, 2023, the purchase price of $185 million was financed by the seller, an affiliated company with the issuance by Domtar of a $50 million unsecured note due July 15, 2023, a $35 million unsecured note due after June 30, 2031 and $100 million preferred shares redeemable by the holder after June 30, 2031, with Domtar having the option to satisfy the redemption with cash or Domtar securities. ~~Refer~~For more information, refer to Item 1, Financial Statements and Supplementary Data under Note 3 “Acquisition of businesses” ofand ~~the~~Note ~~financial~~15 ~~statements~~“Related inParty ~~this Quarterly Report on Form 10-Q~~Transaction”.

Redemption of Resolute Notes

Resolute had $300 million of notes outstanding upon the Acquisition taking place. On February 14, 2023, Resolute ~~had~~ delivered notice of redemption to holders of the 4.875% Senior Notes due 2026. The redemption notice provided for the full redemption of $300 million principal amount of the notes on March 1, 2023 at a redemption price equal to 102.438% of the principal amount of the Notes redeemed, plus accrued and unpaid interest. The redemption of the Notes was subject to the consummation of the Acquisition. Following the redemption on March 1, 2023, no Resolute notes remain outstanding.

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, compliance with laws, 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 ~~September~~March 3031, ~~2023~~2024, 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.

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 ~~September~~March 3031, ~~2023~~2024, we have not recorded a liability associated with these indemnifications, as we do not expect to make any payments pertaining to these indemnifications.

RECENT ACCOUNTING PRONOUNCEMENTS

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

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates, assumptions and choices amongst acceptable accounting methods that affect our reported results of operations and financial position. Critical accounting estimates pertain to matters that contain a significant level of management estimates about future events, encompass the most complex and subjective judgments and are subject to a fair degree of measurement uncertainty. On an ongoing basis, management reviews its estimates, including those related to environmental matters and asset retirement obligations, business combinations, impairment and useful lives of long-lived assets, closure and restructuring costs, ~~intangible assets impairment,~~ pension and other post-retirement benefit plans, income taxes, countervailing duty and anti-dumping duty cash deposits on softwood lumber 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, 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.

For more details on critical accounting policies, refer to our Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023.

There has not been any material change to our policies since December 31, ~~2022, except for the following addition related to our recent acquisition of Resolute~~2023.

~~Countervailing duty and Anti-dumping duty cash deposits on softwood lumber~~51

As of September 30, 2023, a total of $594 million of countervailing and anti-dumping duty cash deposits on estimated softwood lumber duties were paid. Of this amount, $563 million of deposits were paid at acquisition date and were included in the preliminary purchase price allocation. These deposits are measured since the acquisition date, using a model based on the assumption that a settlement would be reached and that a certain percentage of the deposits would be recovered after a certain period of time.

FORWARD-LOOKING STATEMENTS

The information included in this Quarterly Report on Form 10-Q 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 our results of operations or financial condition. These factors include, but are not limited to:

•

continued decline in usage of paper products in our core market;

•

our ability to implement our business diversification initiatives, including repurposing of assets and strategic acquisitions or divestitures, facility closures and integration of acquired businesses;

•

~~failure~~asset ~~to achieve our cost containment goals,~~ conversion costs in excess of our expectations ~~and demand for linerboard~~;

•

demand for linerboard;

•

product selling prices;

•

cyclicality of sales and prices in the lumber market;

•

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

•

impact of inflation on our costs and uncertainty of our ability to pass through increased costs to our customers;

•

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

•

significant indebtedness and resulting financial leverage;

•

performance of our manufacturing operations, including unexpected maintenance requirements;

•

the level of competition from domestic and foreign producers;

•

cyberattacks or other security breaches;

•

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

•

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

•

transportation costs;

•

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

•

legal proceedings;

•

changes in asset valuations, including impairment of long-lived assets, inventory, accounts receivable or other assets, including deferred assets, or other reasons;

•

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;

•

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”, in item 1A of our ~~Quarterly~~Annual Report on Form 10-QK, for the ~~quarter~~year ended ~~September~~December 3031, 2023.

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Information relating to quantitative and qualitative disclosure about market risk is contained in our Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023. There has not been any material change in our exposure to market risk since December 31, ~~2022~~2023. A full discussion on Quantitative and Qualitative Disclosure about Market Risk, is found in Note 5 “Derivatives and Hedging Activities and Fair Value Measurement,” of the financial statements in this Quarterly Report on Form 10-Q.

Our operating income can be impacted by the following sensitivities that reflect our recent Acquisition:

SENSITIVITY ANALYSIS
(In millions of dollars, unless otherwise noted)
Each $10/unit change in the selling price of the following products1:
Papers			4038
Pulp - net position			22
Wood			2023
Tissue			1
Foreign exchange
(US $0.01 change in relative value to the Canadian dollar before hedging)			2935
Energy 2
Natural gas: $0.25/MMBtu change in price before hedging			9

1. Based on estimated ~~2023~~2024 capacity (ST, ADMT or MBF).

2. Based on estimated ~~2023~~2024 consumption levels. The allocation between energy sources may vary during the year in order to take advantage of market condition.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of ~~September~~March 3031, ~~2023~~2024, an evaluation was performed by members of management, at the direction and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of ~~September~~March 3031, ~~2023~~2024, our disclosure controls and procedures were effective.

