0001393066December 312020DENYSEFYFALSEus-gaap:ProductMember us-gaap:ShippingAndHandlingMemberP6YP6YP5Yus-gaap:LongTermDebtAndCapitalLeaseObligationsCurrentus-gaap:LongTermDebtAndCapitalLeaseObligations00013930662020-01-012020-12-31iso4217:USD00013930662020-06-30xbrli:shares00013930662021-01-290001393066exch:XNYS2020-01-012020-12-3100013930662019-01-012019-12-3100013930662018-01-012018-12-310001393066us-gaap:ProductMember2020-01-012020-12-310001393066us-gaap:ProductMember2019-01-012019-12-310001393066us-gaap:ProductMember2018-01-012018-12-310001393066us-gaap:ShippingAndHandlingMember2020-01-012020-12-310001393066us-gaap:ShippingAndHandlingMember2019-01-012019-12-310001393066us-gaap:ShippingAndHandlingMember2018-01-012018-12-31iso4217:USDxbrli:shares00013930662020-12-3100013930662019-12-310001393066us-gaap:CommonStockMember2017-12-310001393066us-gaap:AdditionalPaidInCapitalMember2017-12-310001393066us-gaap:RetainedEarningsMember2017-12-310001393066us-gaap:AccumulatedOtherComprehensiveIncomeMember2017-12-310001393066us-gaap:TreasuryStockMember2017-12-310001393066us-gaap:NoncontrollingInterestMember2017-12-3100013930662017-12-310001393066us-gaap:AdditionalPaidInCapitalMember2018-01-012018-12-310001393066us-gaap:RetainedEarningsMember2018-01-012018-12-310001393066us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-01-012018-12-310001393066us-gaap:CommonStockMember2018-01-012018-12-310001393066us-gaap:CommonStockMember2018-12-310001393066us-gaap:AdditionalPaidInCapitalMember2018-12-310001393066us-gaap:RetainedEarningsMember2018-12-310001393066us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-12-310001393066us-gaap:TreasuryStockMember2018-12-310001393066us-gaap:NoncontrollingInterestMember2018-12-3100013930662018-12-310001393066us-gaap:RetainedEarningsMember2019-01-012019-12-310001393066us-gaap:TreasuryStockMember2019-01-012019-12-310001393066us-gaap:CommonStockMember2019-01-012019-12-310001393066us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-01-012019-12-310001393066us-gaap:CommonStockMember2019-12-310001393066us-gaap:AdditionalPaidInCapitalMember2019-12-310001393066us-gaap:RetainedEarningsMember2019-12-310001393066us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-310001393066us-gaap:TreasuryStockMember2019-12-310001393066us-gaap:NoncontrollingInterestMember2019-12-310001393066us-gaap:AdditionalPaidInCapitalMember2020-01-012020-12-310001393066us-gaap:RetainedEarningsMember2020-01-012020-12-310001393066us-gaap:TreasuryStockMember2020-01-012020-12-310001393066us-gaap:CommonStockMember2020-01-012020-12-310001393066us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-01-012020-12-310001393066us-gaap:CommonStockMember2020-12-310001393066us-gaap:AdditionalPaidInCapitalMember2020-12-310001393066us-gaap:RetainedEarningsMember2020-12-310001393066us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310001393066us-gaap:TreasuryStockMember2020-12-310001393066us-gaap:NoncontrollingInterestMember2020-12-31rfp:countryrfp:sitexbrli:pure0001393066rfp:ForestProductsMauricieLimitedPartnershipMember2020-12-310001393066rfp:ForestProductsMauricieLimitedPartnershipMemberrfp:CooprativeForestireDuHautSaintMauriceMember2020-12-310001393066rfp:USSawmillBusinessMember2020-02-012020-02-010001393066rfp:USSawmillBusinessMember2020-02-010001393066rfp:USSawmillBusinessMember2020-02-012020-12-310001393066rfp:USSawmillBusinessMember2020-01-012020-12-310001393066rfp:USSawmillBusinessMember2019-01-012019-12-31iso4217:CAD0001393066rfp:PaperMillAtAmosMember2020-01-012020-12-310001393066rfp:PaperMillAtBaieComeauMember2020-01-012020-12-310001393066us-gaap:OtherRestructuringMember2020-01-012020-12-310001393066rfp:PaperMillAtAugustaMember2019-01-012019-12-310001393066rfp:AtlasInc.Member2018-01-012018-12-310001393066us-gaap:MeasurementInputDiscountRateMember2018-12-310001393066us-gaap:DisposalGroupHeldForSaleOrDisposedOfBySaleNotDiscontinuedOperationsMember2020-01-012020-12-310001393066rfp:PaperMillAtAugustaMemberus-gaap:DisposalGroupHeldForSaleOrDisposedOfBySaleNotDiscontinuedOperationsMember2020-01-012020-12-310001393066rfp:PaperMillAtThoroldMemberus-gaap:DisposalGroupHeldForSaleOrDisposedOfBySaleNotDiscontinuedOperationsMember2020-01-012020-12-310001393066us-gaap:DisposalGroupHeldForSaleOrDisposedOfBySaleNotDiscontinuedOperationsMember2018-01-012018-12-310001393066rfp:PaperandPulpMillinCatawbaSouthCarolinaMemberus-gaap:DisposalGroupHeldForSaleOrDisposedOfBySaleNotDiscontinuedOperationsMember2018-01-012018-12-310001393066rfp:RecycledBleachedKraftPulpMillinFairmontWestVirginiaMemberus-gaap:DisposalGroupHeldForSaleOrDisposedOfBySaleNotDiscontinuedOperationsMember2018-01-012018-12-310001393066us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMember2017-12-310001393066us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember2017-12-310001393066us-gaap:AccumulatedTranslationAdjustmentMember2017-12-310001393066us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMember2018-01-012018-12-310001393066us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember2018-01-012018-12-310001393066us-gaap:AccumulatedTranslationAdjustmentMember2018-01-012018-12-310001393066us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMember2018-12-310001393066us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember2018-12-310001393066us-gaap:AccumulatedTranslationAdjustmentMember2018-12-310001393066us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMember2019-01-012019-12-310001393066us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember2019-01-012019-12-310001393066us-gaap:AccumulatedTranslationAdjustmentMember2019-01-012019-12-310001393066us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMember2019-12-310001393066us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember2019-12-310001393066us-gaap:AccumulatedTranslationAdjustmentMember2019-12-310001393066us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMember2020-01-012020-12-310001393066us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember2020-01-012020-12-310001393066us-gaap:AccumulatedTranslationAdjustmentMember2020-01-012020-12-310001393066us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMember2020-12-310001393066us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember2020-12-310001393066us-gaap:AccumulatedTranslationAdjustmentMember2020-12-310001393066us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberrfp:NonOperatingPensionAndOtherPostretirementBenefitsCreditsMember2020-01-012020-12-310001393066us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberrfp:NonOperatingPensionAndOtherPostretirementBenefitsCreditsMember2019-01-012019-12-310001393066us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberrfp:NonOperatingPensionAndOtherPostretirementBenefitsCreditsMember2018-01-012018-12-310001393066rfp:NetGainLossOnDispositionOfAssetsMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2020-01-012020-12-310001393066rfp:NetGainLossOnDispositionOfAssetsMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2019-01-012019-12-310001393066rfp:NetGainLossOnDispositionOfAssetsMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2018-01-012018-12-310001393066us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2020-01-012020-12-310001393066us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2019-01-012019-12-310001393066us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2018-01-012018-12-310001393066us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberrfp:NonOperatingPensionAndOtherPostretirementBenefitsCreditsMember2020-01-012020-12-310001393066us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberrfp:NonOperatingPensionAndOtherPostretirementBenefitsCreditsMember2019-01-012019-12-310001393066us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberrfp:NonOperatingPensionAndOtherPostretirementBenefitsCreditsMember2018-01-012018-12-310001393066us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMemberrfp:NetGainLossOnDispositionOfAssetsMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2020-01-012020-12-310001393066us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMemberrfp:NetGainLossOnDispositionOfAssetsMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2019-01-012019-12-310001393066us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMemberrfp:NetGainLossOnDispositionOfAssetsMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2018-01-012018-12-310001393066us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2020-01-012020-12-310001393066us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2019-01-012019-12-310001393066us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2018-01-012018-12-310001393066us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2020-01-012020-12-310001393066us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2019-01-012019-12-310001393066us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2018-01-012018-12-310001393066us-gaap:EmployeeStockOptionMember2020-01-012020-12-310001393066us-gaap:EmployeeStockOptionMember2019-01-012019-12-310001393066us-gaap:EmployeeStockOptionMember2018-01-012018-12-310001393066rfp:RestrictedStockUnitsDeferredStockUnitsandPerformanceStockUnitsMember2020-01-012020-12-310001393066rfp:RestrictedStockUnitsDeferredStockUnitsandPerformanceStockUnitsMember2019-01-012019-12-310001393066rfp:RestrictedStockUnitsDeferredStockUnitsandPerformanceStockUnitsMember2018-01-012018-12-310001393066us-gaap:LandAndLandImprovementsMembersrt:MinimumMember2020-01-012020-12-310001393066srt:MaximumMemberus-gaap:LandAndLandImprovementsMember2020-01-012020-12-310001393066us-gaap:LandAndLandImprovementsMember2020-12-310001393066us-gaap:LandAndLandImprovementsMember2019-12-310001393066us-gaap:BuildingMembersrt:MinimumMember2020-01-012020-12-310001393066srt:MaximumMemberus-gaap:BuildingMember2020-01-012020-12-310001393066us-gaap:BuildingMember2020-12-310001393066us-gaap:BuildingMember2019-12-310001393066srt:MinimumMemberus-gaap:MachineryAndEquipmentMember2020-01-012020-12-310001393066srt:MaximumMemberus-gaap:MachineryAndEquipmentMember2020-01-012020-12-310001393066us-gaap:MachineryAndEquipmentMember2020-12-310001393066us-gaap:MachineryAndEquipmentMember2019-12-310001393066us-gaap:ElectricGenerationTransmissionAndDistributionEquipmentMembersrt:MinimumMember2020-01-012020-12-310001393066srt:MaximumMemberus-gaap:ElectricGenerationTransmissionAndDistributionEquipmentMember2020-01-012020-12-310001393066us-gaap:ElectricGenerationTransmissionAndDistributionEquipmentMember2020-12-310001393066us-gaap:ElectricGenerationTransmissionAndDistributionEquipmentMember2019-12-310001393066us-gaap:TimberPropertiesMembersrt:MinimumMember2020-01-012020-12-310001393066us-gaap:TimberPropertiesMembersrt:MaximumMember2020-01-012020-12-310001393066us-gaap:TimberPropertiesMember2020-12-310001393066us-gaap:TimberPropertiesMember2019-12-310001393066us-gaap:ConstructionInProgressMember2020-12-310001393066us-gaap:ConstructionInProgressMember2019-12-310001393066us-gaap:SoftwareDevelopmentMember2020-12-310001393066us-gaap:SoftwareDevelopmentMember2019-12-310001393066us-gaap:UseRightsMembersrt:MinimumMember2020-01-012020-12-310001393066srt:MaximumMemberus-gaap:UseRightsMember2020-01-012020-12-310001393066us-gaap:UseRightsMember2020-12-310001393066us-gaap:UseRightsMember2019-12-310001393066us-gaap:ContractualRightsMembersrt:MinimumMember2020-01-012020-12-310001393066srt:MaximumMemberus-gaap:ContractualRightsMember2020-01-012020-12-310001393066us-gaap:ContractualRightsMember2020-12-310001393066us-gaap:ContractualRightsMember2019-12-310001393066us-gaap:CustomerRelationshipsMember2020-01-012020-12-310001393066us-gaap:CustomerRelationshipsMember2020-12-310001393066us-gaap:CustomerRelationshipsMember2019-12-310001393066us-gaap:OtherIntangibleAssetsMember2020-12-310001393066us-gaap:OtherIntangibleAssetsMember2019-12-310001393066srt:MinimumMember2020-12-310001393066srt:MaximumMember2020-12-310001393066rfp:SeniorNotesDueTwoThousandTwentyThreeMemberus-gaap:SeniorNotesMember2013-05-080001393066rfp:SeniorNotesDueTwoThousandTwentyThreeMemberus-gaap:SeniorNotesMember2020-12-310001393066rfp:SeniorNotesDueTwoThousandTwentyThreeMemberus-gaap:SeniorNotesMember2019-12-310001393066rfp:TermLoansDue2030Memberus-gaap:SecuredDebtMember2020-12-310001393066rfp:TermLoansDue2030Memberus-gaap:SecuredDebtMember2019-12-310001393066rfp:SeniorNotesDueTwoThousandTwentyThreeMemberus-gaap:SeniorNotesMember2013-05-082013-05-080001393066rfp:SeniorNotesDueTwoThousandTwentyThreeMemberus-gaap:SeniorNotesMember2019-01-030001393066rfp:SeniorNotesDueTwoThousandTwentyThreeMemberus-gaap:SeniorNotesMember2019-01-012019-12-310001393066rfp:SeniorNotesDueTwoThousandTwentyThreeMemberus-gaap:SeniorNotesMemberrfp:RedemptionIncludingAccruedAndUnpaidInterestUponAChangeOfControlMember2020-01-012020-12-310001393066rfp:SeniorNotesDueTwoThousandTwentyThreeMemberus-gaap:SeniorNotesMemberrfp:RedemptionIncludingAccruedAndUnpaidInterestUsingNetCashProceedsFromAssetSalesMember2020-01-012020-12-310001393066us-gaap:SeniorNotesMemberrfp:SeniorNotesDueTwoThousandTwentySixMemberus-gaap:SubsequentEventMember2021-02-020001393066rfp:SeniorNotesDueTwoThousandTwentyThreeMemberus-gaap:SeniorNotesMemberus-gaap:SubsequentEventMember2021-02-022021-02-020001393066rfp:SeniorSecuredCreditFacilityMember2016-09-070001393066us-gaap:SecuredDebtMemberrfp:SeniorSecuredCreditFacilityMember2016-09-070001393066us-gaap:LineOfCreditMemberrfp:SeniorSecuredCreditFacilityMember2016-09-070001393066rfp:SeniorSecuredCreditFacilityMember2019-10-280001393066us-gaap:SecuredDebtMemberrfp:SeniorSecuredCreditFacilityMember2019-10-280001393066us-gaap:SecuredDebtMemberrfp:SeniorSecuredCreditFacilityMember2019-10-282019-10-280001393066us-gaap:SecuredDebtMemberrfp:SeniorSecuredCreditFacilityMembersrt:MinimumMember2019-10-282019-10-280001393066srt:MaximumMemberus-gaap:SecuredDebtMemberrfp:SeniorSecuredCreditFacilityMember2019-10-282019-10-280001393066us-gaap:LineOfCreditMemberrfp:SeniorSecuredCreditFacilityMember2019-10-282019-10-280001393066us-gaap:LineOfCreditMemberrfp:SeniorSecuredCreditFacilityMember2019-10-280001393066us-gaap:SecuredDebtMemberrfp:TermLoanFacilityMemberrfp:SeniorSecuredCreditFacilityMember2020-03-020001393066us-gaap:SecuredDebtMemberrfp:TermLoanFacilityMemberrfp:SeniorSecuredCreditFacilityMember2020-03-022020-03-020001393066us-gaap:BaseRateMemberrfp:SeniorSecuredCreditFacilityMemberus-gaap:FederalFundsEffectiveSwapRateMember2019-10-282019-10-280001393066us-gaap:LondonInterbankOfferedRateLIBORMemberus-gaap:BaseRateMemberrfp:SeniorSecuredCreditFacilityMember2019-10-282019-10-280001393066us-gaap:BaseRateMemberus-gaap:SecuredDebtMemberrfp:SeniorSecuredCreditFacilityMembersrt:MinimumMember2019-10-282019-10-280001393066srt:MaximumMemberus-gaap:BaseRateMemberus-gaap:SecuredDebtMemberrfp:SeniorSecuredCreditFacilityMember2019-10-282019-10-280001393066us-gaap:SecuredDebtMemberrfp:SeniorSecuredCreditFacilityMembersrt:MinimumMemberus-gaap:LondonInterbankOfferedRateLIBORMember2019-10-282019-10-280001393066srt:MaximumMemberus-gaap:SecuredDebtMemberrfp:SeniorSecuredCreditFacilityMemberus-gaap:LondonInterbankOfferedRateLIBORMember2019-10-282019-10-280001393066us-gaap:LineOfCreditMemberus-gaap:BaseRateMemberrfp:SeniorSecuredCreditFacilityMembersrt:MinimumMember2019-10-282019-10-280001393066srt:MaximumMemberus-gaap:LineOfCreditMemberus-gaap:BaseRateMemberrfp:SeniorSecuredCreditFacilityMember2019-10-282019-10-280001393066us-gaap:LineOfCreditMemberrfp:SeniorSecuredCreditFacilityMembersrt:MinimumMemberus-gaap:LondonInterbankOfferedRateLIBORMember2019-10-282019-10-280001393066srt:MaximumMemberus-gaap:LineOfCreditMemberrfp:SeniorSecuredCreditFacilityMemberus-gaap:LondonInterbankOfferedRateLIBORMember2019-10-282019-10-280001393066us-gaap:LineOfCreditMemberrfp:SeniorSecuredCreditFacilityMembersrt:MinimumMember2019-10-282019-10-280001393066srt:MaximumMemberus-gaap:LineOfCreditMemberrfp:SeniorSecuredCreditFacilityMember2019-10-282019-10-280001393066rfp:SeniorSecuredCreditFacilityMember2019-10-282019-10-28rfp:day0001393066us-gaap:LineOfCreditMemberrfp:SeniorSecuredCreditFacilityMember2020-12-310001393066us-gaap:LineOfCreditMemberrfp:SeniorSecuredCreditFacilityMemberus-gaap:LondonInterbankOfferedRateLIBORMember2019-01-012019-12-310001393066us-gaap:LineOfCreditMemberrfp:SeniorSecuredCreditFacilityMemberus-gaap:LondonInterbankOfferedRateLIBORMember2020-01-012020-12-310001393066us-gaap:RevolvingCreditFacilityMember2019-05-142019-05-140001393066us-gaap:RevolvingCreditFacilityMember2020-12-310001393066us-gaap:RevolvingCreditFacilityMemberrfp:SwinglineMember2020-12-310001393066us-gaap:RevolvingCreditFacilityMemberus-gaap:LetterOfCreditMember2020-12-310001393066us-gaap:RevolvingCreditFacilityMembersrt:MaximumMemberrfp:FIFOFacilityMember2020-12-310001393066us-gaap:RevolvingCreditFacilityMemberus-gaap:LetterOfCreditMember2020-01-012020-12-310001393066us-gaap:RevolvingCreditFacilityMember2020-01-012020-12-310001393066us-gaap:RevolvingCreditFacilityMember2020-01-012020-09-300001393066us-gaap:RevolvingCreditFacilityMemberus-gaap:BaseRateMembersrt:MinimumMember2020-01-012020-12-310001393066us-gaap:RevolvingCreditFacilityMembersrt:MaximumMemberus-gaap:BaseRateMember2020-01-012020-12-310001393066us-gaap:RevolvingCreditFacilityMembersrt:MinimumMemberrfp:CanadianDollarOfferedRateMember2020-01-012020-12-310001393066us-gaap:RevolvingCreditFacilityMembersrt:MinimumMemberus-gaap:LondonInterbankOfferedRateLIBORMember2020-01-012020-12-310001393066us-gaap:RevolvingCreditFacilityMembersrt:MaximumMemberrfp:CanadianDollarOfferedRateMember2020-01-012020-12-310001393066us-gaap:RevolvingCreditFacilityMembersrt:MaximumMemberus-gaap:LondonInterbankOfferedRateLIBORMember2020-01-012020-12-310001393066us-gaap:RevolvingCreditFacilityMembersrt:MaximumMember2020-01-012020-12-310001393066us-gaap:RevolvingCreditFacilityMembersrt:MinimumMember