10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2012

or

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

For the transition period from             to            

Commission File Number: 001-33164

Domtar Corporation

(Exact name of registrant as specified in its charter)

Delaware	20-5901152
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

395 de Maisonneuve Blvd. West

Montreal, Quebec, H3A 1L6, Canada

(Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code: (514) 848-5555

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	New York Stock Exchange

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  x    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  x

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

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

Large Accelerated Filer  x          Accelerated Filer  ¨           Non-Accelerated Filer  ¨          Smaller reporting company  ¨

(Do not check if a smaller reporting company)

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

As of June 30, 2012, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was 2,707,214,110.

Number of shares of common stock outstanding as of February 19, 2013: 34,168,276

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Proxy Statement, to be filed within 120 days of the close of the registrant’s fiscal year, in connection with its 2013 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K.

DOMTAR CORPORATION

ANNUAL REPORT ON FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2012

TABLE OF CONTENTS

		PAGE
	PART I
ITEM 1	BUSINESS	4
	General	4
	Our Corporate Structure	5
	Our Business Segments	5
	Pulp and Paper	6
	Distribution	11
	Personal Care	12
	Our Strategic Initiatives and Financial Priorities	13
	Our Competition	14
	Our Employees	14
	Our Approach to Sustainability	14
	Our Environmental Challenges	15
	Our Intellectual Property	15
	Internet Availability of Information	16
	Our Executive Officers	16
	Forward-looking Statements	17
ITEM 1A	RISK FACTORS	18
ITEM 1B	UNRESOLVED STAFF COMMENTS	26
ITEM 2	PROPERTIES	26
ITEM 3	LEGAL PROCEEDINGS	28
ITEM 4	MINE SAFETY DISCLOSURES	30
	PART II
ITEM 5	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	31
	Market Information	31
	Holders	31
	Dividends and Stock Repurchase Program	31
	Performance Graph	33
ITEM 6	SELECTED FINANCIAL DATA	34
ITEM 7	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	35
	Executive Summary	35
	Recent Developments	37
	Our Business	38
	Consolidated Results of Operations and Segments Review	38
	Stock-Based Compensation Expense	51
	Liquidity and Capital Resources	52
	Off Balance Sheet Arrangements	56

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		PAGE
	Guarantees	56
	Contractual Obligations and Commercial Commitments	57
	Accounting Changes Implemented	57
	Future Accounting Changes	58
	Critical Accounting Policies	58
ITEM 7A	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	70
ITEM 8	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	73
	Management’s Reports to Shareholders of Domtar Corporation	73
	Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm	74
	Consolidated Statements of Earnings and Comprehensive Income	75
	Consolidated Balance Sheets	76
	Consolidated Statement of Shareholders’ Equity	77
	Consolidated Statements of Cash Flows	78
	Notes to Consolidated Financial Statements	79
ITEM 9	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	157
ITEM 9A	CONTROLS AND PROCEDURES	157
ITEM 9B	OTHER INFORMATION	158
	PART III
ITEM 10	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	159
ITEM 11	EXECUTIVE COMPENSATION	159
ITEM 12	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	159
ITEM 13	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	160
ITEM 14	PRINCIPAL ACCOUNTANT FEES AND SERVICES	160
	PART IV
ITEM 15	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	161
	Schedule II—Valuation and Qualifying Accounts	166
	SIGNATURES	167

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PART I

ITEM 1. BUSINESS

GENERAL

We design, manufacture, market and distribute a wide variety of fiber-based products including communication papers, specialty and packaging papers and adult incontinence products. The foundation of our business is a network of world class wood fiber converting assets that produce paper grade, fluff and specialty pulps. The majority of our pulp production is consumed internally to manufacture paper and consumer products. We are the largest integrated marketer of uncoated freesheet paper in North America serving a variety of customers, including merchants, retail outlets, stationers, printers, publishers, converters and end-users. We are also a leading marketer and producer of a complete line of incontinence care products marketed primarily under the Attends^® brand name. We own and operate Ariva^®, a network of strategically located paper and printing supplies distribution facilities. To learn more, visit www.Domtar.com.

We operate the following business segments: Pulp and Paper, Distribution and Personal Care. We had revenues of $5.5 billion in 2012, of which approximately 80% was from the Pulp and Paper segment, approximately 13% was from the Distribution segment and approximately 7% was from the Personal Care segment. Our Personal Care segment was formed on September 1, 2011, upon completion of the acquisition of Attends Healthcare Inc. (“Attends US”). On March 1, 2012, we completed the acquisition of Attends Healthcare Ltd. (“Attends Europe”), a manufacturer and supplier of adult incontinence care products in Northern Europe. In addition, on May 10, 2012, we completed the acquisition of EAM Corporation (“EAM”), a manufacturer of high quality airlaid and ultrathin laminated cores used in feminine hygiene, adult incontinence, baby diapers and other medical healthcare and performance packaging solutions. The acquired businesses are presented under our Personal Care reportable segment. Information regarding these business acquisitions is included in Part II, Item 8, Financial Statements and Supplementary Data of this Annual Report on Form 10-K, under Note 3 “Acquisition of Businesses.”

Throughout this Annual Report on Form 10-K, unless otherwise specified, “Domtar Corporation,” “the Company,” “Domtar,” “we,” “us” and “our” refer to Domtar Corporation, its subsidiaries, as well as its investments. Unless otherwise specified, “Domtar Inc.” refers to Domtar Inc., a 100% owned Canadian subsidiary.

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OUR CORPORATE STRUCTURE

At December 31, 2012, Domtar Corporation had a total of 34,238,604 shares of common stock issued and outstanding, and Domtar (Canada) Paper Inc., an indirectly 100% owned subsidiary, had a total of 607,814 exchangeable shares issued and outstanding. These exchangeable shares are intended to be substantially the economic equivalent to shares of our common stock and are currently exchangeable at the option of the holder on a one-for-one basis for shares of our common stock. As such, the total combined number of shares of common stock and exchangeable shares issued and outstanding was 34,846,418 at December 31, 2012. Our common shares are traded on the New York Stock Exchange and the Toronto Stock Exchange under the symbol “UFS” and our exchangeable shares are traded on the Toronto Stock Exchange under the symbol “UFX.” Information regarding our common stock and the exchangeable shares is included in Part II, Item 8, Financial Statements and Supplementary Data of this Annual Report on Form 10-K, under Note 20 “Shareholders’ Equity.”

OUR BUSINESS SEGMENTS

We operate in the three reportable segments described below. Each reportable segment offers different products and services and requires different manufacturing processes, technology and/or marketing strategies.

The following summary briefly describes the operations included in each of our reportable segments:

• Pulp and Paper—Our Pulp and Paper segment comprises the design, manufacturing, sale and distribution of communication and specialty and packaging papers, as well as softwood, fluff and hardwood market pulp.

• Distribution—Our Distribution segment involves the purchasing, warehousing, sale and distribution of our paper products and those of other manufacturers. These products include business and printing papers, certain industrial products and printing supplies.

• Personal Care—Our Personal Care segment, which we formed in September 2011, consists of the design, manufacturing, sale and distribution of adult incontinence products.

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Information regarding our reportable segments is included in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations as well as Item 8, Financial Statements and Supplementary Data, under Note 23, of this Annual Report on Form 10-K. Geographic information is also included under Note 23 of the Financial Statements and Supplementary Data.