Change in Internal Control over Financial Reporting

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

5653

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See Note 1413 “Commitments and Contingencies” of the financial statements in this Quarterly Report on Form 10-Q for the discussion regarding legal proceedings.

ITEM 1A. RISK FACTORS

~~You~~Our ~~should~~Annual ~~read the following risk factors carefully in connection with evaluating the Company's business and the forward-looking information contained in this Quarterly~~ Report on Form 10-Q.K ~~Any~~for of the ~~following~~year ~~risks~~ended ~~could~~December ~~materially~~31, ~~and~~2023, ~~adversely~~contains ~~affect~~important ~~our~~risk ~~business,~~factors ~~financial~~that ~~condition,~~could ~~operating~~cause ~~results~~our ~~and the~~ actual ~~outcome~~results ofto ~~matters~~differ ~~described~~materially infrom ~~this~~those ~~Quarterly~~projected ~~Report~~in onany ~~Form 10~~forward-Qlooking statement. ~~While~~There ~~the~~were ~~Company~~no ~~believes~~material itchanges ~~has~~to ~~identified and discussed below~~ the ~~key~~ risk factors ~~affecting~~described in our ~~business,~~Annual ~~there~~Report ~~may~~on beForm ~~additional~~10-K ~~risks~~for ~~and uncertainties that~~ the ~~Company~~year ~~does~~ended ~~not~~December ~~presently know or that does not currently believe to be significant that may adversely affect our business~~31, ~~financial condition or operating results in the future~~2023.

Risks Related to our Business

Failure to successfully implement the Company’s business diversification and integration 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 its long-term success. The intent of these initiatives is to help grow and diversify the business and counteract the secular decline in the North American paper business. These initiatives may involve organic growth, conversion of assets, other strategic transactions and projects to complement, expand or optimize its business. The success of these initiatives will depend on, among other things, the Company's ability to identify potential strategic initiatives, understand the key trends and principal drivers affecting those businesses and to execute the initiatives in a cost-effective manner. There are significant risks involved with the execution of such initiatives, including significant business, economic and competitive uncertainties, many of which are outside the Company’s control. In connection with any acquisition, conversion, strategic transaction or project, the Company may not successfully integrate an acquired business, assets, technologies, processes, controls, policies, and operations with ours or realize some or all of the anticipated benefits and synergies of the acquisition, conversion, strategic transaction or project. In connection with such transactions, the Company may face challenges associated with entering a new market, production location, product category or meeting customers’ demands. The Company may also face issues with the separation of processes and loss of synergies following the divestiture of businesses or idling or closure of facilities.

Strategic acquisitions, like its most recent acquisition of Resolute, 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 its strategic objectives or may not perform as expected. In addition, the costs of integrating an acquired business may exceed its 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 its business, or if the diversification strategy does not produce the expected outcomes, it may have a material adverse effect on the Company’s competitive position, financial condition and operating results.

Asset conversion, like its most recent conversion of one of its mill to a containerboard production facility, can be capital intensive and can involve the shutdown of a facility for an extended period, 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.

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 the Company’s paper products may adversely affect its business, results of operations and financial position.

Fluctuations and volatility in the prices of and the demand for the Company’s products due to factors such as economic cyclicality and changes in consumer preferences or trends could have a material adverse effect on its business, results of operations and financial position.

Historically, economic and market shifts, fluctuations in capacity and changes in foreign currency exchange rates have created cyclical changes in prices, demand and margins for the Company’s products. The length and magnitude of industry cycles have varied over time, both by market and by product, but generally reflect changes in macroeconomic conditions and levels of capacity. Any decline or stagnation in macroeconomic conditions could lead to experience lower sales volumes and reduced margins for the Company's products.

During periods of weak or weakening global economic conditions, the Company would expect any increase in unemployment or lower gross domestic product growth rates to adversely affect demand for its products as its customers delay or reduce their expenditures. For example, during an economic downturn, the Company's paper products could face more intense pressure from electronic substitution, end consumers may reduce printed newspaper and magazine subscriptions as a direct result of their financial circumstances, contributing to lower demand for the Company's products by its customers. In addition, demand for the Company's market pulp products is generally associated with the production rates of paper producers, as well as consumption trends for products such as tissue, toweling and absorbent products. An economic downturn in the U.S. or Canada could also negatively affect the U.S. or Canadian housing industry and the repair and remodeling segment, which are significant drivers of demand for the Company's lumber and other wood-based products.

Most of the Company’s 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.

In addition, consumer preferences and trends are constantly changing based on, among other factors, cost, convenience and health concerns and perceptions and an increased awareness of Environmental, Social and Governance (“ESG”) considerations. These consumer preferences and trends may affect the prices of the Company's products. The Company results may be adversely affected if the Company fails to anticipate trends that would enable it to offer products that respond to changing customer preferences and technological and regulatory developments.