2020-01-012020-12-310001393066us-gaap:RevolvingCreditFacilityMember2019-12-310001393066rfp:LoanFacilityMember2020-11-040001393066rfp:LoanFacilityMember2020-12-310001393066rfp:LoanFacilityMember2020-11-042020-11-040001393066rfp:LoanFacilityMemberrfp:CanadianBankersAcceptanceRateMember2020-11-042020-11-04rfp:draw00013930662020-12-012020-12-310001393066us-gaap:PensionPlansDefinedBenefitMember2019-12-310001393066us-gaap:PensionPlansDefinedBenefitMember2018-12-310001393066us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2019-12-310001393066us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2018-12-310001393066us-gaap:PensionPlansDefinedBenefitMember2020-01-012020-12-310001393066us-gaap:PensionPlansDefinedBenefitMember2019-01-012019-12-310001393066us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2020-01-012020-12-310001393066us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2019-01-012019-12-310001393066us-gaap:PensionPlansDefinedBenefitMember2020-12-310001393066us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2020-12-310001393066us-gaap:PensionPlansDefinedBenefitMember2018-01-012018-12-310001393066us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2018-01-012018-12-310001393066country:US2020-12-310001393066country:CA2020-12-310001393066country:US2019-12-310001393066country:CA2019-12-310001393066us-gaap:DefinedBenefitPlanEquitySecuritiesUsMemberus-gaap:FairValueInputsLevel12And3Member2020-12-310001393066us-gaap:DefinedBenefitPlanEquitySecuritiesUsMemberus-gaap:FairValueInputsLevel1Member2020-12-310001393066us-gaap:DefinedBenefitPlanEquitySecuritiesUsMemberus-gaap:FairValueInputsLevel2Member2020-12-310001393066us-gaap:DefinedBenefitPlanEquitySecuritiesUsMemberus-gaap:FairValueInputsLevel3Member2020-12-310001393066us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMemberus-gaap:FairValueInputsLevel12And3Member2020-12-310001393066us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMemberus-gaap:FairValueInputsLevel1Member2020-12-310001393066us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMemberus-gaap:FairValueInputsLevel2Member2020-12-310001393066us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMemberus-gaap:FairValueInputsLevel3Member2020-12-310001393066rfp:CorporateAndGovernmentDebtSecuritiesMemberus-gaap:FairValueInputsLevel12And3Member2020-12-310001393066rfp:CorporateAndGovernmentDebtSecuritiesMemberus-gaap:FairValueInputsLevel1Member2020-12-310001393066rfp:CorporateAndGovernmentDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Member2020-12-310001393066rfp:CorporateAndGovernmentDebtSecuritiesMemberus-gaap:FairValueInputsLevel3Member2020-12-310001393066us-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueInputsLevel12And3Member2020-12-310001393066us-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueInputsLevel1Member2020-12-310001393066us-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueInputsLevel2Member2020-12-310001393066us-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueInputsLevel3Member2020-12-310001393066us-gaap:DefinedBenefitPlanCashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel12And3Member2020-12-310001393066us-gaap:DefinedBenefitPlanCashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel1Member2020-12-310001393066us-gaap:DefinedBenefitPlanCashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel2Member2020-12-310001393066us-gaap:DefinedBenefitPlanCashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel3Member2020-12-310001393066rfp:DefinedBenefitPlanAccruedInterestDividendsAndPayableMemberus-gaap:FairValueInputsLevel12And3Member2020-12-310001393066rfp:DefinedBenefitPlanAccruedInterestDividendsAndPayableMemberus-gaap:FairValueInputsLevel1Member2020-12-310001393066rfp:DefinedBenefitPlanAccruedInterestDividendsAndPayableMemberus-gaap:FairValueInputsLevel2Member2020-12-310001393066rfp:DefinedBenefitPlanAccruedInterestDividendsAndPayableMemberus-gaap:FairValueInputsLevel3Member2020-12-310001393066us-gaap:FairValueInputsLevel12And3Member2020-12-310001393066us-gaap:FairValueInputsLevel1Member2020-12-310001393066us-gaap:FairValueInputsLevel2Member2020-12-310001393066us-gaap:FairValueInputsLevel3Member2020-12-310001393066us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember2020-12-310001393066us-gaap:DefinedBenefitPlanEquitySecuritiesUsMemberus-gaap:FairValueInputsLevel12And3Member2019-12-310001393066us-gaap:DefinedBenefitPlanEquitySecuritiesUsMemberus-gaap:FairValueInputsLevel1Member2019-12-310001393066us-gaap:DefinedBenefitPlanEquitySecuritiesUsMemberus-gaap:FairValueInputsLevel2Member2019-12-310001393066us-gaap:DefinedBenefitPlanEquitySecuritiesUsMemberus-gaap:FairValueInputsLevel3Member2019-12-310001393066us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMemberus-gaap:FairValueInputsLevel12And3Member2019-12-310001393066us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMemberus-gaap:FairValueInputsLevel1Member2019-12-310001393066us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMemberus-gaap:FairValueInputsLevel2Member2019-12-310001393066us-gaap:DefinedBenefitPlanEquitySecuritiesNonUsMemberus-gaap:FairValueInputsLevel3Member2019-12-310001393066rfp:CorporateAndGovernmentDebtSecuritiesMemberus-gaap:FairValueInputsLevel12And3Member2019-12-310001393066rfp:CorporateAndGovernmentDebtSecuritiesMemberus-gaap:FairValueInputsLevel1Member2019-12-310001393066rfp:CorporateAndGovernmentDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Member2019-12-310001393066rfp:CorporateAndGovernmentDebtSecuritiesMemberus-gaap:FairValueInputsLevel3Member2019-12-310001393066us-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueInputsLevel12And3Member2019-12-310001393066us-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueInputsLevel1Member2019-12-310001393066us-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueInputsLevel2Member2019-12-310001393066us-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueInputsLevel3Member2019-12-310001393066us-gaap:DefinedBenefitPlanCashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel12And3Member2019-12-310001393066us-gaap:DefinedBenefitPlanCashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel1Member2019-12-310001393066us-gaap:DefinedBenefitPlanCashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel2Member2019-12-310001393066us-gaap:DefinedBenefitPlanCashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel3Member2019-12-310001393066rfp:DefinedBenefitPlanInsuranceContractsMemberus-gaap:FairValueInputsLevel12And3Member2019-12-310001393066us-gaap:FairValueInputsLevel1Memberrfp:DefinedBenefitPlanInsuranceContractsMember2019-12-310001393066us-gaap:FairValueInputsLevel2Memberrfp:DefinedBenefitPlanInsuranceContractsMember2019-12-310001393066us-gaap:FairValueInputsLevel3Memberrfp:DefinedBenefitPlanInsuranceContractsMember2019-12-310001393066us-gaap:FairValueInputsLevel12And3Member2019-12-310001393066us-gaap:FairValueInputsLevel1Member2019-12-310001393066us-gaap:FairValueInputsLevel2Member2019-12-310001393066us-gaap:FairValueInputsLevel3Member2019-12-310001393066us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember2019-12-310001393066us-gaap:DefinedBenefitPlanEquitySecuritiesMember2020-12-310001393066us-gaap:DefinedBenefitPlanEquitySecuritiesMembersrt:MinimumMember2020-12-310001393066srt:MaximumMemberus-gaap:DefinedBenefitPlanEquitySecuritiesMember2020-12-310001393066us-gaap:DefinedBenefitPlanDebtSecurityMember2020-12-310001393066us-gaap:DefinedBenefitPlanDebtSecurityMembersrt:MinimumMember2020-12-310001393066srt:MaximumMemberus-gaap:DefinedBenefitPlanDebtSecurityMember2020-12-310001393066srt:MaximumMemberrfp:NearTermLiquidityMember2020-12-310001393066us-gaap:DefinedBenefitPlanEquitySecuritiesMemberrfp:UnitedStatesAndCanadaMember2020-12-310001393066stpr:CA-ON2020-01-012020-12-310001393066us-gaap:DomesticCountryMember2020-12-310001393066rfp:DomesticTaxAuthorityWithnoYearofExpirationMember2020-12-310001393066us-gaap:StateAndLocalJurisdictionMember2020-12-310001393066rfp:StateandLocalJurisdictionWithNoYearofExpirationMember2020-12-310001393066rfp:CanadaFederalAndProvincialExcludingQuebecTaxAuthoritiesMember2020-12-310001393066rfp:QuebecTaxAuthorityMember2020-12-310001393066rfp:OtherJurisdictionsMember2020-12-310001393066rfp:DomesticTaxAuthorityAndStateAndLocalJurisdictionMemberus-gaap:CapitalLossCarryforwardMember2020-12-310001393066rfp:DomesticTaxAuthorityAndStateAndLocalJurisdictionMember2020-12-310001393066rfp:CanadaFederalAndProvincialExcludingQuebecTaxAuthoritiesMemberus-gaap:CapitalLossCarryforwardMember2020-12-310001393066rfp:QuebecTaxAuthorityMemberus-gaap:CapitalLossCarryforwardMember2020-12-310001393066rfp:CanadaFederalAndProvincialExcludingQuebecTaxAuthoritiesMemberus-gaap:ResearchMember2020-12-310001393066rfp:QuebecTaxAuthorityMemberus-gaap:ResearchMember2020-12-310001393066rfp:CanadianTaxAuthorityMemberus-gaap:ResearchMember2020-12-3100013930662017-04-2800013930662017-11-0200013930662020-12-0100013930662018-06-3000013930662020-11-300001393066rfp:SoftwoodLumberDutiesInvestigationsMember2020-01-012020-12-310001393066rfp:FibrekMember2012-07-31iso4217:CADxbrli:shares0001393066rfp:FibrekMember2020-12-310001393066rfp:FibrekMember2020-01-012020-12-310001393066rfp:FibrekMember2020-12-310001393066rfp:FibrekMember2019-12-310001393066rfp:IncentivePlansMember2020-12-3100013930662020-03-020001393066rfp:ResoluteForestProductsEquityIncentivePlanMember2020-12-310001393066rfp:ResoluteForestProducts2019EquityIncentivePlanMember2019-12-310001393066rfp:ResoluteForestProducts2019EquityIncentivePlanMember2020-01-012020-12-310001393066rfp:ResoluteForestProducts2019EquityIncentivePlanMember2020-12-310001393066srt:MinimumMemberrfp:IncentivePlansMember2020-01-012020-12-310001393066rfp:IncentivePlansMember2020-01-012020-12-310001393066rfp:IncentivePlansMember2019-01-012019-12-310001393066rfp:IncentivePlansMember2018-01-012018-12-310001393066us-gaap:EmployeeStockOptionMemberrfp:IncentivePlansMember2020-01-012020-12-310001393066srt:MaximumMemberus-gaap:EmployeeStockOptionMemberrfp:IncentivePlansMember2020-01-012020-12-310001393066us-gaap:EmployeeStockOptionMemberrfp:IncentivePlansMember2019-12-310001393066us-gaap:EmployeeStockOptionMemberrfp:IncentivePlansMember2019-01-012019-12-310001393066us-gaap:EmployeeStockOptionMemberrfp:IncentivePlansMember2020-12-310001393066us-gaap:EmployeeStockOptionMemberrfp:IncentivePlansMember2018-01-012018-12-310001393066rfp:RestrictedStockUnitsandDeferredStockUnitsMemberrfp:IncentivePlansMember2020-01-012020-12-310001393066rfp:RestrictedStockUnitsandDeferredStockUnitsMemberrfp:EmployeesMemberrfp:IncentivePlansMember2020-01-012020-12-310001393066rfp:RestrictedStockUnitsandDeferredStockUnitsMembersrt:DirectorMemberrfp:IncentivePlansMember2020-01-012020-12-310001393066srt:MaximumMemberrfp:RestrictedStockUnitsandDeferredStockUnitsMembersrt:DirectorMemberrfp:IncentivePlansMember2020-01-012020-12-310001393066rfp:RestrictedStockUnitsandDeferredStockUnitsMemberrfp:IncentivePlansMemberrfp:EquitybasedAwardsMember2019-12-310001393066rfp:RestrictedStockUnitsandDeferredStockUnitsMemberrfp:LiabilitybasedAwardsMemberrfp:IncentivePlansMember2019-12-310001393066rfp:RestrictedStockUnitsandDeferredStockUnitsMemberrfp:IncentivePlansMember2019-12-310001393066rfp:RestrictedStockUnitsandDeferredStockUnitsMemberrfp:IncentivePlansMemberrfp:EquitybasedAwardsMember2020-01-012020-12-310001393066rfp:RestrictedStockUnitsandDeferredStockUnitsMemberrfp:LiabilitybasedAwardsMemberrfp:IncentivePlansMember2020-01-012020-12-310001393066rfp:RestrictedStockUnitsandDeferredStockUnitsMemberrfp:IncentivePlansMemberrfp:EquitybasedAwardsMember2020-12-310001393066rfp:RestrictedStockUnitsandDeferredStockUnitsMemberrfp:LiabilitybasedAwardsMemberrfp:IncentivePlansMember2020-12-310001393066rfp:RestrictedStockUnitsandDeferredStockUnitsMemberrfp:IncentivePlansMember2020-12-310001393066rfp:RestrictedStockUnitsandDeferredStockUnitsMembersrt:DirectorMemberrfp:IncentivePlansMemberrfp:EquitybasedAwardsMember2020-01-012020-12-310001393066rfp:RestrictedStockUnitsandDeferredStockUnitsMemberrfp:LiabilitybasedAwardsMembersrt:DirectorMemberrfp:IncentivePlansMember2020-01-012020-12-310001393066rfp:RestrictedStockUnitsandDeferredStockUnitsMemberrfp:IncentivePlansMember2019-01-012019-12-310001393066rfp:RestrictedStockUnitsandDeferredStockUnitsMemberrfp:IncentivePlansMember2018-01-012018-12-310001393066us-gaap:PerformanceSharesMemberrfp:IncentivePlansMember2020-01-012020-12-310001393066srt:MaximumMemberus-gaap:PerformanceSharesMemberrfp:IncentivePlansMember2020-01-012020-12-310001393066us-gaap:PerformanceSharesMember2020-01-012020-12-310001393066us-gaap:PerformanceSharesMember2019-01-012019-12-310001393066us-gaap:PerformanceSharesMember2018-01-012018-12-310001393066us-gaap:PerformanceSharesMemberrfp:IncentivePlansMemberrfp:EquitybasedAwardsMember2019-12-310001393066rfp:LiabilitybasedAwardsMemberus-gaap:PerformanceSharesMemberrfp:IncentivePlansMember2019-12-310001393066us-gaap:PerformanceSharesMemberrfp:IncentivePlansMember2019-12-310001393066us-gaap:PerformanceSharesMemberrfp:IncentivePlansMemberrfp:EquitybasedAwardsMember2020-01-012020-12-310001393066rfp:LiabilitybasedAwardsMemberus-gaap:PerformanceSharesMemberrfp:IncentivePlansMember2020-01-012020-12-310001393066us-gaap:PerformanceSharesMemberrfp:IncentivePlansMemberrfp:EquitybasedAwardsMember2020-12-310001393066rfp:LiabilitybasedAwardsMemberus-gaap:PerformanceSharesMemberrfp:IncentivePlansMember2020-12-310001393066us-gaap:PerformanceSharesMemberrfp:IncentivePlansMember2020-12-310001393066us-gaap:PerformanceSharesMemberrfp:IncentivePlansMember2019-01-012019-12-310001393066us-gaap:PerformanceSharesMemberrfp:IncentivePlansMember2018-01-012018-12-310001393066srt:MinimumMemberrfp:DeferredCompensationPlanMember2020-01-012020-12-310001393066srt:MaximumMemberrfp:DeferredCompensationPlanMember2020-01-012020-12-310001393066rfp:DeferredCompensationPlanMember2020-01-012020-12-310001393066rfp:RestrictedStockUnitsandDeferredStockUnitsMemberrfp:DeferredCompensationPlanMember2020-01-012020-12-310001393066srt:MaximumMemberrfp:RestrictedStockUnitsandDeferredStockUnitsMemberrfp:DeferredCompensationPlanMember2020-01-012020-12-310001393066rfp:DeferredCompensationPlanMember2018-01-012018-12-310001393066rfp:DeferredCompensationPlanMember2019-01-012019-12-310001393066rfp:RestrictedStockUnitsandDeferredStockUnitsMemberrfp:DeferredCompensationPlanMember2020-12-310001393066rfp:RestrictedStockUnitsandDeferredStockUnitsMemberrfp:DeferredCompensationPlanMember2019-12-310001393066rfp:RestrictedStockUnitsandDeferredStockUnitsMemberrfp:DeferredCompensationPlanMember2019-01-012019-12-310001393066rfp:RestrictedStockUnitsandDeferredStockUnitsMemberrfp:DeferredCompensationPlanMember2018-01-012018-12-310001393066us-gaap:OperatingSegmentsMemberrfp:MarketPulpMember2020-01-012020-12-310001393066us-gaap:OperatingSegmentsMemberrfp:TissueProductsMember2020-01-012020-12-310001393066us-gaap:OperatingSegmentsMemberrfp:WoodProductsMember2020-01-012020-12-310001393066us-gaap:OperatingSegmentsMemberrfp:PaperMember2020-01-012020-12-310001393066us-gaap:OperatingSegmentsMember2020-01-012020-12-310001393066us-gaap:CorporateNonSegmentMember2020-01-012020-12-310001393066us-gaap:OperatingSegmentsMemberrfp:MarketPulpMember2019-01-012019-12-310001393066us-gaap:OperatingSegmentsMemberrfp:TissueProductsMember2019-01-012019-12-310001393066us-gaap:OperatingSegmentsMemberrfp:WoodProductsMember2019-01-012019-12-310001393066us-gaap:OperatingSegmentsMemberrfp:PaperMember2019-01-012019-12-310001393066us-gaap:OperatingSegmentsMember2019-01-012019-12-310001393066us-gaap:CorporateNonSegmentMember2019-01-012019-12-310001393066us-gaap:OperatingSegmentsMemberrfp:MarketPulpMember2018-01-012018-12-310001393066us-gaap:OperatingSegmentsMemberrfp:TissueProductsMember2018-01-012018-12-310001393066us-gaap:OperatingSegmentsMemberrfp:WoodProductsMember2018-01-012018-12-310001393066us-gaap:OperatingSegmentsMemberrfp:PaperMember2018-01-012018-12-310001393066us-gaap:OperatingSegmentsMember2018-01-012018-12-310001393066us-gaap:CorporateNonSegmentMember2018-01-012018-12-310001393066us-gaap:IntersegmentEliminationMemberrfp:MarketPulpMember2020-01-012020-12-310001393066us-gaap:IntersegmentEliminationMemberrfp:MarketPulpMember2019-01-012019-12-310001393066us-gaap:IntersegmentEliminationMemberrfp:MarketPulpMember2018-01-012018-12-310001393066country:US2020-01-012020-12-310001393066country:US2019-01-012019-12-310001393066country:US2018-01-012018-12-310001393066country:CA2020-01-012020-12-310001393066country:CA2019-01-012019-12-310001393066country:CA2018-01-012018-12-310001393066country:MX2020-01-012020-12-310001393066country:MX2019-01-012019-12-310001393066country:MX2018-01-012018-12-310001393066rfp:OtherCountriesMember2020-01-012020-12-310001393066rfp:OtherCountriesMember2019-01-012019-12-310001393066rfp:OtherCountriesMember2018-01-012018-12-310001393066us-gaap:NonUsMember2020-01-012020-12-310001393066us-gaap:NonUsMember2019-01-012019-12-310001393066us-gaap:NonUsMember2018-01-012018-12-310001393066country:US2020-12-310001393066country:US2019-12-310001393066country:CA2020-12-310001393066country:CA2019-12-3100013930662020-01-012020-03-3100013930662020-04-012020-06-3000013930662020-07-012020-09-3000013930662020-10-012020-12-3100013930662019-01-012019-03-3100013930662019-04-012019-06-3000013930662019-07-012019-09-3000013930662019-10-012019-12-310001393066rfp:CanadianTrancheOfSeniorSecuredAssetBasedRevolvingCreditFacilityMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:SubsequentEventMember2021-01-212021-01-210001393066rfp:CanadianTrancheOfSeniorSecuredAssetBasedRevolvingCreditFacilityMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:SubsequentEventMember2021-01-210001393066us-gaap:RevolvingCreditFacilityMemberus-gaap:SubsequentEventMember2021-01-21
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020