FINANCIAL HIGHLIGHTS PER SEGMENT	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 30, 2010
(In millions of dollars, unless otherwise noted)
Sales: (1)
Pulp and Paper	$	4,575		$	4,953		$	5,070
Distribution		685			781			870
Personal Care (2)		399			71			—
Wood (3)		—			—			150
Total for reportable segments		5,659			5,805			6,090
Intersegment sales—Pulp and Paper		(177	)		(193	)		(229	)
Intersegment sales—Wood		—			—			(11	)
Consolidated sales	$	5,482		$	5,612		$	5,850
Operating income (loss): (1)
Pulp and Paper	$	346		$	581		$	667
Distribution		(16	)		—			(3	)
Personal Care (2)		45			7			—
Wood (3)		—			—			(54	)
Corporate		(8	)		4			(7	)
Total	$	367		$	592		$	603
Segment assets:
Pulp and Paper	$	4,564		$	4,874		$	5,088
Distribution		73			84			99
Personal Care (2)		841			458			—
Wood (3)		—			—			—
Corporate		645			453			839
Total	$	6,123		$	5,869		$	6,026

(1) Factors that affected the year-over-year comparison of financial results are discussed in the year-over-year and segment analysis included in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operation of this Annual Report on Form 10-K.

(2) On September 1, 2011, we acquired Attends US and formed a new reportable segment entitled Personal Care. Results of Attends US are included in the consolidated financial statements starting September 1, 2011. On March 1, and May 10, 2012, we grew our Personal Care segment with the acquisition of Attends Europe and EAM, respectively. Results of Attends Europe and EAM are included in the consolidated financial statements starting on March 1, 2012 and May 1, 2012, respectively.

(3) We sold our Wood Products business on June 30, 2010.

PULP AND PAPER

Our Operations

We produce 4.2 million metric tons of hardwood, softwood and fluff pulp at 12 of our 13 mills (Port Huron being a non-integrated paper mill). The majority of our pulp is consumed internally to manufacture paper and

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consumer products, with the balance being sold as market pulp. We also purchase papergrade pulp from third parties allowing us to optimize the logistics of our pulp capacity while reducing transportation costs.

We are the largest integrated marketer and manufacturer of uncoated freesheet paper in North America. We have 10 pulp and paper mills (eight in the United States and two in Canada), with an annual paper production capacity of approximately 3.4 million tons of uncoated freesheet paper. Our paper manufacturing operations are supported by 15 converting and distribution operations including a network of 12 plants located offsite of our paper making operations. Also, we have forms manufacturing operations at three offsite converting and distribution operations. Approximately 81% of our paper production capacity is in the U.S. and the remaining 19% is located in Canada.

We produce market pulp in excess of our internal requirements at our three non-integrated pulp mills in Kamloops, Dryden, and Plymouth as well as at our pulp and paper mills in Ashdown, Espanola, Hawesville, Windsor, Marlboro and Nekoosa. We sell approximately 1.6 million metric tons of pulp per year depending on market conditions. Approximately 50% of our trade pulp production capacity is in the U.S., and the remaining 50% is located in Canada.

The table below lists our operating pulp and paper mills and their annual production capacity.

					Saleable
Production Facility	Fiberline Pulp Capacity				Paper (1)
	# lines		(‘000 ADMT) (2)		# machines		Category (3)	(‘000 ST) (2)
Uncoated freesheet
Ashdown, Arkansas		3		747		3	Communication		703
Windsor, Quebec		1		447		2	Communication		641
Hawesville, Kentucky		1		430		2	Communication		578
Kingsport, Tennessee		1		282		1	Communication		414
Johnsonburg, Pennsylvania		1		238		2	Communication		369
Marlboro, South Carolina		1		325		1	Specialty & Packaging		278
Nekoosa, Wisconsin		1		155		3	Specialty & Packaging		118
Rothschild, Wisconsin		1		66		1	Communication		138
Port Huron, Michigan		—		—		4	Specialty & Packaging		114
Espanola, Ontario		2		352		2	Specialty & Packaging		77
Total Uncoated freesheet		12		3,042		21			3,430
Pulp
Kamloops, British Columbia		1		380		—			—
Dryden, Ontario		1		328		—			—
Plymouth, North Carolina		2		438		—			—
Total Pulp		4		1,146		—			—
Total		16		4,188		21			3,430
Total Trade Pulp(4)				1,625
Pulp purchases				129
Net pulp				1,496

(1) Paper capacity is based on an operating schedule of 360 days and the production at the winder.

(2) ADMT refers to an air dry metric ton and ST refers to short ton.

(3) Represents the majority of the capacity at each of these facilities.

(4) Estimated third-party shipments dependent upon market conditions.

Our Raw Materials

The manufacturing of pulp and paper requires wood fiber, chemicals and energy. We discuss these three major raw materials used in our manufacturing operations below.

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Wood Fiber

United States pulp and paper mills

The fiber used by our pulp and paper mills in the United States is hardwood and softwood, both being readily available in the market from multiple third-party sources. The mills obtain fiber from a variety of sources, depending on their location. These sources include a combination of supply contracts, wood lot management arrangements, advance stumpage purchases and spot market purchases.

Canadian pulp and paper mills

The fiber used at our Windsor pulp and paper mill is hardwood originating from a variety of sources, including purchases on the open market in Canada and the United States, contracts with Quebec wood producers’ marketing boards, public land where we have wood supply allocations and from Domtar’s private lands. The softwood and hardwood fiber for our Espanola pulp and paper mill and the softwood fiber for our Dryden pulp mill, is obtained from third parties, directly or indirectly from public lands and through designated wood supply allocations for the pulp mills. The fiber used at our Kamloops pulp mill is all softwood, originating mostly from third-party sawmilling operations in the southern-interior part of British Columbia.

Cutting rights on public lands related to our pulp and paper mills in Canada represent about 0.9 million cubic meters of softwood and 1.0 million cubic meters of hardwood, for a total of 1.9 million cubic meters of wood per year. Access to harvesting of fiber on public lands in Ontario and Quebec is subject to licenses and review by the respective governmental authorities.

During 2012, the cost of wood fiber relating to our Pulp and Paper segment comprised approximately 20% of the total consolidated cost of sales.

Chemicals

We use various chemical compounds in our pulp and paper manufacturing operations that we purchase, primarily on a central basis, through contracts varying between one and ten years in length to ensure product availability. Most of the contracts have pricing that fluctuates based on prevailing market conditions. For pulp manufacturing, we use numerous chemicals including caustic soda, sodium chlorate, sulfuric acid, lime and peroxide. For paper manufacturing, we also use several chemical products including starch, precipitated calcium carbonate, optical brighteners, dyes and aluminum sulfate.

During 2012, the cost of chemicals relating to our Pulp and Paper segment comprised approximately 13% of the total consolidated cost of sales.

Energy

Our operations consume substantial amounts of fuel including natural gas, fuel oil, coal and biomass, as well as electricity. We purchase substantial portions of the fuel we consume under supply contracts. Under most of these contracts, suppliers are committed to provide quantities within pre-determined ranges that provide us with our needs for a particular type of fuel at a specific facility. Most of these contracts have pricing that fluctuates based on prevailing market conditions. Natural gas, fuel oil, coal and biomass are consumed primarily to produce steam that is used in the manufacturing process and, to a lesser extent, to provide direct heat to be used in the chemical recovery process. About 76% of the total energy required to manufacture our products comes from renewable fuels such as bark and spent cooking liquor. The remainder of the energy comes from purchased fossil fuels such as natural gas, oil and coal.