As a result, prices for all of the Company’s products are driven by many factors outside of its control and may be volatile. The price for any one or more of these products may fall below its cash production costs, requiring the Company to incur losses on product sales or curtail production at one or more of its manufacturing facilities, or both. If the prices or demand for its products decline, this could adversely affect the Company’s business, results of operations and financial position.

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 business. The primary source for wood fiber is wood chips and logs for its pulp and paper mills and timber for its wood products business.

Wood fiber is a commodity, and prices historically have been impacted by a variety of factors. Environmental litigation and regulatory developments, activist campaigns and litigation advanced by Indigenous groups or other stakeholders, alternative use for energy production and reduction in harvesting related to the reduced demand, 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 or that meet standards required for third-party certifications. In addition, future domestic or foreign legislation and litigation concerning the use of timberlands, the protection of habitats and endangered or other species, including the woodland caribou, the promotion of forest health and biodiversity 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, windstorms, flooding, climate change effects 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, timber or market pulp stops selling, is unable to sell wood fiber to the Company or at a favorable price for any of the reasons described above, the Company's financial condition or results of operations could be materially and adversely affected.

Inflation or a sustained increase in the cost of the Company’s purchased energy or other raw materials and services would lead to higher manufacturing costs, thereby reducing its margins.

The Company’s operations consume substantial amounts of energy such as biomass, natural gas, electricity, fuel oil and wood residue. The main raw materials the Company uses in its manufacturing process are wood fiber and chemicals. The prices for raw materials and energy are volatile, affected by inflation, and may change rapidly, which impacts the Company's manufacturing costs, directly affects its results of operations and may 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. The Company also relies on service providers and contractors in its operations, the costs of which have also increased due to workforce shortages and inflation.

For the commodity products of the Company, the relationship between supply and demand, 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 also generates electricity at its hydroelectric and power generation facilities. There can be no certainty that the Company will be able to maintain the water rights necessary for its hydroelectric power generating facilities, or to renew such rights or power sales contracts on favorable conditions. The closure of certain machines or facilities located in Quebec could trigger the exercise of termination rights by the Quebec government under water rights agreements. The amount of electricity the Company can generate at its hydroelectric facilities is also subject to the volume of rain or snowfall and is therefore variable from one year to the next.

The Company could experience disruptions in operations and/or increased labor costs due to labor disputes or occupational health and safety issues.

Approximately 57% of the Company’s employees are represented by unions through collective bargaining agreements generally negotiated on a facility-by-facility basis. 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.

Occupational health and safety issues could also cause disruptions in operations or otherwise affect labor-related costs, including workforce availability and logistics constraints related to pandemic measures and the resulting economic conditions.

A material disruption in the Company’s supply chain, manufacturing or distribution operations could prevent us from meeting customer demand, reduce its sales and/or negatively impact its results of operations.

The Company’s ability to manufacture, distribute and sell products is critical to its operations. Any event that disrupts or limits transportation, delivery services or the operations of the Company’s suppliers, including workforce shortages and economic conditions resulting from pandemic conditions, could materially and adversely affect the Company's business, including increasing its inventory levels. The Company’s supply chain, manufacturing or distribution operations are subject to inherent risks such as:

unscheduled maintenance outages;

mechanical and/or power failures;

explosions, fires or accidental release of toxic materials;

malfunction of a boiler or other equipment, structural failures at any of its dams or hydroelectric facilities;

the effect of a drought or reduced rainfall on its water supply;

labor shortage or disputes;

changes in domestic and international laws and regulations;

disruptions in its supply chain and in the transportation infrastructure, including roads, bridges, railroad tracks and tunnels;

adverse weather events like fires, floods, earthquakes, hurricanes, winter storms and extreme cold or other catastrophes (including adverse weather conditions that may be intensified by climate change);

cyberattack or other security breaches;

failure of its IT systems, including any failure of its 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, acts of war or other violent acts; or

other operational problems, including those resulting from the risks described in this section.

Events such as those listed above can cause personal injury and loss life, 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 downtime, it may have a material adverse effect on the Company’s results of operations and financial position. In addition, some of these hazards can result in, among other things: reputational damage; the imposition of civil or criminal penalties; workers’ compensation; and other claims against the Company with respect to workplace exposure, exposure of contractors and others located on or off the Company's premises.

The Company is subject to physical, financial, regulatory, transition and litigation risks associated with global, regional, and local weather conditions and climate change.

The Company’s operations and the operations of its suppliers are subject to climate variations, which impact the productivity of forests, the frequency and severity of wildfires, the availability of water, the distribution and abundance of species, and the spread of disease or insect epidemics, which in turn may adversely or positively affect timber production and fiber availability. Over the past several years, changing weather patterns and climatic conditions due to natural and man-made causes have added to the unpredictability and frequency of natural disasters such as hurricanes, earthquakes, hailstorms, wildfires, drought, flooding, snow, ice storms, the spread of disease, and insect infestations. Any of these natural disasters or other conditions could also affect woodlands or cause variations in the cost of raw materials, such as virgin fiber. Changes in precipitation could make wildfires more frequent or more severe and could adversely affect timber harvesting or the Company's hydroelectric generation. The effects of global, regional and local weather conditions, and climate change, including the costs of complying with evolving climate change regulations and any related litigation could also adversely impact its results of operations.