 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM              TO
COMMISSION FILE NUMBER: 001-33776
RESOLUTE FOREST PRODUCTS INC.
(Exact name of registrant as specified in its charter)
Delaware   98-0526415
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification number)
111 Robert-Bourassa Boulevard
Suite 5000
Montreal
Quebec
Canada
H3C 2M1
(Address of principal executive offices)    (Zip Code)
(514) 875-2160
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $0.001 per share  RFP New York Stock Exchange
Toronto Stock Exchange
(Title of class)  (Trading Symbol) (Name of exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes     No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   Yes     No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒    No 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes ☒    No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer    
Accelerated Filer Non-accelerated Filer
Smaller Reporting Company    Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by a check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   Yes      No ☒
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2020) was $118 million.
As of January 29, 2021, there were 80,813,619 shares of Resolute Forest Products Inc. common stock, $0.001 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement to be filed within 120 days of December 31, 2020, are incorporated by reference in this Annual Report on Form 10-K in response to Part III, Items 10, 11, 12, 13 and 14.


TABLE OF CONTENTS
 
Item 1.
3
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Item 16.



CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION AND USE OF
THIRD-PARTY DATA
Statements in this Annual Report on Form 10-K (or, “Form 10-K”) that are not reported financial results or other historical information of Resolute Forest Products Inc. (with its subsidiaries, either individually or collectively, unless otherwise indicated, referred to as “Resolute Forest Products,” “Resolute,” “we,” “our,” “us,” or the “Company”) are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. They include, for example, statements relating to the impact of the novel coronavirus (or, “COVID-19”) pandemic and resulting economic conditions on our business, results of operations and market price of our securities, and to our: efforts and initiatives to reduce costs and increase revenues and profitability; business and operating outlook; future pension obligations; assessment of market conditions; growth strategies and prospects, and the growth potential of the Company and the industry in which we operate; liquidity; future cash flows, including as a result of the changes to our pension funding obligations; estimated capital expenditures; and strategies for achieving our goals generally, including the strategies described in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview – Our Business,” of this Form 10-K. Forward-looking statements may be identified by the use of forward-looking terminology such as the words “should,” “would,” “could,” “will,” “may,” “expect,” “believe,” “anticipate,” “attempt,” “project,” “estimate,” “guide,” “strive,” “continue,” “create,” “plan,” “see,” “seek,” “improve,” “move,” “position,” “build,” “grow,” “pursue,” and other terms with similar meaning indicating possible future events or potential impact on our business or Resolute Forest Products’ shareholders.
The reader is cautioned not to place undue reliance on these forward-looking statements, which are not guarantees of future performance. These statements are based on management’s current assumptions, beliefs, and expectations, all of which involve a number of business risks and uncertainties that could cause actual results to differ materially. The potential risks and uncertainties that could cause our actual future financial condition, results of operations, and performance to differ materially from those expressed or implied in this Form 10-K include, but are not limited to, the impact of: the COVID-19 pandemic on our business and resulting economic conditions, developments in non-print media, including changes in consumer habits, and the effectiveness of our responses to these developments; intense competition in the forest products industry; any inability to offer products certified to globally recognized forestry management and chain of custody standards; any inability to successfully implement our strategies to increase our earnings power; the possible failure to successfully integrate acquired businesses with ours or to realize the anticipated benefits of acquisitions, such as our entry into wood manufacturing in the U.S., and tissue production and sales, or divestitures or other strategic transactions or projects; uncertainty or changes in political or economic conditions in the U.S., Canada or other countries in which we sell our products; global economic conditions; the highly cyclical nature of the forest products industry; any difficulties in obtaining timber or wood fiber at favorable prices, or at all; changes in the cost of purchased energy and other raw materials; physical, financial and regulatory risks associated with global, regional, and local weather conditions, and climate change; any disruption in operations or increased labor costs due to labor disputes; difficulties in our employee relations, attraction or retention; disruptions to our supply chain, operations, or the delivery of our products; disruptions to our information technology systems including cybersecurity and privacy incidents; risks related to the operation and transition of legacy system applications; negative publicity, even if unjustified; currency fluctuations; any increase in the level of required contributions to our pension plans, including as a result of any increase in the amount by which they are underfunded; our ability to maintain adequate capital resources to provide for all of our substantial capital requirements; the terms of our outstanding indebtedness, which could restrict our current and future operations; the replacement of the London Interbank Offered Rate (or, the “LIBOR”) with an alternative interest rate; losses that are not covered by insurance; any additional closure costs and long-lived asset or goodwill impairment or accelerated depreciation charges; any need to record additional valuation allowances against our recorded deferred income tax assets; our exports from one country to another country becoming or remaining subject to duties, cash deposit requirements, border taxes, quotas, or other trade remedies or restrictions; countervailing and anti-dumping duties on imports to the U.S. of the vast majority of our softwood lumber products produced at our Canadian sawmills; any failure to comply with laws or regulations generally; any additional environmental or health and safety liabilities; any violation of trade laws, export controls, or other laws relating to our international sales and operations; adverse outcomes of legal proceedings, claims and governmental inquiries, investigations, and other disputes in which we are involved; the actions of holders of a significant percentage of our common stock; and the potential risks and uncertainties described in Part I, Item 1A, “Risk Factors,” which have been heightened by the COVID-19 pandemic, including related governmental responses and economic impacts, market disruptions and resulting changes in consumer habits.
All forward-looking statements in this Form 10-K are expressly qualified by the cautionary statements contained or referred to in this section and in our other filings with the U.S. Securities and Exchange Commission (or, the “SEC”) and the Canadian securities regulatory authorities. We disclaim any obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
1

Market and Industry Data
The information on industry and general economic conditions in this Form 10-K was derived from third-party sources and trade publications we believe to be widely accepted and accurate. We have not independently verified the information and cannot assure you of its accuracy.
2

PART I
ITEM 1. BUSINESS
We are a global leader in the forest products industry with a diverse range of products, including market pulp, tissue, wood products, and paper. We own or operate some 40 facilities, as well as power generation assets in the U.S. and Canada. Marketing our products in over 50 countries, we have third-party certified 100% of our managed woodlands to at least one internationally recognized forest management standard.
Resolute Forest Products Inc., a Delaware corporation, was formed on January 25, 2007, from the merger of Abitibi-Consolidated Inc. and Bowater Incorporated. Our common stock trades under the stock symbol “RFP” on both the New York Stock Exchange (or, the “NYSE”) and the Toronto Stock Exchange (or, the “TSX”).
Information About our Executive Officers
The following is information about our executive officers as of March 1, 2021:
Name Age Position Officer Since
Remi G. Lalonde 44 President and Chief Executive Officer, and Chief Financial Officer 2018
Lori Kilgour 50 Senior Vice President, Process Improvement and Chief Information Officer 2019
John Lafave 56 Senior Vice President, Pulp and Paper Sales and Marketing 2018
Patrice Minguez 57 President, Tissue Group 2017
Daniel Ouellet 50 Senior Vice President, Human Resources 2018
Hugues Simon 50 President, Wood Products 2021
Richard Tremblay 57 Senior Vice President, Pulp and Paper Operations 2014
Jacques P. Vachon 61 Senior Vice President, Corporate Affairs and Chief Legal Officer 2007
Sylvain A. Girard 50 Senior Vice President and Chief Financial Officer (as of March 2, 2021) 2021
Mr. Lalonde became president and chief executive officer as of March 1, 2021, after Yves Laflamme stepped down and retired. Mr. Lalonde will cease to be chief financial officer upon the appointment of Sylvain Girard to this role as of March 2, 2021. Mr. Lalonde previously served as senior vice president and chief financial officer from November 2018 to March 1, 2021, and was vice president, strategy and corporate development from May 2018 to November 2018. He was general manager of Resolute’s pulp and paper mill in Thunder Bay (Ontario), from February 2016 to May 2018. Before taking a leadership role in operations, Mr. Lalonde was treasurer and vice president, investor relations, from November 2014 to February 2016, and vice president, investor relations, from September 2011 to November 2014. He initially joined Resolute in 2009 as senior legal counsel, securities, following six years at a Wall Street law firm.
Ms. Kilgour previously served as vice president, information technology, from July 2017 to May 2019, as vice president and program director from July 2015 to July 2017, and as vice president, operational excellence, engineering and energy, from January 2013 to July 2015. Prior to joining Resolute in 2013, she worked at Tembec, Verso Corporation/International Paper and Catalyst.
Mr. Lafave previously served as vice president, sales, national accounts – paper sales, vice-president, sales, national accounts – newsprint, vice president, sales, national accounts – commercial printers, and executive sales representative from 2003 to 2009. Prior to joining Resolute, he held progressive positions in sales with UPM-Kymmene and Repap Enterprises.
Mr. Minguez previously served as special advisor to the former president and chief executive officer in July 2017. Prior to joining Resolute in August 2017, he was founder and former president of Cellynne Holdings, Inc., a tissue business, from January 1989 to August 2012. From February 1987 to January 1989, Mr. Minguez headed Société Antillaise de Service SARL, a distribution company he founded, specializing in janitorial supplies and proprietary systems.
Mr. Ouellet previously served as vice president, human resources, for Resolute’s Canadian and U.S. operations, from January 2016 to May 2018, and as vice president, human resources, for its Canadian operations, from November 2013 to January 2016. He held a range of other human resources positions since joining Resolute in September 2000, and also acquired operational experience leading the Company’s sawmill operations in the Saguenay – Lac-Saint-Jean region of Quebec. Prior to joining Resolute, Mr. Ouellet worked with Alliance Forest Products, Alcan, and a regional trade union.
Mr. Simon previously served as a special advisor to the senior vice president and chief financial officer from January 4, 2021 to March 1, 2021. Prior to joining Resolute in 2021, he was president of BarretteWood Inc., from July 2016 to November 2020,
3

and served as vice president, sales and procurement for BarretteWood Inc. from August 2012 to July 2016. He also served as vice president sales and marketing and value added operations of Resolute wood products and a range of other positions with Resolute and its predecessor companies, from 1999 to 2012.
Mr. Tremblay previously served as senior vice president, pulp and paper group, from June 2015 to February 2018, and as senior vice president, pulp and paper operations, from February 2014 to May 2015. He served as interim senior vice president, pulp and paper operations, from November 2013 to January 2014, and as vice president, pulp and paper operations from June 2011 to October 2013. Prior to joining Resolute in June 2011, he served as general manager of several mills at Smurfit Stone Container Corporation between 2002 and 2011.
Mr. Vachon previously served as senior vice president and chief legal officer from January 2011 to February 2012, as senior vice president, corporate affairs and chief legal officer from October 2007 to January 2011, and as senior vice president, corporate affairs and secretary, from 1997 to October 2007.
The Company announced the appointment of Sylvain A. Girard as the Company’s next senior vice president and chief financial officer, effective March 2, 2021. Mr. Girard joined Resolute as special advisor to Remi G. Lalonde, on February 15, 2021. Mr. Girard most recently served as executive vice president and chief financial officer of SNC-Lavalin Group Inc. from 2016 to 2020. Previously, he held senior executive positions in finance with SNC-Lavalin, following 22 years with General Electric Company (or, “GE”). He held a number of positions at GE, including 14 years as chief financial officer in the financial and healthcare sectors of GE in Europe.
Products
We manage our business based on the products we manufacture. Our reportable segments correspond to our principal product lines: market pulp, tissue, wood products, and paper. As of the second quarter of 2020, the results from our newsprint and specialty papers operations have been combined to form the paper reportable segment. This better reflects management’s internal analysis, given the diminishing percentage newsprint and specialty papers represent in our product portfolio.
Market pulp
We produce market pulp at five facilities in North America, with total capacity of 1.3 million metric tons, or 8% of total North American capacity. Our market pulp includes virgin pulp and recycled bleached kraft (or, “RBK”) pulp, for which we are a leading global producer. Approximately 80% of our virgin pulp capacity is softwood-based: northern bleached softwood kraft (or, “NBSK”) pulp, southern bleached softwood kraft (or, “SBSK”) pulp, and fluff pulp. The remainder of our virgin pulp capacity consists of northern bleached hardwood kraft (or, “NBHK”) pulp and southern bleached hardwood kraft (or, “SBHK”) pulp. Pulp not converted into paper or tissue is sold as market pulp, which is used to make a range of consumer products including tissue, packaging, specialty paper products, diapers, and other absorbent products. 23% of our 2020 market pulp shipments were exported outside of North America, including significant exports to Europe, Asia, and Latin America.
Tissue
We produce tissue products at three facilities in North America. With total capacity of 128,000 short tons (116,000 metric tons), we are a fully integrated manufacturer operating four tissue machines and 13 converting lines, including the converting facility in Hagerstown, Maryland, that we acquired in December 2020. We manufacture a range of tissue products for the away-from-home and retail markets, including recycled and virgin paper products, covering premium, value, and economy grades. We also sell parent rolls not converted into tissue products.
Wood products
We own 14 sawmills in Canada that produce construction-grade lumber sold in North America. On February 1, 2020, we completed the acquisition of three sawmills in the U.S. South, bringing our number of sawmills to 17. The three sawmills have a combined production capacity of 550 million board feet once ramped-up. For more information, see Note 3, “Business Acquisition,” to our consolidated financial statements and related notes (or, “Consolidated Financial Statements”) appearing in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Form 10-K.
Our Canadian sawmills produce dimension spruce-pine-fir lumber and provide wood chips to our pulp and paper mills in Canada. Our sawmills also supply wood residue to our other segments, to be used as fuel to produce electricity and steam based on renewable sources. Our U.S. sawmills produce dimension lumber and decking from southern yellow pine. In 2020, we shipped 1.9 billion board feet of construction-grade lumber and decking. We also operate two remanufactured wood products facilities that manufacture bed frame components, finger joints, and furring strips, two engineered wood products facilities that manufacture I-joists for the construction industry, and one wood pellet facility, all of which are located in Quebec and Ontario.
4

Paper
We produce a wide range of papers at 10 mills strategically located to serve major markets, with total capacity of 2.1 million metric tons. We are a leading global producer of newsprint and the largest producer of uncoated mechanical papers in North America.
We own six newsprint facilities in North America, with total capacity of 1.4 million metric tons, which represents 9% of total worldwide capacity and 44% of total North American capacity. We sell newsprint to newspaper publishers worldwide and also to commercial printers in North America for uses such as inserts and flyers. In 2020, North American deliveries represented 65% of our total newsprint shipments.
We produce specialty papers at four facilities in North America. With total capacity of 0.7 million metric tons, our specialty papers comprise uncoated mechanical papers, including supercalendered paper and white paper, as well as uncoated freesheet papers. With 26% of total North American capacity, we are the largest producer of uncoated mechanical papers in North America, and the fourth largest in the world. Our specialty papers are used in books, retail inserts, direct mail, coupons, magazines, catalogs, bags and other commercial printing applications. We sell specialty papers to major commercial printers, direct mailers, publishers, catalogers and retailers, mostly in North America.
For information on our corporate strategy, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview – Our Business” of this Form 10-K.
Pulp, tissue, and paper manufacturing facilities
The following table lists the pulp, tissue, and paper manufacturing facilities and the number of machines we owned as of December 31, 2020. The table presents our total 2020 production by product line (which represents all of our reportable segments except wood products), reflecting the impact of any downtime taken in 2020, and our 2021 capacity. Total capacity is based on an operating schedule of approximately 360 days. In certain cases, production can exceed capacity, due to changes in the manufacturing properties of the product.
Number of Machines 2021 2020 2020 Production By Product Line
(In thousands of metric tons) Total
Capacity
Total
Production
Market
Pulp
Tissue Paper
Canada
Alma (Quebec) 3 341  253  —  —  253 
Amos (Quebec) 1 194  59  —  —  59 
Baie-Comeau (Quebec) 2 336  58  —  —  58 
Clermont (Quebec) 1 221  219  —  —  219 
Dolbeau (Quebec) 1 137  112  —  —  112 
Gatineau (Quebec) 1 197  190  —  —  190 
Kénogami (Quebec) 1 132  121  —  —  121 
Saint-Félicien (Quebec) 1 369  365  365  —  — 
Thunder Bay (Ontario) 2 530  495  306  —  189 
U.S.
Calhoun (Tennessee) 3 356  307  128  49  130 
Coosa Pines (Alabama) 1 264  256  256  —  — 
Grenada (Mississippi) 1 229  204  —  —  204 
Hialeah (Florida) 2 31  22  —  22  — 
Menominee (Michigan) 1 170  112  112  —  — 
Sanford (Florida) 1 25  24  —  24  — 
  22 3,532  2,797  1,167  95  1,535 
Wood products facilities
The following table lists the sawmills we owned or operated as of December 31, 2020. The table presents our total 2020 production, reflecting the impact of any downtime taken in 2020, and our 2021 mechanical capacity. We do not have access to
5

enough timber to operate all of the sawmills at their total mechanical capacity. Total capacity is based on an operating schedule of approximately 355 days.
2021 2020
(In million board feet) Total Capacity Total Production
Canada
Atikokan (Ontario) 145  139 
Comtois (Quebec) 145  47 
Girardville (Quebec) 220  214 
Ignace (Ontario) 115  — 
La Doré (Quebec) 198  225 
La Tuque (Quebec) (1)
186  101 
Maniwaki (Quebec) 204  96 
Mistassini (Quebec) 209  203 
Obedjiwan (Quebec) (2)
65  47 
Pointe-aux-Outardes (Quebec) 184  109 
Saint-Félicien (Quebec) 174  105 
Saint-Thomas (Quebec) 93  35 
Senneterre (Quebec) 167  139 
Thunder Bay (Ontario) 330  277 
U.S. (3)
Cross city (Florida) 185  128 
El Dorado (Arkansas) (4)
180 
Glenwood (Arkansas) 185  98 
  2,985  1,966 
(1)Forest Products Mauricie L.P. is located in La Tuque and is a consolidated subsidiary in which we have a 93.2% interest. The amounts in the above table represent the sawmill’s total capacity and production.
(2)Sociéte en Commandite Scierie Opitciwan is located in Obedjiwan and is an unconsolidated entity in which we have a 45% interest. The amounts in the above table represent the sawmill’s total capacity and production.
(3)On February 1, 2020, we acquired from Conifex Timber Inc. all of the equity securities and membership interests in certain of its subsidiaries, the business of which consists mainly in the operation of three sawmills and related assets in Cross City and in Glenwood and El Dorado, with combined production capacity of 550 million board feet. When operating to capacity, almost 25% of our lumber production will be in the U.S. South. For more information, see Note 3, “Business Acquisition,” to our Consolidated Financial Statements.
(4)The El Dorado mill, which was already idled at the time of the acquisition, was restarted in the fourth quarter of 2020.
The following table lists the remanufactured wood, engineered wood, and wood pellet products facilities we owned or operated as of December 31, 2020, and their respective 2021 capacity and 2020 production. Total capacity is based on an operating schedule of approximately 355 days.
2021 2020
(In million board feet, except where otherwise stated) Total Capacity Total Production
Remanufactured Wood Products Facilities
Château-Richer (Quebec)
66  40 
La Doré (Quebec)
16  14 
Total Remanufactured Wood Products Facilities 82  54 
Engineered Wood Products Facilities
Larouche and Saint-Prime (Quebec) (in million linear feet) (1)
145  134 
Wood Pellet Products Facility
Thunder Bay (Ontario) (in thousands of metric tons)
45  41 
(1)Resolute-LP Engineered Wood Larouche Inc. and Resolute-LP Engineered Wood St-Prime Limited Partnership are located in Larouche and Saint-Prime, respectively, and are unconsolidated entities in which we have a 50% interest in
6

each entity. We operate the facilities and our joint venture partner sells the products. The amounts in the above table represent the mills’ total capacity and production.
Other products
We sell green power produced from renewable sources and wood-related products to customers located in Canada and the U.S. Sales of these other products are considered a recovery of the cost of manufacturing our primary products.
We also have a 49% interest in Serres Toundra Inc., a joint venture that produces vegetables from 19 hectares of greenhouses adjacent to our Saint-Félicien pulp mill. The greenhouses source a portion of their heat from our Saint-Félicien pulp mill and are also expected to source a portion of their CO2 requirements from such mill by the end of 2021.
Raw Materials
In the manufacture of our paper, tissue, pulp, and wood products, our operations consume substantial amounts of raw materials such as wood and chemicals, as well as energy. We purchase raw materials and energy sources (to complement internal generation) primarily on the open market. These raw materials are market-priced commodities and as such, are subject to fluctuations in market prices. For additional information about commodity price risk, see Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk – Commodity Price Risk” of this Form 10‑K.
Wood
Our sources of wood include purchases from local producers, including sawmills that supply residual wood chips, wood harvested from government-owned land on which we hold timber supply guarantees or harvesting rights, and property we own or lease. In Quebec, under the Sustainable Forest Development Act, volumes are allocated through timber supply guarantees, which are five years in length and renewable, subject to certain conditions. As of December 31, 2020, we were allocated 4.5 million cubic meters of supply through the timber supply guarantees. In Ontario, we had long-term harvesting rights for 11.5 million acres of government-owned land, as of December 31, 2020. The harvesting rights licenses in Ontario are 20 years in length and automatically renew every five years, contingent upon our continued compliance with environmental performance and reforestation requirements.
We depend heavily on harvesting rights and timber supply guarantees over government-owned land in Ontario and Quebec, respectively. The volume of harvest permitted under these licenses is subject to limits, which are generally referred to as the annual allowable cut (or, the “AAC”). The AAC is reviewed regularly, typically every five years in Quebec and every 10 years in Ontario. The next AAC revision in Quebec is scheduled to take place in 2023 while Ontario is completing AAC revisions in 2021 for the forests in which we operate. About 25% of the total allowable harvesting rights in Quebec are allocated through an open auction system. The prices generated by the auction system are used to set pricing for the remainder of the AAC. The timber requirements for our U.S. sawmills are met mostly by purchasing timber from timberland owners.
In addition to the forest management regulations that we must abide with, we have sought out independent certification for 100% of the forests that we manage or on which we hold significant harvesting rights in order to demonstrate our strong belief that it is possible to operate successfully with sustainable harvesting practices while maintaining biodiversity and protecting the forest, values important to a range of stakeholders. The woodlands that we manage are all independently certified to at least one internationally recognized forest management standard: Sustainable Forestry Initiative® (or, “SFI®”) and Forest Stewardship Council® (or, “FSC®”). In 2020, we successfully maintained SFI forest management certifications for all of our managed woodlands in Quebec and Ontario. We also continued to maintain the FSC forest management certificates that we held in Quebec and Ontario. In addition, we continue to be one of the largest holders of SFI and FSC forest management certificates in North America.
We have also instituted fiber-tracking systems at all of our North American facilities to ensure that our wood fiber supply comes from acceptable sources such as certified forests and legal harvesting operations, with the exception of our three recently acquired sawmills in the U.S. South, which are expected to have their fiber-tracking systems certified in 2021. These systems are third-party certified according to one or more of three internationally recognized chain of custody standards, namely SFI, FSC, and Programme for the Endorsement of Forest Certification (or, “PEFC”). 100% of our wood and fiber sources are procured through the FSC Controlled Wood standard, the FSC chain of custody certification, the PEFC due diligence requirements, or the SFI fiber sourcing requirements, and in some cases a combination of these standards.
We strive to improve our forest management and wood fiber procurement practices and we encourage our wood and fiber suppliers to demonstrate continual improvement in forest resource management, wood and fiber procurement, and third-party certification.
7