We own power generating assets, including steam turbines, at all of our integrated pulp and paper mills, as well as hydro assets at three locations: Espanola, Nekoosa and Rothschild. Electricity is primarily used to drive motors and other equipment, as well as provide lighting. Approximately 72% of our electric power requirements are produced internally. We purchase the balance of our power requirements from local utilities.

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During 2012, energy costs relating to our Pulp and Paper segment comprised approximately 6% of the total consolidated cost of sales.

Our Transportation

Transportation of raw materials, wood fiber, chemicals and pulp into our mills is mostly done by rail and trucks although barges are used in certain circumstances. We rely strictly on third parties for the transportation of our pulp and paper products between our mills, converting operations, distribution centers and customers. Our paper products are shipped mostly by truck, and logistics are managed centrally in collaboration with each location. Our pulp is either shipped by vessel, rail or truck. We work with all the major railroads and approximately 300 trucking companies in the United States and Canada. The length of our carrier contracts are generally from one to three years. We pay diesel fuel surcharges which vary depending on market conditions, and the cost of diesel fuel.

During 2012, outbound transportation costs relating to our Pulp and Paper segment comprised approximately 11% of the total consolidated cost of sales.

Our Product Offering and Go-to-Market Strategy

Our uncoated freesheet papers are used for communication and specialty and packaging papers. Communication papers are further categorized into business and commercial printing and publishing applications.

Our business papers include copy and electronic imaging papers, which are used with ink jet and laser printers, photocopiers and plain-paper fax machines, as well as computer papers, preprinted forms and digital papers. These products are primarily for office and home use. Business papers accounted for approximately 45% of our shipments of paper products in 2012.

Our commercial printing and publishing papers include uncoated freesheet papers, such as offset papers and opaques. These uncoated freesheet grades are used in sheet and roll fed offset presses across the spectrum of commercial printing end-uses, including digital printing. Our publishing papers include tradebook and lightweight uncoated papers used primarily in book publishing applications such as textbooks, dictionaries, catalogs, magazines, hard cover novels and financial documents. Design papers, a sub-group of commercial printing and publishing papers, have distinct features of color, brightness and texture and are targeted towards graphic artists, design and advertising agencies, primarily for special brochures and annual reports. These products also include base papers that are converted into finished products, such as envelopes, tablets, business forms and data processing/computer forms. Commercial printing and publishing papers accounted for approximately 40% of our shipments of paper products in 2012.

We also produce paper for several specialty and packaging markets. These products consist primarily of base stock for thermal printing, flexible packaging, food packaging, medical gowns and drapes, sandpapers backing, carbonless printing, labels and other coating and laminating applications. We also manufacture papers for industrial and specialty applications including carrier papers, treated papers, security papers and specialized printing and converting applications. These specialty and packaging papers accounted for approximately 15% of our shipments of paper products in 2012. These grades of papers require a certain amount of innovation and agility in the manufacturing system.

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The chart below illustrates our main paper products and their applications.

	Communication Papers				Specialty and Packaging Papers
Category	Business Papers		Commercial Printing and Publishing Papers
Type	Uncoated Freesheet				Uncoated Freesheet
Grade	Copy	Premium imaging Technology papers	Offset Colors Index Tag Bristol	Opaques Premium opaques Lightweight Tradebook	Thermal papers Food packaging Bag stock Security papers Imaging papers Label papers Medical disposables
Application	Photocopies Office     documents Presentations	Presentations Reports	Commercial     printing Direct mail Pamphlets Brochures Cards Posters	Stationery Brochures Annual reports Books Catalogs, Forms & Envelopes	Food & candy packaging Fast food takeout bag stock Check and security papers Surgical gowns

Our customer service personnel work closely with sales, marketing and production staff to provide service and support to merchants, converters, end-users, stationers, printers and retailers. We promote our products directly to end-users and others who influence paper purchasing decisions in order to enhance brand recognition and increase product demand. In addition, our sales representatives work closely with mill-based new product development personnel and undertake joint marketing initiatives with customers in order to better understand their businesses and needs and to support their future requirements.

We sell business papers primarily to paper stationers, merchants, office equipment manufacturers and retail outlets. We distribute uncoated commercial printing and publishing papers to end-users and commercial printers, mainly through paper merchants, as well as selling directly to converters. We sell our specialty and packaging papers mainly to converters, who apply a further production process such as coating, laminating, folding or waxing to our papers before selling them to a variety of specialized end-users. We distributed approximately 33% of our paper products in 2012 through a large network of paper merchants operating throughout North America, one of which we own (see “Distribution”). Distributors, who sell our products to their own customers, represents our largest group of customers.

The chart below illustrates our channels of distribution for our paper products.

	Communication Papers						Specialty and Packaging Papers
Category	Business Papers			Commercial Printing and Publishing Papers
Domtar sells to:	Merchants i	Office Equipment Manufacturers / Stationers i	Retailers i	Merchants i	Converters i	End-Users	Converters i
Customer sells to:	Printers / Retailers / End-users	Retailers / Stationers / End-users	Printers / End-users	Printers / Converters/ End-users	Merchants/ Retailers		End-users

We sell market pulp to customers in North America mainly through a North American sales force while sales to most overseas customers are made directly or through commission agents. We maintain pulp supplies at strategically located warehouses, which allow us to respond to orders on short notice. In 2012, approximately 32% of our sales of market pulp were domestic, 11% were in Canada and 57% were in other countries.

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Our ten largest customers represented approximately 39% of our 2012 Pulp and Paper segment sales or 32% of our total sales in 2012. In 2012, Staples, one of our customers of our Pulp and Paper segment represented approximately 11% of our total sales. The majority of our customers purchase products through individual purchase orders. In 2012, approximately 79% of our Pulp and Paper segment sales were domestic, 10% were in Canada, and 11% were in other countries.

DISTRIBUTION

Our Operations

Our Distribution business involves the purchasing, warehousing, sale and distribution of our various products and those of other manufacturers. These products include business, printing and publishing papers and certain packaging products. These products are sold to a wide and diverse customer base, which includes small, medium and large commercial printers, publishers, quick copy firms, catalog and retail companies and institutional entities.

Our Distribution business operates in the United States and Canada under a single banner and umbrella name, Ariva^®. Ariva operates throughout the Northeast, Mid-Atlantic and Midwest areas from 16 locations in the United States, including 12 distribution centers serving customers across North America. The Canadian business operates in two locations in Ontario, two locations in Quebec; and from two locations in Atlantic Canada.

Sales are executed by our sales force, based at branches strategically located in served markets. We distribute about 52% of our paper sales from our own warehouse distribution system and about 48% of our paper sales through mill-direct deliveries (i.e., deliveries directly from manufacturers, including ourselves, to our customers).

The table below lists all of our Ariva locations.

Eastern Region	Midwest Region	Ontario, Canada	Quebec, Canada	Atlantic Canada
Albany, New York	Cincinnati, Ohio	Ottawa, Ontario	Montreal, Quebec	Halifax, Nova Scotia
Boston, Massachusetts	Cleveland, Ohio	Toronto, Ontario	Quebec City, Quebec	Mount Pearl, Newfoundland
Harrisburg, Pennsylvania	Columbus, Ohio
Hartford, Connecticut	Covington, Kentucky
Lancaster, Pennsylvania	Dayton, Ohio
New York, New York	Fort Wayne, Indiana
Philadelphia, Pennsylvania	Indianapolis, Indiana
Southport, Connecticut
Washington, DC / Baltimore, Maryland

Our Raw Materials

The Distribution business sells annually approximately 0.5 million tons of paper, forms and industrial/packaging products from over 60 suppliers located around the world. Domtar products represent approximately 30% of the total.