Implementation of climate-change mitigation programs could increase the Company's costs in the short term, including as a result of potential GHG emissions reporting obligations in the U.S. and more detailed mandatory reporting in both Ontario and Quebec, all of which may require additional resources for monitoring, tracking, calibrating and reporting information, as well as training and verification. Carbon price mechanisms, such as the cap-and-trade system in Quebec, have an impact on the operational costs of covered facilities, as well as the cost of fuel from distributors operating under the programs. The price of carbon in Canada could continue to increase, and a price on carbon could be introduced in the U.S. International reporting protocols could change their standards for reporting GHG emissions, including changing the distinction that is currently made between CO2 emissions from biomass combustion at stationary sources and CO2 generated from fossil fuels. Regulatory bodies could also change their position on the carbon-neutrality of biomass energy, which would significantly alter its carbon footprint. Adopting and incorporating new technologies to help with the transition toward a low-carbon economy are also transitional risks that could represent significant costs to the Company or may expose us to unforeseen risks.

There is increased focus on sustainability reporting and the importance of ESG scores from customers and other stakeholders, which may impact the Company's business.

Sustainability/ESG reporting frameworks are numerous and evolving rapidly. Sustainability governance, performance and disclosures are reviewed and monitored by customers, stakeholders and ESG scoring service providers using different methodologies, which may impact how stakeholders perceive, justifiably or not, the Company as a debtor, customer, supplier or business partner. In the event that the Company was unable to achieve its stated sustainability targets, goals and commitments or if its sustainability statements were challenged as erroneous, inaccurate or incomplete, whether justified or not, the Company could sustain damage to its reputation and expose itself to litigation and liability. Evolving standards and regulations related to climate change, sustainability and ESG reporting may also result in additional compliance costs, impose strain on its human capital resources, and expose the Company to a new type of credit risk.

The Company could be required to curtail production, shut down machine or facilities, restructure operations or dispose of facilities or business.

The Company is continuously seeking the most cost-effective means and structure to serve its customers and to respond to changes in its markets and declining demand for some of its products or to address productivity issues. Accordingly, from time to time, the Company has, and is likely to again curtail production, indefinitely or permanently shut-down machines or facilities, sell non-core assets and otherwise restructure operations to improve competitiveness and profitability. As a result, restructuring and divestiture costs have been, and are expected to be, a recurring component of the Company's operating expenses, and may vary significantly from year to year depending on the scope of such activities. Divestitures and restructuring 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 its 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 their goals, and if the Company cannot successfully manage the associated risks, its financial condition and results of operations could be adversely affected.

If the Company is unable to offer products certified to globally recognized forestry management and chain of custody standards or meet customers’ product specifications, it could adversely affect the Company's ability to compete.

Based on market interest, the Company offers a number of its products, including pulp and paper, wood and tissue, with specific designations to one or more globally recognized forest management and chain of custody standards as well as product specifications to meet customers’ requirements. The Company's ability to conform to new or existing guidelines for certification depends on a number of factors, many of which are beyond its control, such as: changes to the standards or the interpretation or the application of the standards; the collaboration of its suppliers in timely sharing product information; the adequacy of government-implemented conservation measures; and the existence of territorial disputes between Indigenous peoples and governments. If the Company is unable to offer

certified products, for which demand is growing, or to meet commitments to supply certified products or meet the product specifications of its customers, it could adversely affect the marketability of the Company's products and its ability to compete with other producers.

Negative publicity, even if unjustified, could have a negative impact on the Company’s brands and the marketability of its products.

While the Company believes that it has established a reputation for transparent communications, social and corporate governance, responsible forestry practices, and overall sustainability leadership, negative publicity, whether or not justified, relating to its operations and its business or to its industry, could tarnish the Company's reputation or reduce the value of its brands and market demand for its products. In addition, the actions of activists, including legislative initiatives or other campaigns affecting boreal- sourced forest products, whether justified or not, could impede or delay the Company's ability to access raw materials or obtain third-party certifications with respect to forest management and chain of custody standards that the Company seeks in order to supply certified products to its customers. Activist campaigns could affect the Company's revenues and require the Company to incur significant expenses and dedicate substantial resources to defend itself, rebuild its reputation, and restore the value of its brands.

The Company is currently transitioning from certain legacy system applications, and during the transition, such legacy systems may be more vulnerable to attack or failure and implementation of the transition may cause disruptions to the Company's business IT systems.