Chemicals
We use various chemicals in our pulp, tissue, and paper manufacturing operations including caustic soda, sodium chlorate, hydrogen peroxide, liquid sodium hydrosulfite, and sulfuric acid.
Energy
Steam and electrical power constitute the primary forms of energy used in pulp, tissue, and paper production. Process steam is produced in boilers using a variety of fuel sources, as well as heat recovery units in mechanical pulp facilities. All of our pulp, paper and tissue operating sites generate 100% of their own steam requirements. In 2020, the Alma, Calhoun, Coosa Pines, Dolbeau, Gatineau, Kénogami, Saint-Félicien and Thunder Bay operations collectively consumed 61% of their electrical requirements from internal sources, notably on-site cogeneration and hydroelectric dams. We purchased the balance of our electrical energy needs from third parties. We have six sites that operate cogeneration facilities and all of these sites generate primarily green energy from renewable biomass.
We also have one hydroelectric generation and transmission network (Hydro-Saguenay in the Saguenay – Lac-Saint-Jean region of Quebec), which consists of seven generating stations with 170 MW of capacity. The water rights agreements required to operate some of these facilities typically range from 10 to 50 years and, subject to certain conditions, some are renewable for additional terms. In some cases, the agreements are contingent on the continued operation of the related paper mills and a minimum level of capital spending in the region. For the other facilities, the right to generate hydroelectricity stems from our ownership of the riverbed on which these facilities are located.
Competition
In general, our products, other than tissue, are globally-traded commodities. The markets in which we compete are highly competitive and, aside from quality specifications to meet customer needs, including designations to globally recognized forest management and chain of custody standards, the production of our products does not depend upon a proprietary process or formula. Pricing and the level of shipments of our products are influenced by the balance between supply and demand as affected by global economic conditions, changes in consumption and capacity, the level of customer and producer inventories, and fluctuations in currency exchange rates. Prices for our products have been and are likely to continue to be highly volatile.
We produce six major grades of market pulp (NBSK, SBSK, NBHK, SBHK, RBK, and fluff), for which we compete with a number of major market pulp producers, primarily with operations in North America. Market pulp being a globally-traded commodity, we also compete with other producers from South America (eucalyptus hardwood and radiata pine softwood), Europe (northern hardwood and softwood), and Asia (mixed tropical hardwood). Price, quality, service, and fiber sources are considered the main competitive determinants.
We are an integrated manufacturer of tissue products and compete with several major competitors in the North American tissue market. The key competitive attributes in this market include price, product quality, service, and customer relationships. Competition is also significantly affected by geographic location, as freight costs represent a material portion of the costs. We compete with branded and private-label products within North America.
We compete in North America with both large North American and numerous smaller local lumber producers in a highly competitive market. We also compete with European producers in the North American market during periods of favorable currencies and prices. Because there are few distinctions between lumber from different producers, competition is primarily based on price. Competition is also affected by cost and availability of wood, freight cost, and labor. We have been required to pay cash deposits for estimated countervailing duties and anti-dumping duties on the vast majority of our U.S. imports of softwood lumber products produced at our Canadian sawmills, since April 28, 2017, and June 30, 2017, respectively. As of December 31, 2020, the rates for such estimated countervailing and anti-dumping duties were 19.10% and 1.15%, respectively. During any period in which our U.S. imports of softwood lumber products from our Canadian sawmills are subject to countervailing duty or anti-dumping cash deposit requirements or duty requirements, our competitive position could be materially affected. For additional information, see Item 1A, “Risk Factors – Legal and Compliance Risks – We are subject to countervailing and anti-dumping duty orders on the vast majority of our U.S. imports of softwood lumber products produced at our Canadian sawmills, which could materially affect our operations and cash flows,” of this Form 10‑K.
In 2020, the five largest North American newsprint producers represented 88% of North American capacity, and the five largest global producers represented 32% of global newsprint capacity. We face competition from both large global producers and numerous smaller regional producers. Price, quality, and customer relationships are important competitive determinants.
Our uncoated mechanical and uncoated freesheet papers compete on the basis of price, quality, service, and range of product line. We compete with numerous uncoated mechanical paper producers, with the five largest North American producers
8

representing 89% of the North American uncoated mechanical papers capacity, and the five largest global producers representing 54% of global uncoated mechanical papers capacity in 2020. In addition, imports from overseas accounted for 9% of North American uncoated mechanical paper demand in 2020. There are also numerous worldwide suppliers of other grades of paper such as coated mechanical papers and coated freesheet.
As with other global commodities, the competitive position of our products is significantly affected by fluctuations in foreign currency exchange rates. For additional information, see Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk – Foreign Currency Exchange Risk,” of this Form 10-K.
Trends in non-print media are expected to continue to adversely affect demand for traditional print media. For additional information, see Item 1A, “Risk Factors – Strategic Risks – Developments in non-print media and changes in consumer habits regarding the use of paper are expected to continue to adversely affect the demand for some of our key products,” of this Form 10-K.
Based on market interest, we offer a number of our products with specific designations to one or more globally recognized forest management and chain of custody standards. Our ability to conform to new or existing guidelines for certification depends on a number of factors, many of which are beyond our control, such as: changes to the standards or the interpretation or the application of the standards; the adequacy of government-implemented conservation measures; and the existence of territorial disputes between Indigenous peoples and governments. If we are unable to offer certified products, or to meet commitments to supply certified product, it could adversely affect the marketability of our products and our ability to compete with other producers.
Human Capital
As of December 31, 2020, we employed approximately 7,100 people, of whom approximately 3,700 were represented by various unions, primarily Unifor, and the Confederation of National Trade Unions (or, the “CNTU”) in Canada, and predominantly by the United Steelworkers International (or, the “USW”) in the U.S. In the past year, we renewed or entered into a number of agreements with unions, covering approximately 500 employees in Canada. Collective agreements covering approximately 300 employees in Canada have expired, involving certain Canadian sawmills.
While we intend to renew collective agreements, there can be no assurance that we will be able to renew agreements on satisfactory terms, or that we will maintain continuously satisfactory agreements with all of our unionized employees. Should we be unable to do so, it could result in strikes, work stoppages, or disturbances by affected employees, which could cause us to experience a disruption of operations and affect our business, financial condition, or results of operations.
Our long-term competitiveness is tied to the ability to recruit, develop and retain top-quality employees with the right skills. We are building a strong corporate culture that attracts results-driven and action-oriented employees and allows natural leaders to grow. We hired 970 new permanent and temporary employees, raising our employer profile through targeted recruitment practices. We assessed 100% of salaried employees’ effectiveness through the Demonstrated Effectiveness Appraisal process, which is focused on enhancing organizational capability through managerial accountability and people development. We continue to train every employee on Resolute’s Code of Business Conduct and have in place a Diversity Policy designed to ensure equal consideration and opportunities to all employees. We are equally committed to ensuring that our employees are consistently motivated and engaged by promoting individual professional development goals, support sharing of knowledge and resources across the Company, and create opportunities for growth and learning wherever possible.
The health and safety of our employees is a core Company value. We are committed to providing our employees with safe working environments, in addition to complying with applicable legal requirements at all our sites. Since 2015, our Occupational Safety and Health Administration (OSHA) incident rate world-class performance has been below 0.80, and we achieved an OSHA incident rate of 0.62 in 2020, which is one of the lowest rates within the North American forestry products industry.
Since the beginning of the COVID-19 pandemic, a vigilance committee has been set up to collect and analyze continuous relevant information through the appropriate public health authorities where we operate, and more than 30 pandemic crisis management protocols have been implemented to ensure the safety and health of employees and contractors working at all our sites, helping to mitigate disruptions of operations.
In addition, the board adopted a board-level diversity policy striving to maintain a minimum of 25% representation each of men and women on our board of directors, as well as an executive leadership-level diversity policy acknowledging diversity as a key factor in the Company’s talent management strategy. Currently there are two women on the board representing 29% of its membership.
9

Trademarks
We have registrations or pending applications for our key trademarks “RESOLUTE” and “resolute Forest Products & Design” in the countries of our principal markets, as well as “RESOLUTE FOREST PRODUCTS”, “R Design”, and “RESOLUTE TISSUE” in Canada and the U.S., and “RÉSOLU” and “Produits forestiers résolu & Design” in Canada. The current registrations of these trademarks are effective for various periods of time and may be renewed periodically, provided that we, as the registered owner, comply with all applicable renewal requirements.
Environmental and Other Regulated Matters
We are subject to a number of federal or national, state, provincial, and local laws and regulations in various jurisdictions relating to the environment, health and safety, and some of our infrastructure, including dams and bridges. We believe our operations are in material compliance with current applicable environmental, health and safety, as well as applicable infrastructure laws and regulations. While it is impossible to predict future laws and regulations that may be adopted, we believe that we will not be at a significant competitive disadvantage with regard to meeting future Canadian or U.S. standards. For additional information, see Note 18, “Commitments and Contingencies – Environmental matters,” to our Consolidated Financial Statements.
Internet Availability of Information
We make our Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K, and any amendments to these reports, available free of charge on our website (www.resolutefp.com) as soon as reasonably practicable after we file or furnish such materials to the SEC. The SEC also maintains a website (www.sec.gov) that contains our reports and other information filed with the SEC. Our reports are also available on the System for Electronic Document Analysis and Retrieval website (www.sedar.com).

10

ITEM 1A. RISK FACTORS
In addition to the other information set forth in this Form 10-K and in other documents we file with the SEC, you should carefully consider the following factors, among others, which could materially affect our business, financial condition, future results, reputation as well as the market price of our securities. In particular, the risks described below could cause actual events to differ materially from those contemplated in the forward-looking statements in this Form 10-K.
Risks related to the COVID-19 pandemic
The outbreak of the pandemic caused by COVID-19 has had, and could continue to have a negative impact on financial markets, economic conditions and portions of our business. While we are unable to predict the extent, nature and duration of these impacts at this time, the global COVID-19 pandemic could negatively affect our business and results of operations, as well as the market price of our securities, in a number of ways, including the following:
While we expect to continue to operate in all of our business segments in Canada and the U.S., we have reduced our operational footprint to levels consistent with essential or reduced needs, including the temporary idling of certain machines or facilities and implementing temporary or permanent layoffs. Further adjustments to our operational footprint, temporary or permanent, could be made as the COVID-19 pandemic situation develops.
The COVID-19 pandemic has already accelerated the secular demand decline for paper products like those we manufacture as widespread confinement alters consumer habits, which has had, and could continue to have an impact on pulp demand. The decline in demand and altered habits could have a permanent effect.
Any construction slowdown in North America may result in a decline in demand for wood products. If the demand for wood products falls and we reduce harvesting and sawmill activity as a result, we could have greater difficulty obtaining the supply of timber and wood fiber required for our operations at favorable prices, or at all.
There is lower demand for our away-from-home tissue products usually found in hotels, restaurants, schools, office buildings and other businesses or premises, and our ability to convert our tissue for the retail market may be limited.
There is increased risk that we may not obtain raw materials, chemicals and other required supplies or services in a timely fashion and at favorable prices due to the impact of the reduced economic activity as a result of the COVID-19 pandemic on our suppliers, which could affect our production output and profitability.
Additional trade restrictions or barriers could also negatively affect our supply chain as well as the sales or distribution of our products.
The impact of the reduced economic activity as a result of the COVID-19 pandemic on our customers has increased our risk of credit exposure and that risk could continue to increase.
Although the forest products industry has generally been recognized as critical or essential in locations where we operate, the current health restrictions, including social distancing measures, impact how our employees fulfill their duties, and limits the number of employees we can have at our operations, which in turn could impact our production output and costs.
It could be difficult or costly to restart certain of our temporarily idled operations, and we could face personnel shortages if employees are no longer available or amenable to return to work.
Should certain employees become ill from COVID-19 or unable to work, the attention of our management team could be diverted and our operations could be affected.
The reduced operations and staffing at our facilities, remote working conditions and increased risk of obtaining supplies or services could increase the risk of non-compliance and incidents.
If necessary, to preserve liquidity, we could suspend or defer capital projects, as well as other strategic initiatives. Strategies to increase earnings power or generate additional cash flow, including acquisitions, divestitures and other transactions could be delayed or not materialize given the current economic uncertainty. In response to the COVID-19 pandemic, we could decide to permanently shut down machines or facilities and be required to record significant closure costs, remediation costs, long-lived asset impairment or accelerated depreciation charges.
The economic uncertainty resulting from the COVID-19 pandemic and the ensuing decline in financial market returns and low-interest rate environment could continue to result in an increase in the amount by which our pension plans are underfunded by the next measurement date at year-end. This could result in a significant increase in the amount of our required future pension contributions, which could have an adverse effect on our financial condition.
11

If we do not generate enough cash to fund our short-term or long-term obligations, we may have to draw further on our credit facilities to meet our obligations or seek additional sources of liquidity. The economic uncertainty resulting from the COVID-19 pandemic and any downgrade of our credit ratings could lead to greater difficulty in obtaining additional financing on favorable terms.
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 below, and should be read in conjunction therewith.
Strategic Risks
Strategic risks relate to our future business plans and strategies, including the risks associated with the global macro-environment in which we operate, trends in our industry, demand for our products, competitive threats, product innovation, public policy developments, changes to consumption habits, resource allocation, and strategic initiatives, including mergers and acquisitions, dispositions, and restructuring activity.
Developments in non-print media and changes in consumer habits regarding the use of paper are expected to continue to adversely affect the demand for some of our key products.
Trends in non-print media are expected to continue to adversely affect demand for traditional print media, including our papers, and our customers’ products. Neither the timing nor the extent of these trends can be predicted with certainty. Our newspaper, magazine, book and catalog publishing customers could increase their use of, and compete with, non-print media, including multimedia technologies, electronic storage and communication platforms such as websites and social media, which could further reduce their consumption of newsprint, commercial printing papers or other products we manufacture, including market pulp. The demand for our paper products has weakened significantly over the past decade. This situation has accelerated since the COVID-19 pandemic as confinement and work from home has altered consumer habits, which could become permanent and also impact the demand for pulp. For example, over the 10 years ended December 31, 2020, according to industry statistics, North American newsprint demand fell by 69%, and fell by 26% in 2020.
We face intense competition in the forest products industry.
We compete with numerous forest products companies, some of which have greater financial resources. The trend toward consolidation in the forest products industry has led to the formation of sizable global producers that have greater flexibility in pricing and financial resources for marketing, investment, research and development, innovation, and expansion. Because the markets for our products are highly competitive, actions by competitors can affect our ability to compete and the volatility of prices at which our products are sold.
The forest products industry is capital intensive, and we require significant investment to remain competitive. Some of our competitors may be lower-cost producers in some of the businesses in which we operate. For example, the sizable low-cost hardwood and softwood grade pulp capacity in South America, which continues to grow as a result of ongoing investment and whose costs are thought to be very competitive, and the actions those mills take to gain market share, could continue to adversely affect our competitive position in similar grades. This in turn could impact our sales and cash flows, and push us to consider significant capital investments to remain competitive. Failure to compete effectively could have a material adverse effect on our business, financial condition or results of operations.
If we are unable to offer products certified to globally recognized forestry management and chain of custody standards or meet customers’ product specifications, it could adversely affect our ability to compete.
Based on market interest, we offer a number of our 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. Our ability to conform to new or existing guidelines for certification depends on a number of factors, many of which are beyond our control, such as: changes to the standards or the interpretation or the application of the standards; the collaboration of our 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 we are unable to offer certified products, or to meet commitments to supply certified product or meet the product specifications of our customers, it could adversely affect the marketability of our products and our ability to compete with other producers.
12

We may not be successful in implementing our strategies to increase earnings power.
Our corporate strategy is focused on continuing to transform the Company away from mature product markets and products in structurally declining demand toward a more profitable and sustainable organization over the long run. This includes maximizing value generation from structurally declining paper, growing in pulp and wood products, integrating our pulp into value-added quality tissue, and investing in product innovation, while maintaining a disciplined approach to capital allocation.
The implementation of our corporate strategy is subject to uncertainty and could require significant capital investments. In addition, strategic initiatives could have unintended consequences, including, for example, a loss of certain pulp customers if our tissue segment becomes competitive with tissue products sold by those customers.
As part of our corporate strategy, we pursue acquisitions, divestitures, and other strategic transactions and projects to complement, expand or optimize our business, such as our entry into wood manufacturing in the U.S., and tissue production and sales. In connection with any acquisition, divestiture, strategic transaction or project, we 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, divestiture, strategic transaction or project. In connection with such transactions, we may face challenges associated with entering into a new market, production location, product category, or meeting customers’ demands. We may also face issues with the separation of processes and loss of synergies following the divestiture of businesses. In addition, we may not be able to successfully negotiate potential acquisitions, divestitures, strategic transactions or projects that we identify, or may not be able to obtain financing that may be needed. Future acquisitions could result in potentially dilutive issuances of equity securities and the incurrence of debt and contingent liabilities, and substantial goodwill. The negotiation of any transaction and its completion may be complex, costly, and time consuming. To the extent we are unsuccessful in implementing our corporate strategy or our efforts do not achieve the anticipated outcomes, our results of operations and cash flows may be adversely affected.
Changes in the political or economic conditions in the U.S., Canada or other countries in which we sell our products could adversely affect our results of operations.
We manufacture products in the U.S. and Canada, and we sell products throughout the world. The economic and political policies of each country and region have a significant impact on our costs and the prices of, and demand for, our products. Changes in regional economies and economic policies can affect demand for our products, manufacturing and distribution costs, pricing, sales volume, and the availability or cost of insurance. These changes, in turn, can affect our results of operations. Changes to regional economies and economic policies that can bring about such effects include, among others, changes in the terms of, or countries that are parties to, bilateral and multi-lateral trade agreements and arrangements, limitations 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 we operate or trade.
Our business is subject to global economic conditions and is highly cyclical; soft conditions could cause a number of the risks we face to increase in likelihood, magnitude and duration.
Our operations and performance depend significantly on worldwide economic conditions. During periods of weak or weakening global economic conditions, we would expect any increase in unemployment or lower gross domestic product growth rates to adversely affect demand for our products as our customers delay or reduce their expenditures. For example, during an economic downturn, end consumers may reduce newspaper and magazine subscriptions as a direct result of their financial circumstances, contributing to lower demand for our products by our customers. Advertising demand in printed magazines and newspapers may also decline. Lower demand for print advertisements leads to fewer or smaller pages in, and may lead to less frequent publication of, printed newspapers, magazines and other advertisement circulars and periodicals, decreasing the demand for our products. In addition, demand for our 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, which is a significant driver of demand for our lumber and other wood-based products. For example, a decline in housing starts or in the repair and remodeling segment could create a low level of primary demand for our lumber and other wood-based products, which we would expect to result in our wood products business operating at a lower level until there is a meaningful recovery in new residential construction demand or in the repair and remodeling sector. In addition, with less lumber demand, sawmills could generate fewer wood chips that we use in our pulp and paper mills, which could lead those mills to increase their supply from the open market, where prices can fluctuate with market conditions. We could also have less wood residue to use internally, which would increase our fossil fuel consumption and, as a result, our costs and environmental impact.
13