Our Product Offering and Go-to-Market Strategy

Our product offerings address a broad range of printing, publishing, imaging, advertising, consumer and industrial needs and are comprised of uncoated, coated and specialized papers and packaging products. Our go-to-market strategy is to serve numerous segments of the commercial printing, publishing, retail, wholesale, catalog and industrial markets with logistics and services tailored to the needs of our customers. In 2012, approximately 61% of our sales were made in the United States and 39% were made in Canada.

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PERSONAL CARE

Our Operations

Our Personal Care business sells and manufactures adult incontinence products and distributes disposable washcloths marketed primarily under the Attends^® brand name. During 2012, we acquired Attends Europe, a manufacturer and supplier of adult incontinence care products in Northern Europe, consolidating our ownership of the Attends brand on both sides of the Atlantic. We are one of the leading suppliers of adult incontinence products sold into North America and Northern Europe, selling to hospitals (acute care) and nursing homes (long-term care) and we have a growing presence in the homecare and retail channels.

We operate two manufacturing facilities, with each having the ability to produce multiple product categories. We also have a research and development facility and production lines which manufacture high quality airlaid and ultrathin laminated absorbent cores.

Attends operates in the United States and in Europe:

• Greenville, North Carolina: R&D, manufacturing and distribution

• Aneby, Sweden: R&D, manufacturing and distribution

• Jesup, Georgia: R&D, manufacturing and distribution

Our Industry Dynamics

Aging population

We compete in an industry with fundamental drivers for long-term growth. The aging population suggests that adult incontinence will become much more prevalent over the next several decades, as baby boomers enter their senior years and medical advances continue to extend the average lifespan. As an example, the National Association for Continence (“NAFC”) estimates that 10,000 Americans are turning 65 years old every day, or 3.65 million people per year. By the year 2030, approximately 71 million Americans are estimated to be 65 years old or older, representing over 20% of the U.S. population. It is estimated that approximately 5% of the world population, or 340 million individuals, is incontinent. After age 65, nearly one in three people are estimated to suffer from incontinence.

Increased healthcare spending

We are expected to benefit from the overall increase in national healthcare spending, which is due to an aging population and is aided by the recent federal legislative expansion of health insurance coverage, in the United States. Spending will likely increase at an even faster rate as health insurance coverage is expanded and the number of insured patients with the improved ability to access healthcare products and services increases. Growing healthcare expenditures are expected to spur an increase in spending within each of the channels served by Attends.

Our Raw Materials

The primary raw materials used in our manufacturing process are nonwovens, fluff pulp, super absorbent polymers, polypropylene film, elastics, adhesives and packaging materials that are purchased on a central basis with contracts varying between one and five years. Most contracts have prices that fluctuate based on prevailing market conditions.

Our Product Offering and Go-to-Market Strategy

Our products, which include branded and private label briefs, protective underwear, underpads, pads and washcloths, are available in a variety of sizes, as well as with differing performance levels and product attributes. Our broad product portfolio covers most price points across each product category.

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We serve four channels: acute care, long-term care, homecare, and retail. Through the utilization of our flexible production platform, manufacturing expertise and efficient supply chain management, we are able to provide a complete and high-quality line of branded and unbranded products to customers across all channels. We maintain a direct sales organization in the United States, Canada and nine Northern European countries.

Our Product Development

We currently offer a comprehensive, full suite of products, and we continue to focus on product development to produce even more effective products for our customers. We continue to explore materials and processes that will allow us to manufacture products that absorb wetness quickly, while providing industry leading skin-dryness and superior containment.

OUR STRATEGIC INITIATIVES AND FINANCIAL PRIORITIES

As a leading innovative fiber-based technology company, we strive to be the supplier of choice for our customers, to be a core investment for our shareholders and to be recognized as an industry leader in sustainability. We have three unwavering business objectives: (1) to grow and find ways to become less vulnerable to the secular decline in communication paper demand, (2) to reduce volatility in our earnings profile by increasing the visibility and predictability of our cash flows, and (3) to create value over time by ensuring that we maximize the strategic and operational use of our capital.

To achieve these goals, we have established the following business strategies:

Perform: Drive performance in everything we do, focusing on customers, costs and cash. We are determined to operate our assets efficiently and to ensure we balance our production with our customer demand in papers. To generate cash flow, we are focused on assigning our capital expenditures effectively and minimizing working capital requirements. We apply prudent financial management policies to retain the flexibility needed to successfully execute on our strategic roadmap.

Grow: To counteract the secular demand decline in our communication paper products and sustain the success of our company, we believe that we must leverage our core competencies and expertise as operators of large scale operations in fiber sourcing and in the marketing, manufacturing and distribution of fiber-based products. We are focused on optimizing and expanding our operations in markets with positive demand dynamics through the repurposing of assets, through investments to organically grow or through strategic acquisitions.

Break Out: Through agility and innovation, move from a paper to a fiber-centric organization by seeking opportunities to break out from traditional pulp and paper making. We continue to explore opportunities to invest in innovative fiber-based technologies to bring our business in new directions and leverage our expertise and our assets to extract the maximum value for the wood fiber we consume in our operations.

Grow our line of environmentally and ethically responsible products: We believe we are delivering best-in-class service to customers through a broad range of certified products. The development of EarthChoice^®, our line of environmentally and socially responsible paper, is providing a platform upon which to expand our offering to customers. This product line is supported by leading environmental groups and offers customers the solutions and peace of mind through the use of a combination of Forest Stewardship Council^® (FSC^®) virgin fiber and recycled fiber.

Operate in a responsible way: We try to make a positive difference every day by pursuing sustainable growth, valuing relationships, and responsibly managing our resources. We care for our customers, end-users and stakeholders in the communities where we operate, all seeking assurances that resources are managed in a sustainable manner. We strive to provide these assurances by certifying our distribution and manufacturing operations and measuring our performance against internationally recognized benchmarks. We are committed to the responsible use of forest resources across our operations and we are enrolled in programs and initiatives to encourage landowners engaged towards certification to improve their market access and increase their revenue opportunities.

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OUR COMPETITION

The markets in which our businesses operate are highly competitive with well-established domestic and foreign manufacturers.

In the paper business, our paper production does not rely on proprietary processes or formulas, except in highly specialized papers or customized products. In order to gain market share in uncoated freesheet, we compete primarily on the basis of product quality, breadth of offering, service solutions and competitively priced paper products. We seek product differentiation through an extensive offering of high quality FSC-certified paper products. While we have a leading position in the North American uncoated freesheet market, we also compete with other paper grades, including coated freesheet, and with electronic transmission and document storage alternatives. As the use of these alternative products continues to grow, we continue to see a decrease in the overall demand for paper products or shifts from one type of paper to another. All of our pulp and paper manufacturing facilities are located in the United States or in Canada where we sell 89% of our products. The five largest manufacturers of uncoated freesheet papers in North America represent approximately 80% of the total production capacity. On a global basis, there are hundreds of manufacturers that produce and sell uncoated freesheet papers. The level of competitive pressures from foreign producers in the North American market is highly dependent upon exchange rates, including the rate between the U.S. dollar and the Euro as well as the U.S. dollar and the Brazilian real.