The Company is currently in the process of replacing certain legacy system applications with an integrated business management software platform. Prior to the completion of this upgrading process, the Company may not have supplier or third-party support for legacy systems in the event of failure or required updates, and such legacy systems may be more vulnerable to breakdown, malicious intrusion, and random attack. The Company may also experience difficulties maintaining or replacing the hardware infrastructure required to operate these legacy systems. Such legacy systems, if not properly functioning prior to their replacement, could adversely affect the Company's business.

During the process of replacing legacy systems, the Company could experience disruptions to its business IT systems and normal operating processes because of the projects’ complexity. The potential adverse consequences could include delays, loss of information, decreased management reporting capabilities, damage to the Company's ability to process transactions, harm to its control environment, diminished employee productivity, business interruptions, and unanticipated increases in costs. Further, the Company's ability to achieve anticipated operational benefits from new platforms is not assured.

Legal and 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 U.S. and Canada, relating to pollution and the protection of the environment and natural resources as well as several requirements stipulated in its facilities’ permits, including those governing air emissions, greenhouse gases and climate change, water usage, wastewater discharges, harvesting, silvicultural activities, storage, management and disposal of hazardous substances and wastes, the investigation and cleanup of contaminated sites, landfill and wastewater treatment system operation and closure obligations, forest management and operations, endangered species and their habitat, health and safety matters, carbon pricing and climate change. In particular, the pulp and paper industry in the U.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 could also incur substantial costs, such as civil, administrative 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 also be liable under health and safety laws for related exposure of employees, contractors and other persons to substances and waste on or from its current or former properties or injuries, including 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, or interpretation thereof, might require significant expenditures. For additional information, refer to Item 1, Financial Statements and Supplementary Data, under Note 13 “Commitments and Contingencies”. The Company may be unable to generate funds or other sources of liquidity and capital to fund environmental liabilities or expenditures.

The Company is subject to a wide variety of laws, regulations and other government requirements that may change in significant ways, and the cost of compliance or failure to comply, could have a material adverse effect on its business, financial results or condition.

In addition to environmental laws, the Company’s business and operations are subject to a broad range of regulation under a wide variety of U.S. federal and state and Canadian laws, regulations and other government requirements, including among others, those relating to antitrust and competition laws, financial reporting and disclosure obligations, custom and trade, timber and water rights, occupational health and safety laws, data privacy, pension, benefit plans, labor and employment laws, the manufacture and sale of consumer products, including product safety and liability, the environment, and Indigenous peoples, among others. Many of these laws and regulations are complex and subject to evolving and differing interpretation. Compliance with these laws and regulations, including changes to them or their interpretations or enforcement, or introduction of new laws and regulations, has required in the past, and could require in the future, substantial expenditures by the Company and adversely affect its results of operations. In addition, noncompliance with laws and regulations could significantly damage and require the Company to spend substantial amounts of money to rebuild its reputation which may have a material adverse effect on the Company’s financial position, results of operations or cash flows.

The Company's ability to comply with these laws and regulations often depends, at least in part, on compliance by independent third parties, such as contractors and agents it retains to provide services. For example, its compliance with customs requirements for international shipments depends in part on compliance by its customs brokers, sureties, transportation companies, and external advisors, in addition to its own employees and consultants, and the Company could be liable for noncompliance by any of them, even if inadvertent. Failure to comply with laws and regulations can also be the result of unintended consequences, such as unforeseen consequences of information technology modifications, upgrades, or replacements. Although the Company strives to comply with laws and regulations applicable, no company can assure that it will successfully prevent, detect, or remediate all potential instances of non-compliance, and any failure to do so could be material, require substantial expenditures, and adversely affect its results of operations.

For additional information, refer to Item 1, Financial Statements and Supplementary Data, under Note 14 “Commitments and Contingencies.”

Products the Company produces in one country and export to another may become subject to additional duties or other international trade remedies or restrictions.

The Company produces products in the U.S. and Canada and sells products worldwide. Under trade and investment treaties and domestic trade laws, custom duties (also called tariffs) can be imposed by national governments where imports are “dumped” or “subsidized” and such imports cause material injury, or an imminent threat of injury, to a domestic industry. International trade laws also generally provide that national governments can adopt countervailing measures, including countervailing duties, regarding imported products that are subsidized through foreign government programs under certain circumstances. A trade remedy investigation or proceeding may involve allegations of either dumping, subsidization, or both, which are generally initiated at the request of local producers. Where injurious dumping is found, the trade remedy is typically an anti-dumping duty order. Where injurious subsidization is found, the trade remedy is typically a countervailing duty order. In principle, a tariff equal to the amount of dumping or subsidization, as applicable, should be imposed on the importer of the product. Tariffs can be legally challenged before local or international review bodies, but national governments will generally continue levying deposits on estimated customs duties during the pendency of such review proceedings, which can span over many years. Legal rules applicable to tariffs could also be modulated should certain national governments amend their legislation or withdraw from international treaties on tariffs or should such international treaties be renegotiated or terminated. The imposition of additional customs duties or deposit requirements in respect of estimated duties on one or more of the Company's products could materially affect its cash flow, and the competitive position of its operations relating to the affected product.