The forest products industry is also highly cyclical. The overall levels of demand for the products we manufacture, and consequently, our sales and profitability, reflect fluctuations in levels of end user demand. As described above, end user demand depends at least in part on general economic conditions in North America and the world, and the effect can be significant. In addition to end user demand, we have experienced cyclical changes in prices, sales volume and margins for our commodity products as a result of changing market trends and the effect of capacity fluctuations on supply and demand as well as the relative competitiveness of producers. Because our commodity products have few distinguishing qualities from producer to producer, competition is based mainly on price, which is determined by supply relative to demand, which is in turn affected by the factors described above.
Operational Risks
Operational risks arise from external events, processes, people and systems that affect the operation of our businesses. These include risks affecting, among other things, marketing and sales, woodlands management, production, supply chains, information management, data protection and security, including cybersecurity, human resources, and reputation.
Our manufacturing businesses may have difficulty obtaining timber or wood fiber at favorable prices, or at all.
Wood fiber is the principal raw material we use in our business. We primarily use wood chips and logs for our pulp, tissue, and paper mills. Our wood products business is also dependent on our timber supply.
We depend heavily on harvesting rights and timber supply guarantees over government-owned land in Ontario and Quebec, respectively. The volume of harvest permitted under these licenses is subject to limits, which are generally referred to as the annual allowable cut (or, “AAC”). The AAC is reviewed regularly, typically every five years in Quebec and every 10 years in Ontario. The next AAC revision in Quebec is scheduled to take place in 2023 while Ontario is completing AAC revisions in 2021 for the forests in which we operate. About 25% of the total allowable harvesting rights in Quebec are allocated through an open auction system. The prices generated by the auction system are used to set pricing for the remainder of the AAC.
In addition, regulatory developments, activist campaigns and litigation advanced by Indigenous groups or other stakeholders have caused, and may cause in the future, significant reductions in the amount of timber available for commercial harvest in Canada, or that meet standards required for third-party certifications. Future regulation, particularly by Ontario, Quebec, or the federal Canadian government, as well as litigation, changes in forest management certification standards, and actions taken by activists to influence the availability of timber for commercial harvest could focus on any one or more of the use of timberlands, forest management practices, forest management and chain of custody certification standards, consultation with Indigenous groups, protection of habitats and endangered or other species, including the woodland caribou, promotion of forest biodiversity, and the response to, and prevention of, catastrophic wildfires.
Increased pressures on the Canadian provincial and federal governments to increase the protection of the woodland caribou, its habitat, and the boreal forest, could impact timber supply. For example, regulations relating to habitats, and endangered or other species could significantly reduce timber supply to our mills. Our access to timber may also be affected by factors such as fire and fire prevention, insect infestation, disease, ice storms, wind storms, drought, flooding, and other natural and man-made causes, which could potentially reduce supply and increase prices.
Though timber is our primary source of fiber, wood fiber is a commodity and we also buy a significant portion of our fiber requirements on the open market. Prices for wood fiber are cyclical and subject to market influences, which could be concentrated in one or more regions due to market shifts. The timber requirements for our U.S. sawmills are met mostly by purchasing timber from timberland owners.
If we are unable to obtain adequate supplies of timber or wood fiber at favorable prices for any of the reasons described above, our business operation could be materially and adversely affected.
A sustained increase in the cost of purchased energy and other raw materials would lead to higher manufacturing costs, which could reduce our margins.
Our operations consume large amounts of energy, such as electricity, natural gas, fuel oil, and wood residue, a substantial proportion of which we buy on the open market. The main raw materials we require in our manufacturing processes are wood fiber and chemicals. The prices for raw materials and energy are volatile and may change rapidly, which impacts our manufacturing costs, directly affects our results of operations and may contribute to earnings volatility.
For our commodity products, the relationship between industry supply and demand, rather than changes in the cost of raw materials, determines our ability to increase prices. Consequently, we may be unable to pass along increases in our operating costs to our customers. Any sustained increase in energy, chemical, or raw material prices without any corresponding increase
14

in product pricing would reduce our operating margins and potentially require us to limit or cease operations of one or more of our facilities.
We also generate electricity at our hydroelectric facilities. There can be no certainty that we will be able to maintain the water rights necessary for our hydroelectric power generating facilities, or to renew them 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 hydro water rights agreements. The amount of electricity we can generate is also subject to the volume of rain or snowfall and is therefore variable from one year to the next.
We are subject to physical, financial and regulatory risks associated with global, regional, and local weather conditions, and climate change.
Our operations and the operations of our 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 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 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 our hydroelectric production. The effects of global, regional, and local weather conditions, and climate change, including the costs of complying with evolving climate change regulations and transition costs relating to a low carbon economy could also adversely impact our results of operations.
We could experience disruptions in operations or increased labor costs due to labor disputes or occupational health and safety issues.
As of December 31, 2020, we employed approximately 7,100 people, of whom approximately 3,700 were represented by various unions, primarily Unifor, and the Confederation of National Trade Unions (or, the “CNTU”) in Canada, and predominantly by the United Steelworkers International (or, the “USW”) in the U.S. In the past year, we renewed or entered into a number of agreements with unions, covering approximately 500 employees in Canada. Collective agreements covering approximately 300 employees in Canada have expired, involving certain Canadian sawmills.
While we intend to renew collective agreements, there can be no assurance that we will be able to renew agreements on satisfactory terms, or that we will maintain continuously satisfactory agreements with all of our unionized employees. Should we be unable to do so, it could result in strikes, work stoppages, or disturbances by affected employees, which could cause us to experience a disruption of operations and affect our business, financial condition, or results of operations.
Occupational health and safety issues, including relating to the COVID-19 pandemic, could also cause disruptions in operations or otherwise affect labor-related costs.
Difficulties in our employee relations or difficulties identifying, attracting, and retaining employees for work, particularly in remote locations and certain positions with specialized skills, could lead to operational disruptions or increase our costs.
Our ability to achieve our future goals and objectives is dependent, in part, on maintaining good relations with our employees and minimizing employee turnover at our corporate offices, mills, and woodlands 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.
Disruptions to our supply chain, operations, or the delivery of our products, could adversely affect our financial condition or results of operations.
The success of our businesses is largely contingent on the availability of, and direct access to, raw materials, as well as our ability to ship products on a timely and cost-efficient basis. As a result, any event that disrupts or limits transportation or delivery services or the operations of our suppliers could materially and adversely affect our business. In addition, our operating results depend on the continued operation of our various production facilities and our ability to complete construction and maintenance projects on schedule. Interruptions of operations at our facilities, including interruptions caused by the events described below, could materially reduce the productivity and profitability of a particular manufacturing facility, or our business as a whole, during and after the period of such operational difficulties.
15

Our operations, supply chain, and transportation and delivery services are subject to potential hazards, including explosions, fires, accidental release of toxic materials, severe weather and natural disasters, mechanical and power failures, structural failures at any of our dams or hydroelectric facilities, supplier disruptions, labor shortages or other difficulties, public health measures to prevent or eradicate epidemics or pandemics, transportation interruptions, remediation complications, environmental and workplace risks, and terrorist or other violent acts.
Some of these hazards can cause personal injury and loss of life, severe damage to or destruction of property, equipment, or the environment, and can result in, among other things: the suspension of operations; the shutdown of affected facilities; reputational damage; the imposition of civil or criminal penalties; workers’ compensation; and claims against us with respect to workplace exposure, exposure of contractors on our premises, as well as other persons located nearby.
We are subject to disruptions to the information technology systems used to manage our operations and other business processes, including cybersecurity and privacy incidents that could involve sensitive company, employee, customer, vendor, and shareholder information.
We use information technology to securely manage operations and various business functions. We rely on various technologies to process, store, and report on our business and interact with employees, customers, vendors, and shareholders. The secure and reliable processing, maintenance, and transmission of this information is critical to our operations and business strategy. Despite our security design and controls, and those of our third-party providers, our information technology and infrastructure may be vulnerable to interruptions, breakdowns, cyberattacks or breaches due to employee error, malfeasance, hackers, computer viruses, ransomware, natural disasters, power or telecommunications failures, as well as other disruptions. A cybersecurity breach could result in operational disruptions or the misappropriation of sensitive data or personal information and could subject us to civil and criminal penalties, litigation, or have a negative impact on our reputation. We may be required to expend capital and other resources to protect against such security breaches or cyberattacks, or to remediate problems caused by such breaches, attacks, or other disruptions. We have been the subject of cyberattacks from time to time, none of which have had a material impact on our business information systems or operations. There can be no assurance that such disruptions or misappropriations and the resulting repercussions will not negatively impact our cash flows and materially affect our results of operations or financial condition. Recent developments in cybersecurity and privacy legislation in different jurisdictions are imposing additional obligations on us and could expand our potential liability in the event of a cybersecurity or privacy incident.
We are 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 our business information systems.
We are 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, we 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. Prior to the completion of this upgrading process, we 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 our business.
During the process of replacing legacy systems, we could experience disruptions to our business information 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 our ability to process transactions, harm to our control environment, diminished employee productivity, business interruptions, and unanticipated increases in costs. Further, our ability to achieve anticipated operational benefits from new platforms is not assured.
Negative publicity, even if unjustified, could have a negative impact on our brand and the marketability of our products.
We believe that we have established a reputation for transparent communications, social and corporate governance, responsible forestry practices, and overall sustainability leadership. We also believe that our commitment to sustainable and responsible forestry practices extends well beyond strict compliance with applicable forestry regulations, which in Quebec and Ontario are already among the most, if not the most, rigorous in the world. Negative publicity, whether or not justified, relating to our operations and our business could tarnish our reputation or reduce the value of our brand and market demand for our products. In addition, the actions of activists, whether or not justified, could impede or delay our ability to access raw materials or obtain third-party certifications with respect to forest management and chain of custody standards that we seek in order to supply certified products to our customers. In these cases, we may have to incur significant expenses and dedicate additional resources to defend ourselves against activist campaigns, rebuild our reputation, and restore the value of our brand.
16

Financial Risks
Financial risks relate to our ability to meet financial obligations and mitigate exposure to broad market risks, including: volatility in foreign currency exchange rates, interest rates and commodity prices, capital structure, as well as credit and liquidity risk, including risk related to cash management, extension of credit, collections, credit ratings, and availability and cost of funding.
Currency fluctuations can adversely affect our competitive position, selling prices, manufacturing costs, and net monetary items.
We compete with producers from around the world, particularly North America, Europe, and South America, in most of our product lines, with the exception of wood products and tissue, where we compete primarily with other North American producers. We sell our products mainly in transactions denominated in U.S. dollars, but we also sell in certain local currencies, including the Canadian dollar, the euro, and the pound sterling. Changes in the relative strength or weakness of these currencies, particularly the U.S. dollar, could affect international trade flows of these products. A stronger U.S. dollar might attract imports, thereby increasing product supply and possibly creating downward pressure on prices. On the other hand, a weaker U.S. dollar might encourage U.S. exports but also increase manufacturing costs in Canadian dollars.
We are particularly sensitive to changes in the value of the Canadian dollar versus the U.S. dollar. The actual impact of these changes depends primarily on the proportion of our production and sales that occur in Canada, the proportion of our financial assets and liabilities denominated in Canadian dollars, and the magnitude, direction and duration of changes in the exchange rate. We expect exchange rate fluctuations to continue to impact costs and revenues, but we cannot predict the magnitude or direction of this effect for any period, and there can be no assurance of any future effects. In 2019 and 2020, the Canadian dollar fluctuated between a low of US$1.27 in December of 2020 and a high of US$1.45 in March of 2020. Based on operating projections for 2021, if the Canadian dollar strengthens by one cent against the U.S. dollar, we expect that it will decrease our annual operating income by approximately $16 million, and vice versa.
Furthermore, certain monetary assets and liabilities, including a substantial portion of our net pension and other postretirement benefit obligations and our net deferred income tax assets, and certain of our indebtedness, including the Quebec secured term loan facility (or, the “Loan Facility”) are denominated in Canadian dollars. As a result, our earnings and the amounts borrowable under our Loan Facility can be subject to the potentially significant effect of foreign exchange gains or losses in respect of these Canadian dollar net monetary items. A fluctuation of the Canadian dollar against the U.S. dollar in any given period would generally cause a foreign exchange gain or loss or change in the effective availability of the Loan Facility.
The amount by which our pension plans are underfunded could increase the level of required contributions, which could have an adverse impact on our financial condition.
As of December 31, 2020, we had net pension obligations of $1,440 million, of which approximately 78% relates to our registered pension plans in the provinces of Quebec and Ontario, and approximately 22% of which relates to our U.S. qualified pension plan. See Note 16, “Pension and Other Postretirement Benefit Plans,” to our Consolidated Financial Statements, for a description of our pension plan funding obligations, including our unfunded pension obligations.
The amount by which our pension plans are funded or underfunded varies depending upon the return on pension fund investments, the level of interest rates used to determine minimum funding levels, the payments of benefits, and other actuarial assumptions and experience. Variations from our assumptions would cause the actual amount of our required contributions to vary from our current estimates. Any additional contributions to our pension plans to fund potential deficit increases would be required to be paid over a period of time ranging from seven to 11 years depending upon the laws applicable to the funding of the specific pension plan. Any change to laws and regulations applicable to the funding of our pension plans could also increase or decrease our future funding obligations. Similarly, because we make our Quebec and Ontario pension plan contributions in Canadian dollars, the amount of our contributions as stated in U.S. dollars can be subject to the potentially significant effect of foreign currency exchange rate variations. Any such variations could materially affect our cash flows and financial condition, in each case either positively or negatively depending on the direction and magnitude of the variation. In addition, an increase in our net pension obligations could make it more difficult to obtain financing on favorable terms.
It is also possible that regulators, including Canadian provincial pension regulators, could attempt to compel additional funding of certain of our pension plans, including our Canadian registered pension plans, in respect of plan members associated with sites we formerly operated. On June 12, 2012, we filed a motion for directives with the Quebec Superior Court, the court with jurisdiction in the creditor protection proceedings under the Companies’ Creditors Arrangement Act (Canada) (or, the “CCAA Creditor Protection Proceedings”), seeking an order to prevent pension regulators in each of Quebec, New Brunswick, and Newfoundland and Labrador from declaring partial wind-ups of pension plans relating to employees of former operations in
17

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 within those plans, which could reach up to C$150 million ($118 million), would have to be funded if we do not obtain the relief sought. At this time, we cannot estimate the additional contributions, if any, that may be required in future years, but they could be material.
Our operations require substantial capital and we may be unable to maintain adequate capital resources to provide for all of our capital requirements.
Our businesses are capital intensive and require regular capital expenditures in order to maintain our equipment, increase our operating efficiency, comply with environmental laws, and innovate to remain competitive. If our available cash resources and cash generated from operations are not sufficient to fund our operating needs, make pension contributions, and finance our working capital, capital expenditures, and duty cash deposits, we would either need to borrow or reduce or delay capital expenditures. If we cannot maintain or upgrade our equipment as required, we may become unable to manufacture products that compete effectively. An inability to make required capital expenditures in a timely fashion could also have a material adverse effect on our growth, business, financial condition, or results of operations.
The terms of our ABL Credit Facility, our Senior Secured Credit Facility, the indenture governing our 2026 Notes and our Loan Facility could restrict our current and future operations, and changes relating to LIBOR could impact our borrowings under some of these facilities.
The credit agreements governing our senior secured asset-based revolving credit facility (or, the “ABL Credit Facility”), our senior secured credit facility (or, the “Senior Secured Credit Facility”), the indenture governing our 4.875% senior notes due 2026 (or, the “2026 Notes”), and our Loan Facility contain certain restrictive covenants that impose operating, borrowing, and financial restrictions on us and could limit our ability to engage in activities that might be in our long-term best interests. For a description of our ABL Credit Facility, Senior Secured Credit Facility, the indenture governing the 2026 Notes and the Loan Facility, including the covenants and restrictions they contain, see Note 15, “Long-Term Debt,” to our Consolidated Financial Statements.
A breach of the covenants under the ABL Credit Facility, the Senior Secured Credit Facility, the 2026 Notes or the Loan Facility could result in an event of default, which could allow holders and lenders, as the case may be, to accelerate the repayment of their debt and could result in the acceleration of the repayment of any other debt to which a cross-acceleration or cross-default provision applies. An event of default under the ABL Credit Facility, the Senior Secured Credit Facility or the Loan Facility would also allow the lenders to terminate all commitments to extend further credit to us under those facilities. If we were unable to repay amounts due and payable under the ABL Credit Facility, the Senior Secured Credit Facility or the Loan Facility, the lenders would have the right to proceed against the collateral securing the indebtedness. In any of these events, we may seek to refinance our indebtedness, but be unable to do so on commercially reasonable terms. As a result, we could be: limited in how we conduct our business; unable to raise additional debt or equity financing to operate during general economic or business downturns; unable to compete effectively or to take advantage of new business opportunities; or forced to sell assets.
In addition, our borrowings under the ABL Credit Facility and the Senior Secured Credit Facility bear interest at variable rates, primarily based on LIBOR as the reference. LIBOR is subject to national and international proposals for reform that may cause LIBOR to cease to exist after 2021 or to perform differently than in the past. While we expect that reasonable alternatives to LIBOR will be available, we cannot predict the consequences and timing of the development of alternative reference rates, and the transition to an alternative reference rate could result in an increase in our interest expense.
We may be subject to losses that might not be covered in whole or in part by our insurance coverage.
We maintain property, business interruption, credit, general liability, casualty, and other types of insurance, including environmental liability, that we believe are in accordance with customary industry practices, but we are not fully insured against all potential hazards inherent in our business, including losses resulting from human error, cybersecurity issues, natural disasters, war risks, or terrorist acts. As is typical in the industry, we also do not maintain insurance for any loss to our access to standing timber from natural disasters, regulatory changes, or other causes. Changes in insurance market conditions 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 we were to incur a significant liability for which we were not fully insured, we might not be able to finance the amount of the uninsured liability on terms acceptable to us or at all, and might be obligated to divert a significant portion, or all, of our cash flow from normal business operations.
18

We could be required to curtail production, shut down machines or facilities, restructure operations, or sell non-core assets, which could result in recording significant additional closure costs and long-lived asset impairment or accelerated depreciation charges.
As part of our transformation strategy, and in response to changing market dynamics and structurally declining demand for some of our products, it may be necessary to further curtail production, permanently shut down machines and facilities, restructure operations, or sell non-core assets. In addition to the potential loss of production, curtailments and shutdowns could result in asset or goodwill impairments, accelerated depreciation, and closure costs for the affected facilities, including restructuring charges, exit or disposal costs, and remediation and other environmental costs, which could negatively impact our cash flows and materially affect our results of operations and financial condition. The closure of machines or facilities could also trigger the payment of severance, additional pension contributions, or wind-up deficiencies.
Losses related to the impairment of long-lived assets to be held and used are recognized when circumstances, such as continuing losses or demand declines in certain businesses, indicate the carrying value of an asset group may not be recoverable. When indicators that the carrying value of an asset group may not be recoverable are triggered, we evaluate the carrying value of the asset group in relation to its expected undiscounted future cash flows. If the carrying value of an asset group is greater than the expected undiscounted future cash flows to be generated by the asset group, an impairment charge is recognized based on the excess of the asset group’s carrying value over its fair value. If it is determined that the carrying value of an asset group is recoverable, we review and adjust, as necessary, the estimated useful lives of the assets in the group. If there were to be a triggering event, it is possible that we could record significant non-cash long-lived asset impairment or accelerated depreciation charges in future periods, which would be recorded as operating expenses and would negatively impact our results of operations.
We also may be disposing of assets or businesses and be required to recognize additional impairment charges based on the excess of the asset group’s carrying value over the expected net proceeds from the sale, which could materially affect our results of operations and financial condition.
We could be required to record goodwill impairment charges on all or a significant amount of the goodwill on our Consolidated Balance Sheets.
We have goodwill of $31 million recorded in our Consolidated Balance Sheet as of December 31, 2020, all of which arose from our acquisition of the U.S. Sawmill Business. Goodwill represents the excess of the purchase price of an acquisition over the estimated fair values of identifiable tangible and intangible assets of the acquired business. Future acquisitions that we make may also result in significant amounts of additional goodwill. The determination of goodwill involves significant judgment and assumptions including the assessment of the results of the most recent fair value calculations, the identification of macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, specific events affecting us and the business, and making the assessment on whether each relevant factor will impact the impairment test positively or negatively, and the magnitude of any such impact. The carrying value of goodwill is not amortized, and is tested for impairment at the reporting unit’s level annually, or more frequently if events or changes in circumstances indicate a potential impairment loss. In the event that the net carrying amount of the reporting unit exceeds its fair value, an impairment charge is recognized for the amount by which the reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill in that reporting unit.
We could be required to record additional valuation allowances against our recorded deferred income tax assets.
We recorded significant deferred income tax assets relating to our Canadian operations in our Consolidated Balance Sheet as of December 31, 2020. If, in the future, we determine that we are unable to recognize these deferred income tax assets as a result of sustained cumulative losses in our Canadian operations, we could be required to record additional valuation allowances for the portion of the deferred income tax assets that is not more likely than not to be realized. Such valuation allowances, if taken, would be recorded as a charge to income tax provision and would adversely impact our results of operations.
Legal and Compliance Risks
Legal and compliance risks arise from governmental and regulatory action, operations and business conduct, and contractual and other legal liabilities, including risks associated with: international trade regulation; legal proceedings; our shareholder relationships; commitments to customers, suppliers or other stakeholders; and compliance with securities, governance and other laws and regulations, policies and procedures, such as those relating to financial reporting and disclosure obligations, the environment, forest management, health and safety, marketing, product safety and liability, and privacy and antitrust. Governmental and regulatory risk includes the risk that government or regulator actions will impose additional costs on us or cause us to have to change our operations and business models or practices.
19