The market pulp we sell is either fluff, softwood or hardwood pulp. The pulp market is highly fragmented with many manufacturers competing worldwide. Competition is primarily on the basis of access to low-cost wood fiber, product quality and competitively priced pulp products. The fluff pulp we sell is used in absorbent products, incontinence products, diapers and feminine hygiene products. The softwood and hardwood pulp we sell is primarily slow growth northern bleached softwood and hardwood kraft, and we produce specialty engineered pulp grades with a pre-determined mix of wood species. Our hardwood and softwood pulps are sold to customers who make a variety of products for specialty paper, packaging, tissue and industrial applications, and customers who make printing and writing grades. We also seek product differentiation through the certification of our pulp mills to the FSC chain-of-custody standard and the procurement of FSC-certified virgin fiber. All of our market pulp production capacity is located in the United States or in Canada, and we sell 57% of our pulp to other countries.

In the adult incontinence business in North America, the top 5 manufacturers supply approximately 90% of the market share and have done so for at least the last 10 years. Competition is along the line of four major product categories—protective underwear, light pads, briefs and underpads with customers split between retail and institutional channels. The retail channel has the majority of sales concentrated in mass marketers and drug stores. The institutional channel includes extended care (long term care and homecare) and acute care facilities. In the adult incontinence business in Europe, we compete in the Western, Northern and Central Europe markets where the top 5 manufacturers supply approximately 80% to the healthcare channel and 99% of the retail channel. Competition is along the line of four major product categories: pads, pull-ons, briefs and underpads, with customers mostly split between mass retail, prescription and closed contract. The mass retail market is more fragmented than in North American markets with a mix of larger chains and smaller players. Approximately 70% of institutional and homecare expenditures are funded by local governments in Western Europe. In the adult incontinence business, the principal methods and elements of competition include brand recognition and loyalty, product innovation, quality and performance, price and marketing and distribution capabilities.

OUR EMPLOYEES

We have over 9,300 employees, of which approximately 63% are employed in the United States, 31% in Canada, 5% in Europe and 1% in Asia. Approximately 53% of our employees are covered by collective bargaining agreements, generally on a facility-by-facility basis. Certain agreements covering approximately 674 employees will expire in 2013 and others will expire between 2014 and 2017.

OUR APPROACH TO SUSTAINABILITY

Domtar delivers a higher, lasting value to our customers, employees, shareholders and communities by viewing our business decisions within the larger context of sustainability. As a renewable fiber-based company,

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we take the long-term view on managing natural resources for the future. We prize efficiency in everything we do. We strive to minimize waste and encourage recycling. We have the highest standards for ethical conduct, for caring about the health and safety of each other, and for maintaining the environmental quality in the communities where we live and work. We value the partnerships we have formed with non-governmental organizations and believe they make us a better company, even if we do not always agree on every issue. We pay attention to being agile to respond to new opportunities, and we are focused in order to turn innovation into value creation. By embracing sustainability as our operating philosophy, we seek to internalize the fact that the choices we have and the impact of the decisions we make on our stakeholders are all interconnected. Further, we believe that our business and the people and communities who depend upon us are better served as we weave this focus on sustainability into the things we do.

Domtar effects this commitment to sustainability at every level and every location across the company. With the support of the Board of Directors, our Management Committee empowers senior managers from manufacturing, technology, finance, sales and marketing and corporate staff functions to regularly come together and establish key sustainability performance metrics, and to routinely assess and report on progress. In 2011, Domtar decided to establish a new, vice-president position to help lead this effort, allowing the company’s organizational structure to better reflect the priority focus the company places on sustainable performance. At the same time, recognizing that the promise of sustainability is only achieved if it is woven into the fiber of an organization, Domtar is committed to establishing EarthChoice Ambassadors—sustainability leaders and advocates—in every one of the company’s locations. We believe that weaving sustainability into our business positions Domtar for the future.

OUR ENVIRONMENTAL CHALLENGES

Our business is subject to a wide range of general and industry-specific laws and regulations in the United States and other countries were we have operations, relating to the protection of the environment, including those governing harvesting, air emissions, climate change, waste water discharges, the storage, management and disposal of hazardous substances and wastes, contaminated sites, landfill operation and closure obligations and health and safety matters. Compliance with these laws and regulations is a significant factor in the operation of our business. We may encounter situations in which our operations fail to maintain full compliance with applicable environmental requirements, possibly leading to civil or criminal fines, penalties or enforcement actions, including those that could result in governmental or judicial orders that stop or interrupt our operations or require us to take corrective measures at substantial costs, such as the installation of additional pollution control equipment or other remedial actions.

Compliance with environmental laws and regulations involves capital expenditures as well as additional operating costs. For example, in December 2012, the United States Environmental Protection Agency proposed a new set of standards related to all industrial boilers, including those present at pulp and paper mills. Additional information regarding environmental matters is included in Part I, Item 3, Legal Proceedings, under the caption “Climate change regulation” and in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K, under the section of Critical accounting policies, caption “Environmental matters and other asset retirement obligations.”

OUR INTELLECTUAL PROPERTY

Many of our brand name products are protected by registered trademarks. Our key trademarks include Cougar^®, Lynx^® Opaque Ultra, Husky^® Opaque Offset, First Choice^®, Domtar EarthChoice^®, Attends^®, NovaThin^®, NovaZorb^® and Ariva^®. These brand names and trademarks are important to the business. Our numerous trademarks have been registered in the United States and/or in other countries where our products are sold. The current registrations of these trademarks are effective for various periods of time. These trademarks may be renewed periodically, provided that we, as the registered owner, and/or licensee comply with all applicable renewal requirements, including the continued use of the trademarks in connection with similar goods.

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We own U.S. and foreign patents, some of which have expired or been abandoned, and have several pending patent applications. Our management regards these patents and patent applications as important but does not consider any single patent or group of patents to be materially important to our business as a whole.

INTERNET AVAILABILITY OF INFORMATION

In this Annual Report on Form 10-K, we incorporate by reference certain information contained in other documents filed with the Securities and Exchange Commission (“SEC”) and we refer you to such information. We file annual, quarterly and current reports and other information with the SEC. You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100F Street, NE, Washington DC, 20549. You may obtain information on the operation of the Public Reference Room by calling 1-800-SEC-0330. The SEC maintains a website at www.sec.gov that contains our quarterly and current reports, proxy and information statements, and other information we file electronically with the SEC. You may also access, free of charge, our reports filed with the SEC through our website. Reports filed or furnished to the SEC will be available through our website as soon as reasonably practicable after they are filed or furnished to the SEC. The information contained on our website, www.domtar.com, is not, and should in no way be construed as, a part of this or any other report that we filed with or furnished to the SEC.

OUR EXECUTIVE OFFICERS

John D. Williams, age 58, has been president, chief executive officer and a director of the Company since January 1, 2009. Previously, Mr. Williams served as president of SCA Packaging Europe between 2005 and 2008. Prior to assuming his leadership position with SCA Packaging Europe, Mr. Williams held increasingly senior management and operational roles in the packaging business and related industries.

Melissa Anderson, age 48, is the senior vice-president, human resources of the Company. Ms. Anderson joined Domtar in January 2010. Previously, she was senior vice-president, human resources and government relations, at The Pantry, Inc., an independently operated convenience store chain in the southeastern United States. Prior to this, she held senior management positions with International Business Machine (“IBM”) over the span of 19 years.