In addition, national governments could also impose non-tariff measures to restrict the import of some or all of the Company's imported products, such as quotas, tariff-rate quotas, import bans, licensing regimes, price bands or targeted domestic taxes. While such non-tariff measures could be legally challenged under existing trade treaties, non-tariff measures adopted by any country where the Company sells its products internationally could materially affect its cash flow, and the competitive position of its operations relating to the affected products.

The Company is subject to countervailing and anti-dumping duty orders on the vast majority of its U.S. imports of softwood lumber products produced at is Canadian sawmills, which could materially affect its results of operations and cash flows.

Most of the Company's U.S. imports of softwood lumber products produced in Canada are subject to orders requiring the Company to pay cash deposits to U.S. Customs for estimated countervailing and anti-dumping duties. These cash deposit requirements are the result of petitions filed, shortly after the 2006 Softwood Lumber Agreement expired in October 2015, by U.S. softwood lumber products producers and forest landowners with Commerce and the U.S. International Trade Commission.

All countervailing and anti-dumping duty orders issued by the U.S. Department of Commerce (“Commerce”) in the present softwood lumber dispute have been appealed before a binational review panel established under the North American Free Trade Agreement and its successor, the United States-Mexico-Canada Agreement (or, the “USMCA”). Deposits paid to U.S. Customs in the present dispute will not be converted into actual duties unless and until appeals have been exhausted.

The Company’s recently acquired subsidiary, Resolute Forest Products Inc., have been required to pay cash deposits for estimated countervailing duties and anti-dumping duties on most of its U.S. imports of softwood lumber products produced at its Canadian sawmills, since April 28, 2017, and June 30, 2017, respectively. Subsequently, Commerce maintained cash deposits at varying rates as a result of annual administrative reviews; following the initial investigation, there were four administrative reviews and could remain subject to further administrative reviews for years to come. As of September 30, 2023, the rates for estimated countervailing and anti-dumping duties applicable to the Company's U.S. imports of softwood lumber products were 1.79% and 6.26%, respectively and cumulatively. These rates will apply until Commerce sets new duty rates in subsequent administrative reviews, or until new rates are set on appeal through a remand determination by the binational review panel established under the USMCA.

The Company cannot provide any assurance regarding the estimated or final duty rates that may be determined by Commerce in its future administrative reviews. During any period in which the Company's U.S. imports of softwood lumber products from its Canadian sawmills are subject to countervailing or anti-dumping cash deposit requirements or duty requirements, its cash flows and the competitive position of those products and its related Canadian operations could be materially affected.

The Company is and may become a party to a number of legal proceedings, claims, governmental inquiries, investigations, and other disputes, and adverse judgments could have a material adverse effect on its financial condition.

The Company may become involved in various legal proceedings, claims, governmental inquiries, investigations, and other disputes in the normal course of business. These could include, for example, matters related to contracts, transactions, commercial and trade disputes, taxes, environmental and climate change issues, activist’s claims for damages, employment and workers’ compensation claims, grievances, human rights complaints, pension and benefit plans and obligations, health and safety, product safety and liability, asbestos exposure, intellectual property, financial reporting and disclosure obligations, corporate governance, Indigenous peoples’ claims, antitrust, governmental regulations, and other matters. Although the outcome of these matters is subject to many variables and cannot be predicted with any degree of certainty, the Company regularly assesses the status of the matters and establishes provisions (including legal costs expected to be incurred) when it believes an adverse outcome is probable, and the amount can be reasonably estimated. Legal proceedings that the Company believes could have a material adverse effect if not resolved in its favor, or that the Company believes to be significant, are discussed in Item 1, Note 14 “Commitments and Contingencies” of this Quarterly Report on Form 10-Q. However, the Company's reports do not disclose or discuss all matters of which it is aware. If the Company assessment of the probable outcome or materiality of a matter is not correct, the Company may not have made adequate provision for such loss and its financial condition, cash flows, or results of operations could be adversely impacted.

Some matters that the Company may be involved in from time-to-time result from claims brought by us against third parties, including customers, suppliers, governments or governmental agencies, activists and others. Even if such a matter does not involve a claim for damages or other penalty or remedial action against us, such a matter could nevertheless adversely affect its relationships with those and other third parties.

Financial Risks

The Company may incur substantially more debt. This could increase risks associated with its leverage.

Net indebtedness, consisting of bank indebtedness, long-term debt and due to related party, net of cash and cash equivalents and restricted cash, was $2,164 million as of September 30, 2023 compared to $1,278 million as of December 31, 2022. The increase in the Company net indebtedness is mainly as a result of the Resolute and SPI Acquisition. The Company may incur substantial additional indebtedness in the future. Although the Company’s debt agreements contain restrictions on the incurrence of additional secured and unsecured 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 1, Note 11 “Long-term debt”, of this Quarterly Report on Form 10-Q for more details.

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, comply with environmental laws and innovate to remain competitive.