Products we produce in one country and export to another may become subject to duties or other international trade remedies or restrictions.
We produce products in the U.S. and Canada, and we sell products worldwide. Under international agreements and the domestic trade laws of many countries, trade remedies are available to domestic industries where imports are alleged to be “dumped” or “subsidized” and such imports are alleged to cause material injury, or an imminent threat of injury, to a domestic industry. Under such laws, dumping generally involves selling for export a product at a price lower than that at which the same or similar product is sold in the home market of the exporter, or where the export prices are lower than a value that typically must be at or above the full cost of production (including sales and marketing costs) and a reasonable amount for profit. International trade laws also generally provide that subsidies from governments may be subject to trade remedies under certain circumstances. A trade remedy investigation or proceeding may involve allegations of either dumping, subsidization, or both. 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 duty equal to the amount of dumping or subsidization, as applicable, should be imposed on the importer of the product. However, whether or not consistent with treaty obligations or other applicable law, authorities have imposed assumed or estimated rates on products that may not be related to actual dumping by a particular producer or may not be based on subsidies actually received by the producer. Anti-dumping and countervailing duty orders do not prevent the export or import of the product, but rather require the importer of the product to pay to the government an anti-dumping duty or countervailing duty, or a deposit on estimated anti-dumping duties or countervailing duties, as applicable. The imposition of additional anti-dumping duties, countervailing duties, deposit requirements in respect of estimated duties, or any other trade remedy on one or more of our products could materially affect our cash flow, and the competitive position of our operations relating to the affected product.
In addition to risks related to the trade remedies discussed above, a country could impose taxes or tariffs on some or all imported products, whether or not consistent with existing trade treaties or agreements, and trade treaties, agreements and arrangements may be renegotiated or terminated, or one or more countries that are parties may withdraw. Such actions with respect to trade treaties, agreements, or arrangements taken by any country where we sell our products internationally, could materially affect our cash flow, and the competitive position of our operations relating to the affected products.
We are subject to countervailing and anti-dumping duty orders on the vast majority of our U.S. imports of softwood lumber products produced at our Canadian sawmills, which could materially affect our operations and cash flows.
The vast majority of our U.S. imports of softwood lumber products produced at our Canadian sawmills are subject to orders requiring us to pay cash deposits to the U.S. for estimated countervailing and anti-dumping duties. These cash deposit requirements are the result of petitions filed by U.S. softwood lumber products producers and forest landowners with the U.S. Department of Commerce (or, “Commerce”) and the U.S. International Trade Commission.
No such deposits paid to the U.S. will be converted into actual countervailing duties or anti-dumping duties unless and until all appeals of final determinations and orders have been exhausted. We requested and participated in the first and second administrative reviews and could remain subject to annual administrative reviews for five or more years following the initial Commerce orders.
We have been required to pay cash deposits for estimated countervailing duties and anti-dumping duties on the vast majority of our U.S. imports of softwood lumber products produced at our Canadian sawmills, since April 28, 2017, and June 30, 2017, respectively. As of December 31, 2018, the rates for such estimated countervailing and anti-dumping duties were 14.70% and 3.20%, respectively. Commerce issued its final results in the countervailing duties first administrative review on December 1, 2020 and its final results in the anti-dumping first administrative review on November 30, 2020 and established our new rates at 19.10% for countervailing duties and 1.15% for anti-dumping duties. These rates will apply until Commerce sets new duty rates in subsequent administrative reviews, or new rates may be set through a remand determination by a United States-Mexico-Canada Agreement binational panel (or, “Panel”) on appeal. Through December 31, 2020, our aggregate cash deposits paid to the U.S. for all affected products totaled $243 million.
We 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 our U.S. imports of softwood lumber products from our Canadian sawmills are subject to countervailing or anti-dumping cash deposit requirements or duty requirements, our cash flows and the competitive position of those products and our related Canadian operations could be materially affected.
20

Any failure to comply with laws and regulations could require us to incur or record additional liabilities and adversely affect our results of operations.
We are subject to a variety of foreign, federal or national, state, provincial, and local laws and regulations dealing with financial reporting and disclosure obligations, corporate governance, antitrust, customs and trade, employees, contractors, transportation, taxes, timber and water rights, pensions, benefit plans, workplace health and safety, 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 differing interpretation, and the requirements of laws and regulations of different countries and jurisdictions in which we operate, have sales or otherwise do business, or in which our securities trade or in which our security holders reside, may differ or be inconsistent with one another. 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 us and adversely affect our results of operations. In addition, noncompliance with laws and regulations, especially those related to the environment and Indigenous peoples, could significantly damage, and require us to spend substantial amounts of money to rebuild our reputation.
In addition, our 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 we retain to provide services. For example, our compliance with customs requirements for international shipments depends in part on compliance by our customs brokers, sureties, transportation companies, and external advisors, in addition to our own employees and consultants, and we 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 we strive to comply with laws and regulations applicable to us, no company, including ours, 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 our results of operations.
As an owner of real estate and industrial facilities, we could be required to incur or record additional environmental and related health and safety liabilities.
As an owner and operator of real estate and industrial facilities, we are subject to a wide range of general and industry-specific laws and regulations relating to pollution and the protection of the environment, as well as several requirements stipulated in our facilities’ permits, including those governing air emissions, water usage, wastewater discharges, the storage, management and disposal of regulated substances and waste, the investigation and clean-up of contaminated sites, landfill and wastewater treatment system operation and closure, forest management and operations, endangered species and their habitat, health and safety, carbon pricing and climate change. Changes to our operations and costs to comply with these laws and regulations may increase as the requirements of these laws and regulations evolve. Noncompliance with these regulations or permit conditions can result in significant civil, administrative or criminal fines or penalties, or regulatory or judicial orders enjoining or curtailing operations. This may include liability under environmental laws for cleanup, improvement or change of pollution control equipment, and other costs and damages, including investigation costs, tort liability and damages to natural resources, resulting from past or present spills, releases or threats of releases of regulated substances and waste on or from our current or former properties or operations. We 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 our current or former properties or injuries. We may incur liability under these laws without regard to whether we knew of, were responsible for, or owned the property at the time of, any exposure, spill, release or threats of releases of any regulated substances or waste on or from any current or former property, or at properties where we arranged for the disposal of regulated materials or waste. Claims or liability may also arise out of currently unknown environmental conditions, obligations arising as a result of new or revised rules or regulations (e.g. regulation of perfluoroalkyl or polyfluoroalkyl substances, or “PFAS”) or aggressive enforcement efforts by government regulators, public interest groups or private parties. As a result, we may be required to incur or record additional environmental or related health and safety liabilities.
Our international sales and operations are subject to applicable laws relating to trade, export controls, and foreign corrupt practices, the violation of which could adversely affect our operations.
As a result of our international sales and operations, we are required to comply with trade and economic sanctions and other restrictions imposed by the U.S., Canada, and other governments or organizations. We are also subject to the U.S. Foreign Corrupt Practices Act, the Corruption of Foreign Public Officials Act (Canada), the United Kingdom Bribery Act 2010 and other anti-bribery laws that generally bar bribes or unreasonable gifts to foreign governments or officials and, in some jurisdictions, to other commercial parties. Changes in trade sanctions laws could restrict our business practices, including cessation of business activities in sanctioned countries or with sanctioned entities, and may result in modifications to compliance programs. Violations of these laws or regulations could result in sanctions, including fines, loss of authorizations
21

needed to conduct our international business, and other penalties, as well as result in a default under certain of our financing agreements, each of which could adversely impact our business, operating results, and financial condition.
We are 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 our financial condition.
We 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 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, intellectual property, financial reporting and disclosure obligations, corporate governance, Indigenous peoples’ claims, antitrust, governmental regulations, and other matters. In addition to claims against us and our consolidated subsidiaries, these matters may involve claims asserted by others against unconsolidated partnerships and joint ventures in which we have an interest. Although the final outcome of these matters is subject to many variables and cannot be predicted with any degree of certainty, we regularly assess the status of the matters and establish provisions (including legal costs expected to be incurred) when we believe an adverse outcome is probable, and the amount can be reasonably estimated. Legal proceedings that we believe could have a material adverse effect if not resolved in our favor, or that we believe to be significant, are discussed in Item 3 of this Form 10-K and in Note 18, “Commitments and Contingencies – Legal matters” to our Consolidated Financial Statements. However, our reports do not disclose or discuss all matters of which we are aware. If our assessment of the probable outcome or materiality of a matter is not correct, we may not have made adequate provision for such loss and our financial condition, cash flows, or results of operations could be adversely impacted.
In addition, if a loss resulting from an adverse outcome in connection with a matter were to affect the solvency of certain of our subsidiaries or remain unpaid for certain periods, it could result in a default under the ABL Credit Facility, the Senior Secured Credit Facility, or the indenture governing the 2026 Notes and the Loan Facility. For additional information, see “Financial Risks – The terms of our ABL Credit Facility, our Senior Secured Credit Facility, the indenture governing our 2026 Notes and our Loan Facility could restrict our current and future operations, and changes relating to LIBOR could impact our borrowings under some of these facilities” above.
Some matters that we may be involved in from time to time result from claims brought by us against third parties, including customers, suppliers, shareholders, 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 our relationships with those and other third parties.
There is a shareholder who owns a substantial percentage of our common stock, and its interests could differ from those of other stockholders, and its actions could affect the price of our common stock.
There is a shareholder who owns a substantial percentage of the outstanding shares of our common stock, and could increase its percentage ownership even further. This shareholder could be in a position to influence the outcome of actions requiring shareholder approval, including, among other things, the election of board members. The concentration of ownership could also facilitate or hinder a negotiated change of control and consequently, impact the value of our common stock. In addition, the possibility that this shareholder may sell all or a large portion of our common stock in a short period of time may adversely affect the trading price of our common stock.
22

ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Information regarding our owned properties is included in Item 1, “Business.”
In addition to the properties that we own, we also lease under long-term leases office and manufacturing premises, machinery, chemical equipment, office equipment, and rail cars, have water rights on certain government-owned waters, and have harvesting rights or timber supply guarantees with respect to certain government-owned land. For additional information, see Note 12, “Operating Leases” and Note 18, “Commitments and Contingencies – Commitments,” to our Consolidated Financial Statements.
We hold the properties that we own or lease, and the rights and supply guarantees described above, through various operating subsidiaries, including our principal U.S. operating subsidiary, Resolute FP US Inc., and our principal Canadian operating subsidiary, Resolute FP Canada Inc. For a list of our subsidiaries as of December 31, 2020, see Exhibit 21.1, “Subsidiaries of the registrant,” of this Form 10-K.
The obligations under the Senior Secured Credit Facility are secured by a first priority mortgage on the real property of our Calhoun facility and a first priority security interest on the fixtures and equipment located therein. On November 13, 2019, a legal hypothec in the amount of C$30 million ($24 million) was registered on our Saint-Félicien immovable and movable property, for more information see Note 18, “Commitments and Contingencies – Legal matters – Fibrek acquisition,” to our Consolidated Financial Statements.
ITEM 3. LEGAL PROCEEDINGS
See the description of our material pending legal proceedings in Note 18, “Commitments and Contingencies – Legal matters,” to our Consolidated Financial Statements, which is incorporated in this “Item 3 – Legal Proceedings” by reference.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
23

PART II
ITEM 5.    MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock trades under the stock symbol “RFP” on both the NYSE and the TSX. As of January 29, 2021, there were 2,377 holders of record of our common stock.
We did not declare or pay any dividends on our common stock in 2020 or 2019. Any future determination to pay dividends will be at the discretion of the board of directors and will be dependent on then-existing conditions, including our financial condition, results of operations, capital requirements, contractual and legal restrictions, business prospects and other factors that the board of directors considers relevant. Our debt agreements contain restrictions on our ability to pay dividends and repurchase shares, as further described in Note 15, “Long-Term Debt,” to our Consolidated Financial Statements.
On March 2, 2020, our board of directors authorized a share repurchase program of up to 15% of our common stock, for an aggregate consideration of up to $100 million. In 2020, we repurchased 6.9 million shares at a cost of $30 million under this program. In 2019, we repurchased 4.8 million shares at a cost of $24 million, completing our $150 million share repurchase program launched in 2012.
The following table sets forth information about our stock repurchases for the three months ended December 31, 2020:
Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1)
October 1 to October 31 1,066,988  $ 4.71  1,066,988  $ 75,866,143 
November 1 to November 30 877,799  $ 4.92  877,799  $ 71,546,792 
December 1 to December 31 191,029  $ 5.69  191,029  $ 70,460,359 
Total 2,135,816  $ 4.88  2,135,816  $ 70,460,359 
(1)$100 million share repurchase program launched in 2020.
See Part III, Item 12 of this Form 10-K, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” for information regarding our equity compensation plan.
24

The following graph compares the cumulative total return attained by shareholders of our common stock versus the cumulative total returns of the Standard & Poor’s 500 (or, the “S&P 500”) index and the Peer Group (as defined below), since December 31, 2015. The graph tracks the performance of a $100 investment in our common stock, in the S&P 500 index, and in the Peer Group on December 31, 2015 (with the reinvestment of all dividends) to December 31, 2020. The stock price performance included in the graph is not necessarily indicative of future stock price performance.
RFP-20201231_G1.JPG
(1)The information contained in this stock performance graph shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (or, the “Exchange Act”), except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act of 1933, as amended, or the Exchange Act.
(2)The group of individual peer companies comprising the peer group (or, the “Peer Group”) are: Clearwater Paper Corporation, Domtar Corporation, Verso Corporation, Mercer International Incorporated, Rayonier Advanced Materials, Canfor Corporation, Interfor Corporation, Western Forest Products Inc and West Fraser Timber Company Limited. Conifex Timber Incorporated is no longer considered in the Peer Group.
25

ITEM 6. SELECTED FINANCIAL DATA
The following table presents a summary of historical consolidated financial information for each of the last five years and should be read in conjunction with Items 7 and 8 of this Form 10-K. The selected financial information for the years ended December 31, 2020, 2019 and 2018, and as of December 31, 2020 and 2019, under the captions “Statement of Operations Data,” “Segment Sales Information,” “Statement of Cash Flows Data” and “Financial Position” shown below has been derived from our audited Consolidated Financial Statements.
Years Ended December 31,
(In millions, except per share amounts) 2020 2019 2018 2017 2016
Statement of Operations Data
Sales $ 2,800  $ 2,923  $ 3,756  $ 3,513  $ 3,545 
Operating income (loss) $ 99  $ 17  $ 379  $ 42  $ (18)
Net income (loss) including noncontrolling interests $ 10  $ (47) $ 235  $ (78) $ (76)
Net income (loss) attributable to Resolute Forest Products Inc. $ 10  $ (47) $ 235  $ (84) $ (81)
Basic net income (loss) per share attributable to Resolute Forest Products Inc. common shareholders $ 0.12  $ (0.51) $ 2.57  $ (0.93) $ (0.90)
Diluted net income (loss) per share attributable to Resolute Forest Products Inc. common shareholders $ 0.12  $ (0.51) $ 2.52  $ (0.93) $ (0.90)
Dividend declared per common share $   $ —  $ 1.50  $ —  $ — 
Segment Sales Information
Market pulp $ 668  $ 797  $ 1,085  $ 911  $ 836 
Tissue 173  165  130  81  89 
Wood products 1,025  616  823  797  596 
Paper 934  1,345  1,718  1,724  2,024 
  $ 2,800  $ 2,923  $ 3,756  $ 3,513  $ 3,545 
Statement of Cash Flows Data
Net cash provided by operating activities $ 334  $ 85  $ 435  $ 158  $ 81 
Cash invested in fixed assets $ 78  $ 113  $ 155  $ 164  $ 249 
Disposition of assets $ 14  $ $ 336  $ 21  $
As of December 31,
(In millions, except otherwise indicated) 2020 2019 2018 2017 2016
Financial Position
Fixed assets, net $ 1,441  $ 1,459  $ 1,515  $ 1,716  $ 1,842 
Total assets $ 3,730  $ 3,626  $ 3,935  $ 4,147  $ 4,227 
Total debt $ 561  $ 449  $ 645  $ 789  $ 762 
Additional Information
Number of employees 7,100  6,700  7,400  7,700  8,300 
26

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following management’s discussion and analysis is intended to help the reader understand Resolute Forest Products, our results of operations, cash flows and financial condition. The discussion is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying notes (or, the “Consolidated Financial Statements”) contained in Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K (or, “Form 10-K”).
When we refer to “Resolute Forest Products,” “Resolute,” “we,” “our,” “us,” or the “Company,” we mean Resolute Forest Products Inc. with its subsidiaries, either individually or collectively, unless otherwise indicated.
OVERVIEW
Resolute Forest Products is a global leader in the forest products industry with a diverse range of products, including market pulp, tissue, wood products, and paper, which are marketed in over 50 countries. The Company owns or operates some 40 facilities, as well as power generation assets, in the U.S. and Canada. We produce lumber in the U.S. and Canada, and we are the largest producer of wood products east of the Canadian Rockies, the largest producer of uncoated mechanical papers in North America, and a competitive pulp producer in North America. We are also a leading global producer of newsprint and an emerging tissue producer. Resolute has third-party certified 100% of its managed woodlands to internationally recognized sustainable forest management standards.
We report our activities in four business segments: market pulp, tissue, wood products, and paper. We believe an integrated approach across these segments maximizes value creation for our Company and stakeholders.
We are guided by our vision and values, focusing on safety, sustainability, profitability, accountability, and teamwork. We believe we can be distinguished by the following competitive strengths:
Competitive cost structure combined with diversified and integrated asset base
large-scale and cost-effective operations, including significant internal energy production from cogeneration and hydroelectric facilities, which support our value proposition;
control over fiber transformation chain from standing timber to end-product for the majority of our offering;
nearly 100% of our products sourced from high-quality virgin fiber;
harvesting rights for the majority of fiber needs in Canada; and
sophisticated logistics capabilities to meet demanding customer expectations.
Solid balance sheet
favorable pricing and flexibility under borrowing agreements together with our liquidity levels support ability to weather challenging market cycles and to execute our transformation strategy;
significant tax assets to defer cash income taxes and provide synergies to execute this strategy; and
customers benefit from a financially stable and reliable business partner in a challenging industry.
Seasoned management team
deep industry expertise, with influential leaders in forestry, operations, environmental risk management and public policy;
culture of accountability, encouraging transparency and straightforwardness; and
core identity tied to renewable resources we harvest in a truly sustainable manner.
27

Our Business
Products
For information on our products, see Part I, Item 1, “Business – Products” of this Form 10-K.
Strategy and highlights
Our corporate strategy is focused on continuing to transform the Company away from mature product markets and products in structurally declining markets toward a more profitable and sustainable organization over the long run, founded on a competitive portfolio of manufacturing assets and a solid presence in long-term growth markets. Our strategy is to drive value creation by growing in pulp and wood products, integrating our pulp into value-added quality tissue, investing in product innovation, and maximizing cash generation from our paper assets, while maintaining a disciplined approach to capital allocation.
Growing in pulp and wood products
Market pulp and wood products are core segments for the Company, and we believe in their long-term, sustained growth potential. We are confident in our ability to generate attractive returns for shareholders as operators of these assets. Our strategy is to take an opportunistic approach to these strategic initiatives, such as:
spending to improve productivity and/or lower costs;
investing selectively in organic expansions; and
pursuing opportunistic strategic acquisitions.
For example, in 2020, we acquired three sawmills in the U.S. South, with combined production capacity of 550 million board feet once ramped-up, giving us immediate scale in an attractive region and providing an opportunity to create value by maintaining appropriate working capital and by deploying our operational expertise in sawmilling, with a focus on reliability, productivity and safety.
Integrating our pulp into value-added quality tissue
We entered the tissue market in 2015 with the construction of a greenfield tissue facility at our Calhoun (Tennessee) site and the acquisition of two tissue mills and a recovered paper facility in Florida. The purpose of our diversification into tissue is to add value with the integration of our market pulp, particularly as printing and writing demand for pulp continues to decline. We also believe that the tissue business will provide a more stable source of revenue and profitability.
Our tissue operations are almost entirely supplied from our pulp mills, creating synergies and minimizing risks associated with cyclical market pulp pricing. For our Calhoun tissue facility, pulp is transferred directly as slush pulp into the tissue operation, reducing process, energy, handling and logistics costs. Equipped with three modern converting lines sized specifically for the tissue machine, our Calhoun tissue facility mostly sells converted products that target the fast growing premium private-label markets in the U.S.
In December 2020, we completed the acquisition of a tissue converting facility located in Hagerstown, Maryland, with three bath tissue and towel converting lines. The Hagerstown assets will improve converting capacity, extend the Company's product offering and expand its territory in the attractive Northeast market.
28

Investing in product innovation
Fiber from trees is renewable, reusable and fossil-free, and we believe that it can serve as a core pillar in the ongoing shift away from fossil-based materials toward renewable alternatives. With our large-scale access to high-quality fiber, our expertise in managing its value-transformation chain and our strategically-located manufacturing facilities, we believe in investing in our business to build a competitive forest products company for the future.
For example, today we manufacture wood pellets used in renewable energy production from sawmill byproducts and, in partnership with a leading industry research organization, we recently launched an innovative pilot bio-refinery plant to produce lignin and cellulosic sugars for uses such as wood adhesives, animal feed and composites. In early 2020, we also announced the construction of a commercial plant to produce cellulose filaments, a new sustainable biomaterial derived from wood fiber that can be integrated into commercial and consumer products for many industries, including transportation, construction and energy, increasing the resistance and durability of those products. The cellulose filaments will be marketed with the help of Performance BioFilaments Inc., a joint venture established in 2014 by Resolute and Mercer International Inc., dedicated to the development of non-traditional applications for cellulose filaments.
We see certain megatrends around evolving customer preferences toward more renewable alternatives, urbanization and demographic changes that could open opportunities for our Company in value-added engineered wood products to capitalize on the growing role of wood in multi-family residential and commercial construction, as well as innovative fiber-derived products.
Maximizing cash generation from paper assets
Our high quality paper assets position us to compete effectively in the industry. This segment remains an important part of our business, generating cash to help finance our transformation strategy. In order to remain competitive in mature and declining markets that our paper operations face, we strive to consistently:
maintain a stringent focus on controlling costs and optimizing our performance;
manage production and inventory levels; and
focus production at our most profitable and lower-cost facilities and machines.
Disciplined approach to capital allocation
As we operate in a capital-intensive and cyclical industry, we believe that the proper allocation of capital is a top priority, and that it should be done in a disciplined manner, with a view to maximize free cash flow through the business cycle and to generate attractive returns for our shareholders. Accordingly, we:
spend our capital in a disciplined, strategic and focused manner, concentrating on our most competitive sites and the highest-return projects;
explore value-creating opportunities for incremental organic growth projects, segment extensions, bolt-on acquisitions, position-repurposing activities, divestitures, investments, join ventures, capital market transactions and other similar transactions in order to calibrate and maximize the efficiency of our allocation of capital and other resources and optimize the value of our business;
seek to maintain solid financial liquidity that over time is sufficient to support the evolution of our transformation strategy;
based on market conditions, seek to retire, repay or refinance our outstanding indebtedness with a view to reducing costs and enhancing our financial flexibility; and
return excess capital over time to our shareholders through dividends and share repurchases.
29