Daniel Buron, age 49, is the senior vice-president and chief financial officer of the Company. Mr. Buron was senior vice-president and chief financial officer of Domtar Inc. since May 2004. He joined Domtar Inc. in 1999. Prior to May 2004, he was vice-president, finance, pulp and paper sales division and, prior to September 2002, he was vice-president and controller. He has over 24 years of experience in finance.

Michael Edwards, age 65, is the senior vice-president, pulp and paper manufacturing of the Company. Mr. Edwards was vice-president, fine paper manufacturing of Weyerhaeuser since 2002. Since joining Weyerhaeuser in 1994, he has held various management positions in the pulp and paper operations. Prior to Weyerhaeuser, Mr. Edwards worked at Domtar Inc. for 11 years. His career in the pulp and paper industry spans over 49 years.

Michael Fagan, age 51, is the senior vice-president, personal care of the Company. Mr. Fagan joined Domtar in 2011, following the acquisition of Attends Healthcare Products, Inc. Mr. Fagan has been with Attends since 1999, when he was hired as Senior Vice President of Sales and Marketing. He was promoted to President and CEO in 2006. Prior to joining Attends, Mr. Fagan held a variety of sales development roles with Procter & Gamble, the previous owners of the Attends line of products.

Zygmunt Jablonski, age 59, is the senior vice-president, law and corporate affairs of the Company. Mr. Jablonski joined Domtar in 2008, after serving in various in-house counsel positions for major manufacturing and distribution companies in the paper industry for 13 years. From 1985 to 1994, he practiced law in Washington, DC.

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Patrick Loulou, age 44, is the senior vice-president, corporate development since he joined the Company in March 2007. Previously, he held a number of positions in the telecommunications sector as well as in management consulting. He has over 14 years of experience in corporate strategy and business development.

Mark Ushpol, age 49, is the senior vice-president, distribution of the Company. Mr. Ushpol joined Domtar in January 2010. Previously, he was sales and marketing director of Mondi Europe & International Uncoated Fine Paper, where he was in charge of global uncoated fine paper sales. He has over 23 years of experience in senior marketing and sales management with the last 16 years in the pulp and paper sector. Prior to that, he was involved in the plastics industry in South Africa for 8 years.

Richard L. Thomas, age 59, is the senior vice-president, sales and marketing of the Company. Mr. Thomas was vice-president of fine papers of Weyerhaeuser since 2005. Prior to 2005, he was vice-president, business papers of Weyerhaeuser. Mr. Thomas joined Weyerhaeuser in 2002 when Willamette Industries, Inc. was acquired by Weyerhaeuser. At Willamette, he held various management positions in operations since joining in 1992. Previously, he was with Champion International Corporation for 12 years.

FORWARD-LOOKING STATEMENTS

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

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

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

• product selling prices;

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

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

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

• the level of competition from domestic and foreign producers;

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

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

• transportation costs;

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

• legal proceedings;

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

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• changes in currency exchange rates, particularly the relative value of the U.S. dollar to the Canadian dollar;

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

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

• the other factors described under “Risk Factors,” in Part I, Item 1A of this Annual Report on Form 10-K.

You are cautioned not to unduly rely on such forward-looking statements, which speak only as of the date made, when evaluating the information presented in this Annual Report on Form 10-K. Unless specifically required by law, Domtar Corporation assumes no obligation to update or revise these forward-looking statements to reflect new events or circumstances.

ITEM 1A. RISK FACTORS

You should carefully consider the risks described below in addition to the other information presented in this Annual Report on Form 10-K.

RISKS RELATING TO THE INDUSTRIES AND BUSINESSES OF THE COMPANY

The Company’s paper products are vulnerable to long-term declines in demand due to competing technologies or materials.

The Company’s paper business competes with electronic transmission and document storage alternatives, as well as with paper grades it does not produce, such as uncoated groundwood. As a result of such competition, the Company is experiencing on-going decreasing demand for most of its existing paper products. As the use of these alternatives grows, demand for paper products is likely to further decline. Declines in demand for our paper products may adversely affect the Company’s business, results of operations and financial position.

Failure to successfully implement the Company business diversification initiatives could have a material adverse affect on its business, financial results or condition.

The Company is pursuing strategic initiatives that management considers important to our long-term success. The most recent initiatives include, but are not limited to, the acquisitions in adult incontinence business and the conversion of a commodity paper mill to produce lighter basis weight specialty paper. The intent of these initiatives is to help grow the business and counteract the secular decline in our core North American paper business. These initiatives may involve organic growth, select joint ventures and strategic acquisitions. The success of these initiatives will depend, among other things, on our ability to identify potential strategic initiatives, understand the key trends and principal drivers affecting businesses to be acquired and to execute the initiatives in a cost effective manner. There are significant risks involved with the execution of these initiatives, including significant business, economic and competitive uncertainties, many of which are outside of our control.

Strategic acquisitions may expose us to additional risks. We may have to compete for acquisition targets and any acquisitions we make may fail to accomplish our strategic objectives or may not perform as expected. In addition, the costs of integrating an acquired business may exceed our estimates and may take significant time and attention from senior management. Accordingly, we cannot predict whether we will succeed in implementing these strategic initiatives. If we fail to successfully diversify our business, it may have a material adverse effect on our competitive position, financial condition and operating results.

The pulp and paper industry is highly cyclical. Fluctuations in the prices of and the demand for the Company’s pulp and paper products could result in lower sales volumes and smaller profit margins.

The pulp and paper industry is highly cyclical. Historically, economic and market shifts, fluctuations in capacity and changes in foreign currency exchange rates have created cyclical changes in prices, sales volume and margins for the Company’s pulp and paper products. The length and magnitude of industry cycles have

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varied over time and by product, but generally reflect changes in macroeconomic conditions and levels of industry capacity. Most of the Company’s paper products are commodities that are widely available from other producers. Even the Company’s non-commodity products, such as value-added papers, are susceptible to commodity dynamics. Because commodity products have few distinguishing qualities from producer to producer, competition for these products is based primarily on price, which is determined by supply relative to demand.

The overall levels of demand for the products the Company manufactures and distributes, and consequently its sales and profitability, reflect fluctuations in levels of end-user demand, which depend in part on general macroeconomic conditions in North America and worldwide, the continuation of the current level of service and cost of postal services, as well as competition from electronic substitution. See “Conditions in the global capital and credit markets, and the economy generally, can adversely affect the Company business, results of operations and financial position” and “The Company’s paper products are vulnerable to long-term declines in demand due to competing technologies or materials.”

Industry supply of pulp and paper products is also subject to fluctuation, as changing industry conditions can influence producers to idle or permanently close individual machines or entire mills. Such closures can result in significant cash and/or non-cash charges. In addition, to avoid substantial cash costs in connection with idling or closing a mill, some producers will choose to continue to operate at a loss, sometimes even a cash loss, which could prolong weak pricing environments due to oversupply. Oversupply can also result from producers introducing new capacity in response to favorable short-term pricing trends.

Industry supply of pulp and paper products is also influenced by overseas production capacity, which has grown in recent years and is expected to continue to grow.