If the Company’s available cash resources and cash generated from operations are not sufficient to fund its operating needs, make pension contributions, and finance its working capital, capital expenditures, and duty cash deposits, 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’s ability to generate the significant amount of cash needed to pay interest and principal on the Company’s secured and unsecured long-term indebtedness 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.

Net indebtedness, consisting of bank indebtedness, long-term debt and due to from related party, net of cash and cash equivalents and restricted cash, was $2,164 million as of September 30, 2023 compared to $1,278 million as of December 31, 2022. The increase in our net indebtedness is mainly as a result of the Resolute Acquisition. The Company’s ability to make payments on and refinance its debt, including the Company’s secured and unsecured long-term notes, its First Lien Term Loan Facility and Farm Credit Term Loan and amounts borrowed under its ABL Revolving Credit Facility, 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 ABL Revolving Credit Facility or otherwise in amounts sufficient to enable the Company to service its indebtedness, including the Company’s secured and unsecured long-term notes, its First Lien Term Loan Facility and Farm Credit Term Loan and borrowings, if any, under its ABL Revolving Credit Facility 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 secured and unsecured long-term notes, the First Lien Term Loan Facility, Farm Credit Term Loan and the ABL 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 is subject to the potential loss of important customers or a significant change in customer relationships or in customer demand for its products, as well as accounts receivable credit risk exposure, which 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. Losing important customers, decrease demand for its products from an important customer or increases in accounts receivable credit risk exposure due to financial difficulties of its customers, could materially adversely affect the Company’s business, financial condition or results of operations.

An increase in interest rates could have a material adverse effect on the Company's business.

Borrowings under the Company's ABL Revolving Credit Facility and under its First Lien Term Loan and Farm Credit Term Loan bear interest at rates that are calculated based on SOFR or a base rate plus, in each case, an applicable margin. As a result, the Company is exposed to risks associated with an increase in interest rates, including if the U.S. Federal Reserve raises its benchmark interest rate. The Company may utilize derivative financial instruments, such as interest rate swaps, to manage its interest rate risk. There can be no assurance, however, that increases in interest rates will not adversely affect the Company's business, financial position and results of operations by causing an increase in interest expense. Significantly higher interest rates may also, among other things, reduce the availability and increase the cost of obtaining new debt and refinancing existing indebtedness.

The Company has liabilities with respect to its pension plans and the actual cost of its pension plan obligations could exceed current provisions.

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, over a period of time ranging from 5 to 15 years, 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. The Company also has significant liabilities related to unfunded plans which are also subject to the future performance of the assets set aside in trusts for these plans and their underlying actuarial assumptions.

It is also possible that regulators, including Canadian provincial pension regulators, could attempt to compel additional funding of certain of the Company's pension plans, including its Canadian registered pension plans, in respect of plan members associated with sites it formerly operated. On June 12, 2012, one of our subsidiaries filed a motion for directives with the Quebec Superior Court, the court with jurisdiction in the creditor protection proceedings under the Companies’ Creditors Arrangement Act (Canada) (or, the “CCAA Creditor Protection Proceedings”), seeking an order to prevent pension regulators in each of Quebec, New Brunswick, and Newfoundland and Labrador from declaring partial wind-ups of pension plans relating to employees of former operations in New Brunswick, and Newfoundland and Labrador, or a declaration that any claim for accelerated reimbursements of deficits arising from a partial wind-up is a barred claim under the CCAA Creditor Protection Proceedings. A partial wind-up would likely shorten the period in which any deficit, which could reach up to $111 million ($CDN150 million), within those plans, would have to be funded if the Company does not obtain the relief sought. At this time, the Company cannot estimate the additional contributions, if any, that may be required in future years, but they could be material.

The Company may be subject to losses that might not be covered in whole or in part by its insurance coverage.

The Company maintains property, business interruption, credit, general liability, casualty, and other types of insurance, including environmental liability, that the Company believes are in accordance with customary industry practices, but the Company is not fully insured against all potential hazards inherent in its business, including losses resulting from human error, natural disasters, war risks, or terrorist acts. As is typical in the industry, the Company also does not maintain insurance for any loss to its access to standing timber from natural disasters, regulatory changes, or other causes. Changes in insurance market conditions, including the impact of climate change on the insurance industry, have caused, and may in the future cause, premiums and deductibles for certain insurance policies to increase substantially and in some instances, for certain insurance to become unavailable or available only for reduced amounts of coverage. If the Company were to incur a significant liability for which it was not fully insured, or at all, the Company might not be able to finance the amount of the uninsured liability on terms acceptable to the Company or at all, and might be obligated to divert a significant portion, or all, of its cash flow from normal business operations.

Market Risks

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. Because the markets for the Company’s products are highly competitive, actions by competitors can affect the Company's ability to compete and the volatility of prices at which its products are sold. For example, favorable market price conditions of wood, pulp or paper products could attract investments from competitors, including the reopening of plants in markets where the Company competes, which in turn could have an impact on the Company's sales, results of operations and cash flows.

The Company’s ability to maintain satisfactory margins depends largely on its ability to control its costs. The Company's 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 which could have a material adverse effect on its business and results of operations.