Here is a summary of some of our key strategic initiatives since 2014:
RFP-20201231_G2.JPG
(1)With the acquisition of Atlas Paper Holdings, Inc. and its subsidiaries (or, “Atlas”), we gained an immediate position in the North American consumer tissue market and access to a customer base to accelerate the sale and distribution of our Calhoun tissue production.
(2)Incremental pulp capacity from the pulp digester serves in part to supply slush pulp to our Calhoun tissue machine.
(3)The acquisition of three sawmills in the U.S. South from Conifex Timber Inc., with combined production capacity of 550 million board feet, gives us immediate scale in an attractive region, with quality assets in a rich fiber basket, close to growing end-markets. The facilities produce construction-grade dimensional lumber and decking products from locally sourced southern yellow pine for distribution within the U.S.
(4)Subsequent to year-end 2020, we issued $300 million unsecured senior notes due in 2026 with a 4.875% coupon, the proceeds of which, together with cash on hand, were used to redeem the $375 million aggregate principal amount of our 5.875% senior notes due in 2023.
Sustainable development and performance
Our sustainability strategy is based on a balanced approach to environmental, social and economic performance, designed to enhance our competitive position. It is supported by public commitments in a number of key performance areas, focusing primarily on:
improving resource efficiency, which helps control wood fiber, chemical, and energy costs, three significant input costs in our industry;
moving beyond regulatory compliance and environmental incident management to differentiate ourselves as an environmental supplier of choice;
positioning Resolute as a competitive employer; and
building solid relations in our operating communities.
The overall responsibility for our sustainability performance resides with our president and chief executive officer, while we rely on our corporate sustainability committee to support the delivery of our key commitments and to implement related plans.
30

As an industry leader, we are committed to maintaining effective sustainability oversight and management practices, and have moved beyond already rigorous regulatory compliance and environmental incident management to commit to transparency and annual sustainability reporting. The environmental, health and safety committee of the board of directors of the Company periodically reviews the Company’s strategies, activities, policies and communications regarding sustainability and other related matters, and makes recommendations to the board.
Our recent key sustainability achievements include:
Achieving world-class safety performance, close to the targets we set at the beginning of the year, even with the integration of our three new U.S. sawmills. The Company’s Occupational Safety and Health Administration (OSHA) incident rate was 0.62 for the year, with a severity rate of 16.8. Safety is our first priority, and we strive for zero injuries.
Achieving an 83.4% reduction in absolute greenhouse gas (or, “GHG) emissions (scope 1 and 2) compared to 2000 levels, and setting a new target to reduce absolute GHG emissions by 30% against 2015 levels by 2025.
Sourcing three quarters of our energy from renewable sources, and producing one third of the energy we consume internally.
Announcing the construction of a $20 million commercial cellulose filament plant, slated for completion in 2022, at our Kénogami (Quebec) paper mill. Cellulose filaments, a sustainable biomaterial derived from wood fiber, are manufactured entirely from renewable sources, resulting in a low carbon footprint.
Continuing implementation of a $45 million strategic investment plan at our Saint-Félicien pulp mill to improve the operation, increase average daily production capacity, and reduce GHG emissions from the use of fossil fuels by 20%, or approximately 35,000 metric tons of CO2 equivalents per year.
Increasing the energy efficiency of our facilities and lowering GHG emissions, including an initiative at our Dolbeau paper mill to decrease the use of the auxiliary boiler fueled with bunker C oil, equivalent to a reduction of 1,600 metric tons of CO2 equivalents per year.
Deploying a carbon capture unit and ancillary equipment at our Saint-Félicien pulp mill to improve growth rates at Toundra Greenhouse, a state-of-the-art vegetable-growing complex in which we hold a 49% interest, and announcing its third expansion since opening in 2016: a $39 million investment that will create 55 new jobs, in addition to consolidating Toundra Greenhouse’s position as a major player in the province’s greenhouse industry.
Maintaining certification of 100% of Resolute-owned or managed woodlands to at least one internationally recognized forest management standard (Sustainable Forestry Initiative®, or “SFI®”, and Forest Stewardship Council®, or “FSC®”). As a result, our commitments extend well beyond strict compliance with applicable forestry regulations, which in Quebec and Ontario are already among the most – if not the most – rigorous in the world.
Maintaining internationally recognized chain of custody certifications at 100% of our certified manufacturing facilities (SFI, FSC, and Programme for the Endorsement of Forest Certification, or “PEFC™”), and completing multisite chain of custody certification for all of our tissue mills, including our Calhoun tissue operation.
Deploying our Regional Supplier Registry web portal to support the development of local, regional and Indigenous business in our Quebec operating communities as part of our commitment to further integrate sustainability practices into our procurement process.
Continuing to report climate change, water security and forests disclosures to CDP, as we have done since 2006. We received an “A-” for our forests disclosures – the highest score achieved in this category by any North American forest products company – placing us at the leadership level and reflecting environmental best practices. We maintained management level scores for our climate change (“B-”) and water security (“B”) disclosures, reflecting the actions we have taken to evaluate and manage our risks in these categories. Full disclosures and scores are available on CDP’s website (www.cdp.net), though this information is not incorporated by reference into this Form 10-K and should not be considered part of this or any other report that we file with or furnish to the U.S. Securities and Exchange Commission (or, the “SEC”).
Continuing to implement our proactive approach to environmental management by beating our class 1 and 2 environmental incident target, recording 13 incidents in 2020, and maintaining ISO 14001:2015 environmental management system certification at 100% of our certified operations.
Making new environmental commitments to include our wood products facilities in the Company’s GHG emissions inventory by 2022, develop scope 3 GHG emission commitments by working with suppliers and other stakeholders, and record fiber losses of no more than 40 kg per metric ton of production.
31

Completing a consultative process of our internal and external stakeholders in order to assess, review and update our shared priorities, which inform our sustainability strategy and public commitments.
Adopting a board-level diversity policy striving to maintain a minimum of 25% representation each of men and women, as well as an executive leadership-level diversity policy acknowledging diversity as a key factor in the Company’s talent management strategy. Currently there are two women on the board representing 29% of its membership.
Updating our Information Technology Security Policy, adopting a three-year continuous improvement strategy for managing data security and privacy, and making a commitment to review the strategy annually.
Training 100% of all new employees on the Company's Code of Business Conduct, and committing to review it, as well as our Ethics Reporting Policy, on an annual basis.
Ensuring 100% of our operations reported their community outreach activities, including active engagement of union officials, employees, mayors and other community leaders, Indigenous partners, small community business owners, customers, and representatives of governments at various levels.
Maintaining long-term consultative and business relationships with close to 40 Indigenous communities and organizations.
Achieving our annual commitment to making community and charitable contributions of more than $1 million by contributing $1.1 million toward various community organizations, as well as more than $420,000 toward scholarships and research grants.
In addition to maintaining information resources such as BorealForestFacts.com and The Resolute Blog, we maintained a social media presence with platforms such as Forum boréal and Boreal Forum. The information contained on or connected to BorealForestFacts.com , The Resolute Blog and the Forum boréal and Boreal Forum social media platforms is not incorporated by reference into this Form 10-K and should not be considered part of this or any other report that we file with or furnish to the SEC.
Other sustainability performance indicators and disclosures prepared in accordance with the Global Reporting Initiative’s GRI Standards are available on our website (www.resolutefp.com/sustainability). We have reported publicly in accordance with GRI since 2010. Such sustainability disclosures on our website are not incorporated by reference into this Form 10-K and should not be considered part of this or any other report that we file with or furnish to the SEC.
Our sustainability achievements have been recognized by independent organizations. In 2020, we received extensive regional, North American and global recognition for excellence and leadership in corporate social responsibility and sustainable development. Some of the more noteworthy awards include:

The Environment + Energy Leader top project of the year award for our Thunder Bay thermomechanical pulp biorefinery (July 21, 2020);
The Business Intelligence Group’s BIG Award for Business for green company of the year in the enterprise/manufacturing category (November 10, 2020);
The American Forest & Paper Association’s leadership in sustainability award in the energy efficiency/greenhouse gas reduction (large company) category for the second consecutive year (November 13, 2020); and
In partnership with FPInnovations and Performance BioFilaments, a partnership award at the ADRIQ (Association pour le développement de la recherche et de l'innovation du Québec) Innovation Awards for our commercial plant specializing in the production of cellulose filaments at the Kénogami paper mill (November 19, 2020).
For a complete list of Resolute’s public sustainability commitments, visit our corporate website at www.resolutefp.com/sustainability. The commitments on our website are not incorporated by reference into this Form 10-K and should not be considered part of this or any other report that we file with or furnish to the SEC.

32

Power generation
We produce electricity at six cogeneration facilities and seven hydroelectric dams. The output is consumed internally or sold under contract to third parties. This allows us to reduce our costs by generating energy internally at a lower cost compared to open market purchases, and by producing revenue from external sales.
This table provides a breakdown of the output capacity (based on installed capacity and operating expectations in 2021) available for internal consumption at our existing production facilities:
  
  
Energy
INTERNAL CONSUMPTION Type Capacity
(MW)
Consumption
(MWh/Year)
Calhoun (Tennessee) Cogeneration 64  337,000 
Coosa Pines (Alabama) Cogeneration 25  155,000 
Hydro Saguenay (Quebec) (7 dams) Hydroelectric 170  1,174,000 
Thunder Bay (Ontario) Cogeneration 25  192,000 
We estimate that the approximate annualized cost savings to our operations attributable to internal consumption from our cogeneration assets and hydroelectric facilities is between $40 million and $45 million.
The table below shows the facilities where we currently produce electricity to sell externally as green power produced from renewable sources at favorable rates, almost all of which we buy back at lower rates for use in our operations:
  
  
Energy
EXTERNAL SALES Type Capacity
(MW)
Annualized Sales
(MWh/Year)
Dolbeau (Quebec) Cogeneration 28  193,000 
Gatineau (Quebec) Cogeneration 15  106,000 
Saint-Félicien (Quebec) Cogeneration 43  290,000 
Thunder Bay (Quebec) Cogeneration 65  431,000 
External sales generated from our cogeneration assets reduced cost of sales, excluding depreciation, amortization and distribution costs (or, “COS”), by $38 million, $36 million and $37 million for the years ended December 31, 2020, 2019 and 2018, respectively.
33

2020 Overview
Impact of the COVID-19 pandemic
We have sustained operations across all of our business segments through the COVID-19 pandemic, but we had to take certain measures in the face of the dramatic reduction in economic activity, particularly for marketing-dependent products like newspapers, inserts, flyers and commercial paper. We continue to focus on key short-term priorities, including: operating under rigorous protocols around the health and safety of our employees, contractors and suppliers; reducing our paper production consistent with the dramatic decrease in economic activity affecting demand; maintaining disciplined liquidity management; monitoring customer credit risk; and controlling spending around selling, general and administrative (or, “SG&A”) expenses and capital expenditures. Specifically, as of December 31, 2020, we have reduced our operational footprint by temporarily idling paper machines representing in aggregate 28% of our run-rate capacity (equivalent to 48,000 metric tons per month). This decision led to workforce reductions and spending limitations or deferrals. We continue to monitor the market to adjust our capacity to market conditions.
Temporary idling of Amos and Baie-Comeau facilities
Due to the overall decrease in demand for newsprint, accelerated by the economic context surrounding the COVID-19 pandemic, the Amos (Quebec) and Baie-Comeau (Quebec) paper mills have been temporarily idled since April 2020. As a result, we reassessed the remaining useful lives of the fixed assets and recognized an accelerated depreciation charge of $38 million and recognized additional provisions of $17 million. These charges are recorded in “Closure costs, impairment and other related charges” in our Consolidated Statement of Operations for the year ended December 31, 2020. We also recognized inventory write-downs of $25 million recorded in “Cost of sales, excluding depreciation, amortization and distribution costs” in our Consolidated Statement of Operations for the year ended December 31, 2020.
Business acquisition
On February 1, 2020, we acquired from Conifex Timber Inc. all of the equity securities and membership interests in certain of its subsidiaries, the business of which consists mainly in the operation of three sawmills and related assets in Cross City (Florida) and in Glenwood and El Dorado (Arkansas) (or, the “U.S. Sawmill Business”). The U.S. Sawmill Business acquired produces construction-grade dimensional lumber and decking products from locally-sourced southern yellow pine for distribution within the U.S. This acquisition diversified our lumber production, and increased our operating capacity in the U.S. South. The fair value of the consideration, paid in cash, for the acquired U.S. Sawmill Business was $173 million. For more information, see Note 3, “Business Acquisition,” to our Consolidated Financial Statements.
Liquidity and capital resources
On November 4, 2020, our Canadian subsidiary, Resolute FP Canada Inc., entered into a secured delayed draw term loan facility (or, the “Loan Facility”) with Investissement Québec as lender, for up to C$220 million ($173 million, based on the exchange rate in effect on December 31, 2020), with an availability of C$165 million ($130 million) as at December 31, 2020, subject to certain conditions. As of December 31, 2020, the Loan Facility was undrawn.
On February 2, 2021, we completed the private offering (or, the "Offering") of $300 million aggregate principal amount of our 4.875% senior notes due 2026 (or, the “2026 Notes”) at an issue price of 100%. We used the net proceeds of the Offering, together with cash on hand, to redeem all of the outstanding $375 million aggregate principal amount of our 5.875% senior notes due 2023 (or, the “2023 Notes”), at a price of 100% of the aggregate principal amount thereof, plus accrued and unpaid interest to, but not including, the redemption date. The redemption of the 2023 Senior Notes occurred on February 18, 2021.
See below under “Liquidity and Capital Resources – Capital Resources” for more information.
Share repurchase program
On March 2, 2020, our board of directors authorized a share repurchase program of up to 15% of our common stock, for an aggregate consideration of up to $100 million. During the year ended December 31, 2020, we repurchased 6.9 million shares at a cost of $30 million under this program.
34

2020 vs. 2019
Our operating income was $99 million during the year, compared to $17 million in 2019. Excluding special items, we generated operating income of $169 million in 2020, compared to $46 million in 2019. Special items are described below.
Our net income in 2020 was $10 million, or $0.12 per diluted share, compared to net loss of $47 million, or $0.51 per share, in 2019. Our net income for 2020, excluding special items, was $56 million, or $0.65 per diluted share, compared to net loss of $46 million, or $0.50 per share, in 2019.
Year Ended December 31, 2020
Operating Income Net Income EPS
(In millions, except per share amounts)
GAAP, as reported $ 99  $ 10  $ 0.12 
Adjustments for special items:
Closure costs, impairment and other related charges 53  53  0.61 
Inventory write-downs related to closures 25  25  0.29 
Start-up costs 0.03 
Net gain on disposition of assets (11) (11) (0.13)
Other expense, net —  0.05 
Income tax effect of special items —  (28) (0.32)
Adjusted for special items (1)
$ 169  $ 56  $ 0.65 
Year Ended December 31, 2019 Operating Income Net Loss EPS
(In millions, except per share amounts)
GAAP, as reported $ 17  $ (47) $ (0.51)
Adjustments for special items:
Closure costs, impairment and other related charges 18  18  0.19 
Inventory write-downs related to closures 13  13  0.14 
Net gain on disposition of assets (2) (2) (0.02)
Non-operating pension and other postretirement benefit credits —  (47) (0.51)
Other expense, net —  22  0.24 
Income tax effect of special items —  (3) (0.03)
Adjusted for special items (1)
$ 46  $ (46) $ (0.50)
(1)Operating income (loss), net income (loss) and net income (loss) per share (or, “EPS”), in each case as adjusted for special items, are not financial measures recognized under U.S. generally accepted accounting principles (or, “GAAP”). We calculate operating income (loss), as adjusted for special items, as operating income (loss) from our Consolidated Statements of Operations, adjusted for items such as closure costs, impairment and other related charges, inventory write-downs related to closures, start-up costs, and gains and losses on disposition of assets that are excluded from our segment’s performance from GAAP operating income (loss). We calculate net income (loss), as adjusted for special items, as net income (loss) from our Consolidated Statements of Operations, adjusted for the same special items applied to operating income (loss), in addition to non-operating pension and other postretirement benefit (or, “OPEB”) costs and credits, other income and expense, net, and the income tax effect of the special items. EPS, as adjusted for special items, is calculated as net income (loss), as adjusted for special items, per diluted share. We believe that using these non-GAAP measures is useful because they are consistent with the indicators management uses internally to measure the Company’s performance, and it allows the reader to compare our operations and financial performance from period to period. Operating income (loss), net income (loss) and EPS, in each case as adjusted for special items, are internal measures, and therefore may not be comparable to those of other companies. These non-GAAP measures should not be viewed as substitutes to financial measures determined under GAAP.
35

Fourth Quarter Overview
Three months ended December 31, 2020 vs. December 31, 2019
Our operating income was $4 million in the quarter, compared to operating loss of $69 million in the year-ago period. Excluding special items, we incurred an operating income of $85 million in the quarter, compared to operating loss of $39 million in the year-ago period. Special items are described below.
Our net loss in the quarter was $52 million, or $0.63 per share, compared to net loss of $71 million, or $0.79 per share, in the year-ago period. Our net income in the quarter, excluding special items, was $45 million, or $0.55 per diluted share, compared to net loss of $53 million, or $0.59 per share, in the year-ago period.
Three Months Ended December 31, 2020 Operating Income Net (Loss) Income EPS
(In millions, except per share amounts)
GAAP, as reported $ $ (52) $ (0.63)
Adjustments for special items:
Closure costs, impairment and other related charges 55  55  0.67 
Inventory write-downs related to closures 25  25  0.30 
Start-up costs 0.04 
Net gain on disposition of assets (2) (2) (0.02)
Non-operating pension and other postretirement benefit costs —  24  0.29 
Other expense, net —  28  0.34 
Income tax effect of special items —  (36) (0.44)
Adjusted for special items (1)
$ 85  $ 45  $ 0.55 
Three Months Ended December 31, 2019 Operating Loss Net Loss EPS
(In millions, except per share amounts)
GAAP, as reported $ (69) $ (71) $ (0.79)
Adjustments for special items:
Closure costs, impairment and other related charges 18  18  0.20 
Inventory write-downs related to closures 13  13  0.14 
Net gain on disposition of assets (1) (1) (0.01)
Non-operating pension and other postretirement benefit credits —  (11) (0.12)
Income tax effect of special items —  (1) (0.01)
Adjusted for special items (1)
$ (39) $ (53) $ (0.59)
(1)Operating income (loss), net income (loss) and EPS, in each case as adjusted for special items, are non-GAAP financial measures. For more information on the calculation and reasons we include these measures, see note 1 under “Overview – 2020 Overview” above.
36

RESULTS OF OPERATIONS
Consolidated Results
Selected annual financial information
  
Years Ended December 31,
(In millions, except per share amounts) 2020 2019 2018
Sales $ 2,800  $ 2,923  $ 3,756 
Operating (loss) income per segment:
Market pulp $ (1) $ 39  $ 172 
Tissue (1) (16) (30)
Wood products 276  (6) 169 
Paper (46) 82  114 
Segment total 228  99  425 
Corporate and other (129) (82) (46)
Operating income $ 99  $ 17  $ 379 
Net income (loss) attributable to Resolute Forest Products Inc.
$ 10  $ (47) $ 235 
Net income (loss) per share attributable to Resolute Forest Products Inc. common shareholders:
Basic $ 0.12  $ (0.51) $ 2.57 
Diluted $ 0.12  $ (0.51) $ 2.52 
Adjusted EBITDA (1)
$ 338  $ 213  $ 574 
As of December 31,
(In millions) 2020 2019
Cash and cash equivalents $ 113  $
Total assets $ 3,730  $ 3,626 
(1)Earnings before interest expense, income taxes, and depreciation and amortization (or, “EBITDA”) and adjusted EBITDA are not financial measures recognized under GAAP. EBITDA is calculated as net income (loss) including noncontrolling interest from the Consolidated Statements of Operations, adjusted for interest expense, income taxes, and depreciation and amortization. Adjusted EBITDA means EBITDA, excluding special items, such as closure costs, impairment and other related charges, inventory write-downs related to closures, start-up costs, gains and losses on disposition of assets, non-operating pension and OPEB costs and credits, and other income and expense, net. We believe that using non-GAAP measures such as EBITDA and adjusted EBITDA is useful because they are consistent with the indicators management uses internally to measure the Company’s performance and it allows the reader to compare our operations and financial performance from period to period. EBITDA and adjusted EBITDA are internal measures, and therefore may not be comparable to those of other companies. These non-GAAP measures should not be viewed as substitutes to financial measures determined under GAAP.
37

Years Ended December 31,
(In millions) 2020 2019 2018
Net income (loss) including noncontrolling interest
$ 10  $ (47) $ 235 
Interest expense 34  31  47 
Income tax provision 51  58  152 
Depreciation and amortization 169  167  212 
EBITDA 264  209  646 
Closure costs, impairment and other related charges 53  18  121 
Inventory write-downs related to closures 25  13  (1)
Start-up costs 3  — 
Net gain on disposition of assets (11) (2) (145)
Non-operating pension and other postretirement benefit credits   (47) (50)
Other expense (income), net 4  22  (5)
Adjusted EBITDA $ 338  $ 213  $ 574 
2020 vs. 2019
Operating income variance analysis
RFP-20201231_G3.JPG
Sales
Sales were $123 million lower in 2020, or 4%, to $2,800 million. After removing the sales related to the acquisition of the U.S. Sawmill Business in the first quarter of 2020, sales volume declined by $289 million, mainly reflecting lower shipments in paper and market pulp, partly offset by higher shipments of wood products. Pricing had a favorable impact of $30 million, mainly as a result of an increase in the average transaction price for wood products and tissue, up by 41% and 6%, respectively, partly offset by lower average transaction price for market pulp and paper, down by 13% and 11%, respectively.
38

Cost of sales, excluding depreciation, amortization and distribution costs
After removing the COS related to the acquisition of the U.S. Sawmill Business, the effects of lower volume and the effect of the weaker Canadian dollar, COS decreased by $84 million in 2020, largely reflecting:
favorable maintenance costs ($55 million), largely associated with timing of outages and reduced spending;
lower energy prices ($12 million);
Canada Emergency Wage Subsidy (or “CEWS”) credit ($10 million);
higher contribution from our internal power generation facilities ($7 million); and
lower fiber costs ($6 million);
partially offset by:
increase in write-downs of mill stores and other supplies inventory associated with the temporary idling of the Amos and Baie-Comeau paper mills compared to the prior year write-downs associated to the indefinite idling of the Augusta (Georgia) paper mill ($12 million).
Depreciation and amortization
Depreciation and amortization was $2 million higher in 2020, primarily due to the acquisition of the U.S. Sawmill Business ($7 million), offset by lower depreciation on the integrated business management software, which was fully depreciated in the fourth quarter of 2019 ($4 million).
Selling, general and administrative expenses
Selling, general and administrative (or, “SG&A”) expenses were unchanged compared to the year-ago period, mainly due to higher incentive plan expense, which is based on company performance, and higher stock-based compensation expense, offset by lower headcount, travel and entertainment expenses and overall lower expenses.
Closure costs, impairment and other related charges
See the corresponding variance analysis under “Corporate and Other” below.
Net gain on disposition of assets
See the corresponding variance analysis under “Corporate and Other” below.
Net income (loss) variance analysis
Non-operating pension and other postretirement benefit credits
We recorded non-operating pension and OPEB credits of nil for the full year in 2020, compared to $47 million in the year-ago period. The difference mainly reflects lower interest cost ($32 million) and an OPEB curtailment credit related to the indefinite idling of our Augusta mill ($14 million), partly offset by a settlement loss related to the wind-up of the pension plan of the Thorold paper mill that was indefinitely idled in 2017 and sold in 2020 ($28 million), higher amortization of actuarial losses ($29 million) and lower amortization of prior service credits ($7 million), lower expected return on plan assets ($25 million), and a pension special termination benefit cost related to the indefinite idling of our Augusta mill ($3 million).
Other expense, net
We recorded other expense, net of $4 million in 2020, compared to other expense, net of $22 million in the prior year. The difference mostly reflects a loss on forward commodities contracts of $22 million, offset by a current period favorable insurance claim settlement of $15 million related to our acquisition of Atlas in 2015, compared to the $23 million provision related to the Fibrek Inc. (or, “Fibrek”) litigation recorded in the year-ago period.