As a result, prices for all of the Company’s pulp and paper products are driven by many factors outside of its control, and the Company has little influence over the timing and extent of price changes, which are often volatile. Because market conditions beyond the Company’s control determine the prices for its commodity products, the price for any one or more of these products may fall below its cash production costs, requiring the Company to either incur cash losses on product sales or cease production at one or more of its pulp and paper manufacturing facilities. The Company continuously evaluates potential adjustments to its production capacity, which may include additional closures of machines or entire mills, and the Company could recognize significant cash and/or non-cash charges relating to any such closures in future periods. See Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operation, under “Closure and restructuring activities.” Therefore, the Company’s profitability with respect to these products depends on managing its cost structure, particularly wood fiber, chemical and energy costs, which represent the largest components of its operating costs and can fluctuate based upon factors beyond its control, as described below. If the prices of or demand for its pulp and paper products decline, or if its wood fiber, chemical or energy costs increase, or both, its sales and profitability could be materially and adversely affected.

Conditions in the global capital and credit markets and the economy generally, can adversely affect the Company’s business, results of operations and financial position.

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

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

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The Company faces intense competition in its markets, and the failure to compete effectively would have a material adverse effect on its business and results of operations.

The Company competes with both U.S. and Canadian producers and, for many of its product lines, global producers, some of which may have greater financial resources and lower production costs than the Company. The principal basis for competition is selling price. The Company’s ability to maintain satisfactory margins depends in large part on its ability to control its costs. The Company cannot provide assurance that it will compete effectively and maintain current levels of sales and profitability. If the Company cannot compete effectively, such failure will have a material adverse effect on its business and results of operations.

The Company’s pulp and paper businesses may have difficulty obtaining wood fiber at favorable prices, or at all.

Wood fiber is the principal raw material used by the Company, comprising approximately 20% of the total cost of sales during 2012. Wood fiber is a commodity, and prices historically have been cyclical. The primary source for wood fiber is timber. Environmental litigation and regulatory developments, alternative use for energy production and reduction in harvesting related to the housing market, have caused, and may cause in the future, significant reductions in the amount of timber available for commercial harvest in the United States and Canada. In addition, future domestic or foreign legislation and litigation concerning the use of timberlands, the protection of endangered species, the promotion of forest health and the response to and prevention of catastrophic wildfires could also affect timber supplies. Availability of harvested timber may be further limited by adverse weather, fire, insect infestation, disease, ice storms, wind storms, flooding and other natural and man made causes, thereby reducing supply and increasing prices. Wood fiber pricing is subject to regional market influences, and the Company’s cost of wood fiber may increase in particular regions due to market shifts in those regions. Any sustained increase in wood fiber prices would increase the Company’s operating costs, and the Company may be unable to increase prices for its products in response to increased wood fiber costs due to additional factors affecting the demand or supply of these products.

The Company currently meets its wood fiber requirements by purchasing wood fiber from third parties and by harvesting timber pursuant to its forest licenses and forest management agreements. If the Company’s cutting rights, pursuant to its forest licenses or forest management agreements are reduced, or any third-party supplier of wood fiber stops selling or is unable to sell wood fiber to the Company, our financial condition or results of operations could be materially and adversely affected.

An increase in the cost of the Company’s purchased energy or chemicals would lead to higher manufacturing costs, thereby reducing its margins.

The Company’s operations consume substantial amounts of energy such as electricity, natural gas, fuel oil, coal and hog fuel. Energy prices, particularly for electricity, natural gas and fuel oil, have been volatile in recent years. As a result, fluctuations in energy prices will impact the Company’s manufacturing costs and contribute to earnings volatility. While the Company purchases substantial portions of its energy under supply contracts, most of these contracts are based on market pricing.

Other raw materials the Company uses include various chemical compounds, such as precipitated calcium carbonate, sodium chlorate and sodium hydroxide, sulfuric acid, dyes, peroxide, methanol and aluminum sulfate. The costs of these chemicals have been volatile historically, and they are influenced by capacity utilization, energy prices and other factors beyond the Company’s control.

Due to the commodity nature of the Company’s products, the relationship between industry supply and demand for these products, rather than solely changes in the cost of raw materials, will determine the Company’s ability to increase prices. Consequently, the Company may be unable to pass on increases in its operating costs to its customers. Any sustained increase in chemical or energy prices without any corresponding increase in product pricing would reduce the Company’s operating margins and may have a material adverse effect on its business and results of operations.

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The Company depends on third parties for transportation services.

The Company relies primarily on third parties for transportation of the products it manufactures and/or distributes, as well as delivery of its raw materials. In particular, a significant portion of the goods it manufactures and raw materials it uses are transported by railroad or trucks, which are highly regulated. If any of its third-party transportation providers were to fail to deliver the goods the Company manufactures or distributes in a timely manner, the Company may be unable to sell those products at full value, or at all. Similarly, if any of these providers were to fail to deliver raw materials to the Company in a timely manner, it may be unable to manufacture its products in response to customer demand. In addition, if any of these third parties were to cease operations or cease doing business with the Company, it may be unable to replace them at reasonable cost. Any failure of a third-party transportation provider to deliver raw materials or finished products in a timely manner could harm the Company’s reputation, negatively impact its customer relationships and have a material adverse effect on its financial condition and operating results.

The Company could experience disruptions in operations and/or increased labor costs due to labor disputes or restructuring activities.

Employees at 23 of the Company’s facilities, representing a majority of the Company’s 9,300 employees, are represented by unions through collective bargaining agreements generally on a facility basis. Certain of these agreements will expire in 2013 and others will expire between 2014 and 2017. As of December 31, 2012, all unionized employees in the U.S., Canada and Europe were covered by a ratified agreement. In the future, the Company may not be able to negotiate acceptable new collective bargaining agreements, which could result in strikes or work stoppages or other labor disputes by affected workers. Renewal of collective bargaining agreements could also result in higher wages or benefits paid to union members. In addition, labor organizing activities could occur at any of the Company’s facilities. Therefore, the Company could experience a disruption of its operations or higher ongoing labor costs, which could have a material adverse effect on its business and financial condition.

In connection with the Company’s restructuring efforts, the Company has suspended operations at, or closed or announced its intention to close, various facilities and may incur liability with respect to affected employees, which could have a material adverse effect on its business or financial condition. In addition, the Company continues to evaluate potential adjustments to its production capacity, which may include additional closures of machines or entire mills, and the Company could recognize significant cash and/or non-cash charges relating to any such closures in the future.

The Company relies heavily on a small number of significant customers, including one customer that represented approximately 11% of the Company’s sales in 2012. A loss of any of these significant customers could materially adversely affect the Company’s business, financial condition or results of operations.

The Company heavily relies on a small number of significant customers. The Company’s largest customer, Staples, represented approximately 11% of the Company’s sales in 2012. A significant reduction in sales to any of the Company’s key customers, which could be due to factors outside its control, such as purchasing diversification or financial difficulties experienced by these customers, could materially adversely affect the Company’s business, financial condition or results of operations.

A material disruption at one or more of the Company’s manufacturing facilities could prevent it from meeting customer demand, reduce its sales and/or negatively impact its net income.

Any of the Company’s manufacturing facilities, or any of its machines within an otherwise operational facility, could cease operations unexpectedly due to a number of events, including:

• unscheduled maintenance outages;

• prolonged power failures;

• equipment failure;

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• chemical spill or release;

• explosion of a boiler;

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

• labor difficulties;

• government regulations;

• disruptions in the transportation infrastructure, including roads, bridges, railroad tracks and tunnels;

• adverse weather, fires, floods, earthquakes, hurricanes or other catastrophes;

• terrorism or threats of terrorism; or

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

Events such as those listed above have resulted in operating losses in the past. Future events may cause shutdowns, which may result in additional downtime and/or cause additional damage to the Company’s facilities. Any such downtime or facility damage could prevent the Company from meeting customer demand for its products and/or require it to make unplanned capital expenditures. If one or more of these machines or facilities were to incur significant downtime, it may have a material adverse effect on the Company financial results and financial position.