Conditions in the global geopolitical 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 geopolitical issues or crises in individual countries or regions, including sovereign risk related to a default by or deterioration in the credit worthiness of local governments, change in the terms of, or countries that are parties to, bilateral and multi-lateral trade agreements and arrangements, limitation on the ability of potential customers to import products or obtain foreign currency for payment of imported products and political and economic instability, including pandemics, significant civil unrest, acts of war or terrorist activities, or unstable or unpredictable governments in countries in which the Company operates or trades.

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. The Company sells its products mainly in transactions denominated in U.S. dollars, but it also sells in certain local currencies, including the Canadian dollar, the euro, and the pound sterling. Certain assets and liabilities, including a substantial portion of the Company net pension and other postretirement benefit obligations and its deferred income tax assets, are denominated in currencies other than the U.S. dollar and are exposed to foreign currency movements. 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 is subject to a number of risks and uncertainties related to pandemics, including the COVID-19 pandemic, its resulting variants, illnesses, and related impacts, the nature, intensity and duration of which are uncertain and difficult to predict.

The COVID-19 pandemic, including related governmental responses and economic impacts, market disruptions and changes in consumer habits, has heightened the risks and uncertainties described in the risk factors, and should be read in conjunction therewith. The outbreak of future pandemics is difficult to predict and could have similar or greater impacts.

The Company’s financial results could be affected by changes in U.S. and foreign tax laws or in the mix of its U.S. and foreign earnings, as well as adjustments to its 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 its provision and accruals for these taxes. International 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 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 Company’s financial results.

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. 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 the Company’s transactions, it could also adversely affect its financial results.

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 U.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 U.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 U.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.

Difficulties in the Company's employees’ relations or difficulties identifying, attracting, and retaining employees for work, could lead to operational disruptions or increase costs.

The success of the Company is substantially dependent, in part, on maintaining good relations with its employees and minimizing employee turnover and 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. Work stoppages, excessive employee turnover, or difficulty in attracting and retaining employees, particularly for work in remote locations and certain positions with specialized skill sets, could lead to operational disruptions or increased costs. 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. In addition, as experienced workers retire, the Company could encounter loss of knowledge and specialized skills sets, which could lead to operational disruptions or increased costs. 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.

The Company's operations could be adversely affected by disruptions to its Information Technology (IT) Services.

The Company’s IT 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 failure of the 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 and 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 its internal control over financial reporting could be negatively impacted. Additionally, the regulatory environment surrounding information security data privacy and data protection is becoming increasingly restrictive and is evolving frequently.

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. Cybersecurity and privacy related incidents and vulnerabilities may remain undetected for an extended period of time. 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, none of which, to the Company's knowledge, have had a material impact on its business information systems or operations. 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. Recent developments in cybersecurity and privacy legislation in different jurisdictions are imposing additional obligations on the Company and could expand its potential liability in the event of a cybersecurity or privacy incident.

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

As of ~~September~~March 3031, ~~2023~~2024, there are no publicly traded common shares of Domtar Corporation.

ITEM 3. DEFAULT UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

OnNot ~~August 1, 2023, the Company and its wholly-owned subsidiaries Domtar Inc~~applicable. and Domtar Paper Company, LLC completed the previously announced sale of the Dryden pulp mill and related assets to Dryden Fibre North America, LLC and Dryden Fibre Canada ULC, subsidiaries of First Quality Enterprises, LLC, for a purchase price of $186 million, subject to customary adjustments. The description of the transaction does not purport to be complete and is qualified in its entirety by reference to the Asset Purchase Agreement by and among the Company, Domtar Inc., Domtar Paper Company, LLC and First Quality Enterprises, LLC (formerly known as First Quality Enterprises, Inc.), dated as of February 26, 2023. The Asset Purchase Agreement was filed as Exhibit 2.1to the Company’s Current Report on Form 8-K filed on February 28, 2023, the contents of which are incorporated herein by reference.

On August 1, 2023, the Company, through its wholly-owned subsidiary Resolute FP Canada Inc. (“Resolute FP”), completed the previously announced sale of the Thunder Bay pulp and paper mill and related assets to Thunder Bay Pulp and Paper Inc, an affiliate of Atlas Holdings LLC for a purchase price of $231 million, subject to customary adjustments. The description of the transaction does not purport to be complete and is qualified in its entirety by reference to the Asset Purchase Agreement by and among Resolute FP and the Purchaser, dated as of May 26, 2023. The Asset Purchase Agreement is being filed as Exhibit 2.1 to this Quarterly Report on Form 10-Q. 54

ITEM 6. EXHIBITS

ExhibitNumber	Exhibit Description	Form	Exhibit	Filing Date
31.1	Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document – 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 With Embedded Linkbases Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase

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

6955

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.

DOMTAR CORPORATION
Date: November 2, 2023
Date: May 2, 2024
By:	/s/ Joseph Ragan
	Joseph Ragan
	Chief Financial Officer (Principal Accounting Officer and Duly Authorized Officer)

7056

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