Income taxes
We recorded an income tax provision of $51 million in 2020, on income before income taxes of $61 million, compared to an expected income tax provision of $13 million based on the U.S. federal statutory income tax rate of 21%. The difference reflects: U.S. tax on non-U.S. earnings ($23 million); an increase to our valuation allowance related to our U.S. operations
39

($11 million) where we recognize a full valuation allowance against our net deferred income tax assets; foreign tax rate differences ($10 million); and foreign exchange items ($6 million); partly offset by state income taxes ($6 million); and other, net ($6 million) mainly related to the settlement of an insurance claim in connection with our acquisition of Atlas.
We recorded an income tax provision of $58 million in 2019, on income before income taxes of $11 million, compared to an expected income tax provision of $2 million based on the U.S. federal statutory income tax rate of 21%. The difference mainly reflects: an increase to our valuation allowance related to our U.S. operations ($43 million) where we recognize a valuation allowance against virtually all of our net deferred income tax assets; foreign tax rate differences ($11 million); and U.S. tax on non-U.S. earnings ($7 million); partly offset by state income taxes ($7 million).
Q4 of 2020 vs. Q4 of 2019
Operating income (loss) variance analysis
RFP-20201231_G4.JPG
Sales
Sales increased by $101 million, or 15%, compared to the fourth quarter of 2019, to $769 million. After removing the sales related to the acquisition of the U.S. Sawmill Business in the first quarter of 2020, sales volume was $40 million lower, mainly due to lower shipments of paper, partially offset by higher volumes of wood products. Pricing had a favorable impact of $101 million, mainly as a result of an increase in the average transaction price for wood products, up by 67%, partly offset by lower average transaction price for paper, down by 7%.
Cost of sales, excluding depreciation, amortization and distribution costs
After removing the COS related to the acquisition of the U.S. Sawmill Business, the effects of lower volume and the effect of the weaker Canadian dollar, COS increased by $1 million in the quarter, mainly reflecting higher stumpage costs related to current wood prices ($9 million) partly offset by favorable maintenance costs ($6 million), largely associated with timing of outages and reduced spending.
Selling, general and administrative expenses
SG&A expenses increased by $2 million in the quarter, mainly due to higher incentive plan expense, which is based on company performance, and higher stock-based compensation expense, mostly offset by lower headcount and lower overall expenses.
Closure costs, impairment and other related charges
In the fourth quarter of 2020, we recorded closure costs, impairment and other related charges of $55 million, related to the temporary idling of our Amos and Baie-Comeau paper mills, including accelerated depreciation charges of $38 million and severance and other costs of $17 million. This compares to closure costs, impairment and other related charges of $18 million in the year-ago period, mainly due to the indefinite idling of our paper mill at Augusta, including severance and other costs of $10 million and accelerated depreciation charges of $8 million.
40

Net loss variance analysis
Non-operating pension and other postretirement benefit (costs) credits
We recorded non-operating pension and OPEB costs of $24 million in the quarter, compared to a credit of $11 million in the year-ago period. The difference mainly reflects: lower interest cost ($8 million); partly offset by settlement loss related to the wind-up of the Thorold pension plan ($28 million), higher amortization of actuarial losses ($7 million) and lower expected return on plan assets ($6 million).
Other expense, net
We recorded other expense, net of $28 million in the fourth quarter of 2020, compared to nil in the year-ago period. The difference mostly reflects a loss on forward commodities contracts of $15 million and a foreign exchange loss of $13 million in the current period.
Income taxes
We recorded an income tax benefit of $4 million in the fourth quarter of 2020, on a loss before income taxes of $56 million, compared to an expected income tax benefit of $12 million based on the U.S. federal statutory income tax rate of 21%. The difference reflects mostly a decrease to our valuation allowance related to our U.S. operations ($10 million); partly offset by U.S. tax on non-U.S. earnings ($22 million).
We recorded an income tax provision of $6 million in the fourth quarter of 2019, on a loss before income taxes of $65 million, compared to an expected income tax benefit of $14 million based on the U.S. federal statutory income tax rate of 21%. The difference reflects mostly: an increase to our valuation allowance related to our U.S. operations ($25 million); partly offset by U.S. tax on non-U.S. earnings ($4 million).
2019 vs. 2018
For a variance analysis of our 2019 vs. 2018 results of operations, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Consolidated Results – 2019 vs. 2018,” of our annual report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 2, 2020 (or, the “2019 Annual Report”).
Segment Earnings
We manage our business based on the products we manufacture. Our reportable segments correspond to our principal product lines: market pulp, tissue, wood products, and paper. As of the second quarter of 2020, the results from our newsprint and specialty papers operations have been combined to form the paper reportable segment. This better reflects management’s internal analysis, given the diminishing percentage newsprint and specialty papers represent in our product portfolio. Comparative information has been modified to conform to this revised segment presentation.

We do not allocate any of the income or loss items following “operating income” in our Consolidated Statements of Operations to our segments because those items are reviewed separately by management. Similarly, we do not allocate to the segments: closure costs, impairment and other related charges; inventory write-downs related to closures; start-up costs; gains and losses on disposition of assets; as well as other discretionary charges or credits.
We allocate depreciation and amortization expense to our segments, although the related fixed assets and amortizable intangible assets are not allocated to segment assets. Additionally, all SG&A expenses are allocated to our segments, with the exception of certain discretionary charges and credits, which we present under “corporate and other.”
41

MARKET PULP
Highlights
  
Years Ended December 31,
(In millions, except where otherwise stated) 2020 2019 2018
Sales $ 668  $ 797  $ 1,085 
Operating (loss) income (1)
$ (1) $ 39  $ 172 
EBITDA (2)
$ 23  $ 62  $ 199 
(In thousands of metric tons)      
Shipments 1,118  1,156  1,424 
Downtime 100  56  93 
  
December 31,
(In thousands of metric tons) 2020 2019 2018
Finished goods inventory 53  68  80 
(1)Net (loss) income including noncontrolling interest is equal to operating (loss) income in this segment.
(2)EBITDA, a non-GAAP financial measure, is reconciled below. For more information on the calculation and reasons we include this measure, see note 1 under “Results of Operations – Consolidated Results – Selected annual financial information” above.
  
Years Ended December 31,
(In millions) 2020 2019 2018
Net (loss) income including noncontrolling interest
$ (1) $ 39  $ 172 
Depreciation and amortization 24  23  27 
EBITDA $ 23  $ 62  $ 199 
Industry trends
RFP-20201231_G5.JPG
World demand for chemical pulp grew by 3% in 2020 compared to the year-ago period, reflecting an increase of 7.7% in China and of 6.5% in North America, partly offset by a decrease of 6.5% in Western Europe. World capacity grew by 0.8% over the same period.
42

World demand for softwood pulp fell by 1.7% in 2020, reflecting a decrease of 7.3% and 2.1% in Western Europe and China, respectively, while North America increased by 4.5%. The operating rate was 91%.
In the same period, demand for hardwood pulp rose by 6.0%, with shipments to China and North America up by 13.0% and 9.6%, respectively, while Western Europe was down by 6.5%. The operating rate was 94%.
2020 vs. 2019
Operating (loss) income variance analysis
RFP-20201231_G6.JPG
Sales
Sales were $129 million lower, or 16%, decreasing to $668 million in 2020, primarily due to lower pricing, reflecting a $92 per metric ton decline in the average transaction price across all grades. Volume also decreased sales by $26 million primarily due to pandemic-induced market downtime for recycled bleached kraft pulp.
Cost of sales, excluding depreciation, amortization and distribution costs
After adjusting for the effect of lower volume and the Canadian dollar fluctuation, manufacturing costs decreased by $59 million, reflecting:
favorable maintenance costs ($26 million), largely associated with timing of outages and reduced spending;
lower wood fiber costs ($16 million); and
lower energy prices ($8 million), including higher contribution from our internal power generation facilities.
Distribution costs
After adjusting for the effect of lower volume, distribution costs were $8 million lower in 2020 due to lower freight rates and favorable destination mix.
2019 vs. 2018
For a variance analysis of our 2019 vs. 2018 results of operations, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Segment Earnings – Market Pulp – 2019 vs. 2018,” of our 2019 Annual Report.
43

TISSUE
Highlights
  
Years Ended December 31,
(In millions, except where otherwise stated) 2020 2019 2018
Sales $ 173  $ 165  $ 130 
Operating loss (1)
$ (1) $ (16) $ (30)
EBITDA (2)
$ 17  $ $ (15)
(In thousands of short tons)      
Shipments (3)
95  97  84 
Downtime 8 
  
December 31,
(In thousands of short tons) 2020 2019 2018
Finished goods inventory (3)
6 
(1)Net loss including noncontrolling interest is equal to operating loss in this segment.
(2)EBITDA, a non-GAAP financial measure, is reconciled below. For more information on the calculation and reasons we include this measure, see note 1 under “Results of Operations – Consolidated Results – Selected annual financial information” above.
(3)Tissue converted products, which are measured in cases, are converted to short tons.
  
Years Ended December 31,
(In millions) 2020 2019 2018
Net loss including noncontrolling interest
$ (1) $ (16) $ (30)
Depreciation and amortization 18  18  15 
EBITDA $ 17  $ $ (15)
Industry trends
RFP-20201231_G7.JPG
Total U.S. tissue consumption grew by 8.6% in 2020 compared to the year-ago period. Converted product shipments increased by 8.1%, led by at-home shipments up by 16.3%, while away-from-home shipments decreased by 8.5%.
U.S. parent roll production increased by 7.0% in 2020, contributing to a 97% average industry production-to-capacity ratio, up from 93% in the year-ago period.
44

2020 vs. 2019
Operating loss variance analysis
RFP-20201231_G8.JPG
Sales
Sales were $8 million higher, or 5%, increasing to $173 million in 2020. Shipments were essentially unchanged as productivity gains for retail products manufactured at the Calhoun operations compensated for a pandemic-driven drop in away-from-home demand affecting Florida operations. The average transaction price was $107 per short ton higher, mainly due to favorable prices for converted products.
Cost of sales, excluding depreciation, amortization and distribution costs
After removing the effects of lower volume, our manufacturing costs decreased by $3 million compared to 2019, mainly due to lower fiber costs.
Distribution costs
Distribution costs improved by $3 million, mainly as a result of better customer mix.
2019 vs. 2018
For a variance analysis of our 2019 vs. 2018 results of operations, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Segment Earnings – Tissue – 2019 vs. 2018,” of our 2019 Annual Report.
45

WOOD PRODUCTS
Highlights 
  
Years Ended December 31,
(In millions, except where otherwise stated) 2020 2019 2018
Sales $ 1,025  $ 616  $ 823 
Operating income (loss) (1)
$ 276  $ (6) $ 169 
EBITDA (2)
$ 319  $ 28  $ 201 
(In million board feet)      
Shipments (3)
2,043  1,731  1,846 
Downtime 279  242  147 
  
December 31,
(In million board feet) 2020 2019 2018
Finished goods inventory (3)
97  133  157 
(1)Net income (loss) including noncontrolling interest is equal to operating income (loss) in this segment.
(2)EBITDA, a non-GAAP financial measure, is reconciled below. For more information on the calculation and reasons we include this measure, see note 1 under “Results of Operations – Consolidated Results – Selected annual financial information” above.
(3)Includes wood pellets measured by mass, converted to board feet using a density-based conversion ratio.
  
Years Ended December 31,
(In millions) 2020 2019 2018
Net income (loss) including noncontrolling interest
$ 276  $ (6) $ 169 
Depreciation and amortization 43  34  32 
EBITDA $ 319  $ 28  $ 201 
Industry trends
RFP-20201231_G9.JPG
U.S. housing starts were 1.4 million on a seasonally adjusted basis in 2020, up by 7.9% compared to 2019, which reflects a 12.3% increase in single-family starts, offset by a decrease of 1.9% in multi-family starts.
The 2x4 – Random Length (or, “RL”) #1-2 Kiln Dried Great Lakes (or, “KD GL”) price rose by 44.3% in 2020 compared to the year ago period, and the 2x4x8 Stud KD GL price rose by 70.4%. The 2x4 – RL #2 KD Southern Pine (Eastside) price increased by 46.3%, and the 2x4 – RL #2 KD Southern Pine (Westside) price was up by 48.2%.
46

2020 vs. 2019
Operating income (loss) variance analysis
RFP-20201231_G10.JPG
Sales
Sales were $409 million higher, or 66%, to $1,025 million in 2020, reflecting new volume related to the acquisition of the U.S. Sawmill Business, the increase in market demand for home repairs and remodeling, and stronger U.S. market housing starts. Shipments rose by 312 million board feet and the average transaction price increased by $146 per thousand board feet, or 41%. After removing the sales related to the acquisition of the U.S. Sawmill Business, sales were $272 million higher. Pricing contributed to $239 million increase, reflecting a rise in average transaction price, and sales volume was $33 million higher. Finished goods inventory dropped to 97 million board feet.
Cost of sales, excluding depreciation, amortization and distribution costs
After removing the COS related to the acquisition of the U.S. Sawmill Business, the effects of higher volume and the weaker Canadian dollar, manufacturing costs increased by $11 million, mainly reflecting higher log costs.
Distribution costs
After removing the COS related to the acquisition of the U.S. Sawmill Business and the effects of higher volume, distribution costs increased by $8 million, mainly as a result of higher freight rates and unfavorable destination mix.
Depreciation and amortization
Depreciation and amortization increased by $9 million compared to the year-ago period, primarily due to the acquisition of the U.S. Sawmill Business.
2019 vs. 2018
For a variance analysis of our 2019 vs. 2018 results of operations, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Segment Earnings – Wood Products – 2019 vs. 2018,” of our 2019 Annual Report.
47

PAPER
Highlights 
  
Years Ended December 31,
(In millions, except where otherwise stated) 2020 2019 2018
Sales $ 934  $ 1,345  $ 1,718 
Operating (loss) income (1)
$ (46) $ 82  $ 114 
EBITDA (2)
$ 23  $ 154  $ 227 
(In thousands of metric tons)      
Shipments 1,577  2,017  2,532 
Downtime 514  203  42 
  
December 31,
(In thousands of metric tons) 2020 2019 2018
Finished goods inventory 96  142  150 
(1)Net (loss) income including noncontrolling interest is equal to operating (loss) income in this segment.
(2)EBITDA, a non-GAAP financial measure, is reconciled below. For more information on the calculation and reasons we include this measure, see note 1 under “Results of Operations – Consolidated Results – Selected annual financial information” above.
  
Years Ended December 31,
(In millions) 2020 2019 2018
Net (loss) income including noncontrolling interest
$ (46) $ 82  $ 114 
Depreciation and amortization 69  72  113 
EBITDA $ 23  $ 154  $ 227 
Industry trends
RFP-20201231_G11.JPG
North American newsprint demand fell by 26.2% in 2020, compared to 2019. Demand from newspaper publishers fell by 29.4%, while demand from commercial printers also decreased, by 21.4%. The North American shipment-to-capacity ratio was 75%, compared to 83% in the year-ago-period.
48

Global demand for newsprint fell by 22.6% in 2020, with Asia down by 20.3%, and Western Europe down by 21.5%. Accordingly, the global operating rate decreased to 72%, down from 84% in 2019.
RFP-20201231_G12.JPG
North American demand for uncoated mechanical papers was down by 23.2% in 2020 compared to the year-ago-period, reflecting a 29.0% decrease in supercalendered (or, “SC”) grades, and a 17.3% drop in standard grades. Compared to 2019, the shipment-to-capacity ratio for all uncoated mechanical papers decreased from 83% to 73%.

49

2020 vs. 2019
Operating (loss) income variance analysis
RFP-20201231_G13.JPG
Sales
Sales fell by $411 million, or 31%, to $934 million in 2020. Shipments decreased by 440,000 metric tons, largely reflecting much lower demand levels since the onset of the pandemic and our resulting capacity adjustments particularly for marketing-dependent products and commercial paper. The average transaction price dropped by $75 per metric ton compared to 2019 due to weaker market fundamentals accelerated by the pandemic.
Cost of sales, excluding depreciation, amortization and distribution costs
Manufacturing costs decreased by $41 million after adjusting for the effects of lower volume and the weaker Canadian dollar, reflecting:
favorable maintenance costs ($28 million), due to reduced spending as well as the indefinite idling of our Augusta mill, partly offset by the temporary idling of the Amos and Baie-Comeau paper mills;
lower energy prices ($6 million); and
higher contribution from our internal power generation facilities ($5 million).
Selling, general and administrative expenses
SG&A expenses decreased by $12 million in the year, mainly due to lower headcount and travel and entertainment expenses.
2019 vs. 2018
As of the second quarter of 2020, the results from our newsprint and specialty papers operations have been combined to form the paper reportable segment. For a variance analysis of our 2019 vs. 2018 results of operations, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Segment Earnings – Newsprint – 2019 vs. 2018,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Segment Earnings– Specialty Papers – 2019 vs. 2018,” of our 2019 Annual Report.

50

CORPORATE AND OTHER
Highlights
  
Years Ended December 31,
(In millions) 2020 2019 2018
Cost of sales, excluding depreciation, amortization and distribution costs $ (34) $ (23) $ (12)
Depreciation and amortization (15) (20) (25)
Selling, general and administrative expenses (38) (23) (33)
Closure costs, impairment and other related charges (53) (18) (121)
Net gain on disposition of assets
11  145 
Operating loss
(129) (82) (46)
Interest expense (34) (31) (47)
Non-operating pension and other postretirement benefit credits
  47  50 
Other (expense) income, net
(4) (22)
Income tax provision
(51) (58) (152)
Net loss including noncontrolling interest
$ (218) $ (146) $ (190)
The table below shows the reconciliation of net loss including noncontrolling interest to EBITDA and adjusted EBITDA, which are non-GAAP financial measures. For more information on the calculation and reasons we include these measures, see note 1 under “Results of Operations – Consolidated Results – Selected annual financial information” above.
  
Years Ended December 31,
(In millions) 2020 2019 2018
Net loss including noncontrolling interest
$ (218) $ (146) $ (190)
Interest expense 34  31  47 
Income tax provision 51  58  152 
Depreciation and amortization 15  20  25 
EBITDA (118) (37) 34 
Closure costs, impairment and other related charges 53  18  121 
Inventory write-downs related to closures 25  13