The Company’s operations require substantial capital, and it may not have adequate capital resources to provide for all of its capital requirements.

The Company’s businesses are capital intensive and require that it regularly incur capital expenditures in order to maintain its equipment, increase its operating efficiency and comply with environmental laws. In 2012, the Company’s total capital expenditures were $236 million (2011—$144 million).

If the Company’s available cash resources and cash generated from operations are not sufficient to fund its operating needs and capital expenditures, the Company would have to obtain additional funds from borrowings or other available sources or reduce or delay its capital expenditures. The Company may not be able to obtain additional funds on favorable terms, or at all. In addition, the Company’s debt service obligations will reduce its available cash flows. If the Company cannot maintain or upgrade its equipment as it requires or allocate funds to ensure environmental compliance, it could be required to curtail or cease some of its manufacturing operations, or it may become unable to manufacture products that compete effectively in one or more of its product lines.

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

The Company and its subsidiaries may incur substantial additional indebtedness in the future. Although the revolving credit facility contains restrictions on the incurrence of additional indebtedness, including secured indebtedness, these restrictions are subject to a number of qualifications and exceptions, and additional indebtedness incurred in compliance with these restrictions could be substantial. As of December 31, 2012, the Company had no borrowings and had outstanding letters of credit amounting to $12 million under its revolving credit facility, resulting in $588 million of availability for future drawings under this credit facility. Also, the Company can use securitization of certain receivables to provide additional liquidity to fund its operations. At December 31, 2012 the Company had no borrowings and $38 million of letters of credit outstanding under the securitization program (2011—nil and $28 million), resulting in $112 million of availability for future drawings under this program. Other new borrowings could also be incurred by Domtar Corporation or its subsidiaries. Among other things, the Company could determine to incur additional debt in connection with a strategic acquisition. If the Company incurs additional debt, the risks associated with its leverage would increase.

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The Company’s ability to generate the significant amount of cash needed to pay interest and principal on the Company’s unsecured long-term notes and service its other debt and financial obligations and its ability to refinance all or a portion of its indebtedness or obtain additional financing depends on many factors beyond the Company’s control.

For 2012, the Company had approximately $116 million in debt service, including $47 million of tender offer premium. The Company’s ability to make payments on and refinance its debt, including the Company’s unsecured long-term notes and amounts borrowed under its revolving credit facility, if any, and other financial obligations and to fund its operations will depend on its ability to generate substantial operating cash flow. The Company’s cash flow generation will depend on its future performance, which will be subject to prevailing economic conditions and to financial, business and other factors, many of which are beyond its control.

The Company’s business may not generate sufficient cash flow from operations and future borrowings may not be available to the Company under its revolving credit facility or otherwise in amounts sufficient to enable the Company to service its indebtedness, including the Company’s unsecured long-term notes, and borrowings, if any, under its revolving credit facility or to fund its other liquidity needs. If the Company cannot service its debt, the Company will have to take actions such as reducing or delaying capital investments, selling assets, restructuring or refinancing its debt or seeking additional equity capital. Any of these remedies may not be effected on commercially reasonable terms, or at all, and may impede the implementation of its business strategy. Furthermore, the revolving credit facility may restrict the Company from adopting any of these alternatives. Because of these and other factors that may be beyond its control, the Company may be unable to service its indebtedness.

The Company is affected by changes in currency exchange rates.

The Company has manufacturing and converting operations in the United States, Canada, Sweden and China. As a result, it is exposed to movements in foreign currency exchange rates in Canada, Europe and Asia. Moreover, certain assets and liabilities are denominated in currencies other than the U.S. dollar and are exposed to foreign currency movements. Therefor, the Company’s earnings are affected by increases or decreases in the value of the Canadian dollar and of other European and Asian currencies relative to the U.S. dollar. The Company’s Swedish subsidiary is exposed to movements in foreign currency exchange rates on transactions denominated in a different currency than its Euro functional currency. The Company’s risk management policy allows it to hedge a significant portion of its exposure to fluctuations in foreign currency exchange rates for periods up to three years. The Company may use derivative instruments (currency options and foreign exchange forward contracts) to mitigate its exposure to fluctuations in foreign currency exchange rates or to designate them as hedging instruments in order to hedge the subsidiary’s cash flow risk for purposes of the consolidated financial statements. There can be no assurance that the Company will be protected against substantial foreign currency fluctuations. This factor could adversely affect the Company’s financial results.

The Company has liabilities with respect to its pension plans and the actual cost of its pension plan obligations could exceed current provisions. As of December 31, 2012, the Company’s defined benefit plans had a surplus of $42 million on certain plans and a deficit of $189 million on others.

The Company’s future funding obligations for its defined benefit pension plans depend upon changes to the level of benefits provided by the plans, the future performance of assets set aside in trusts for these plans, the level of interest rates used to determine minimum funding levels, actuarial data and experience, and any changes in government laws and regulations. As of December 31, 2012, the Company’s Canadian defined benefit pension plans held assets with a fair value of $1,505 million (CDN $1,497 million), including a fair value of $213 million (CDN $211 million) of restructured asset backed notes (“ABN”) (formerly asset backed commercial paper (“ABCP”)).

Most of the ABN investments were subject to restructuring (under the court order governing the Montreal Accord that was completed in January 2009) while the remainder is in conduits restructured outside the Montreal Accord or subject to litigation between the sponsor and the credit counterparty. At December 31, 2012, the Company determined that the fair value of these ABN investments was $213 million (CDN $211 million)

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(2011—$205 million (CDN $208 million). Possible changes that could have a material effect on the future value of the ABN include (1) changes in the value of the underlying assets and the related derivative transactions, (2) developments related to the liquidity of the ABN market, (3) a severe and prolonged economic slowdown in North America and the bankruptcy of referenced corporate credits and (4) the passage of time, as most of the notes will mature by early 2017.

The Company does not expect any potential short-term liquidity issues to affect the pension funds since pension fund obligations are primarily long-term in nature. Losses in pension fund investments, if any, would result in future increased contributions by the Company or its Canadian subsidiaries. Additional contributions to these pension funds would be required to be paid over 5 year or 10 year periods, depending upon the applicable provincial requirement for funding solvency deficits. Losses, if any, would also impact operating results over a longer period of time and immediately increase liabilities and reduce equity.

The Company could incur substantial costs as a result of compliance with, violations of or liabilities under applicable environmental laws and regulations. It could also incur costs as a result of asbestos-related personal injury litigation.

The Company is subject to a wide range of general and industry-specific laws and regulations in the United States and other countries were we have operations, relating to the protection of the environment and natural resources, including those governing air emissions, greenhouse gases and climate change, wastewater discharges, harvesting, silvicultural activities, the storage, management and disposal of hazardous substances and wastes, the cleanup of contaminated sites, landfill operation and closure obligations, forestry operations and endangered species habitat, and health and safety matters. In particular, the pulp and paper industry in the United States is subject to the United States Environmental Protection Agency’s (“EPA”) “Cluster Rules.”

The Company has incurred, and expects that it will continue to incur, significant capital, operating and other expenditures complying with applicable environmental laws and regulations as a result of remedial obligations. The Company incurred $64 million of operating expenses and $4 million of capital expenditures in connection with environmental compliance and remediation in 2012. As of December 31, 2012, the Company had a provision of $83 million for environmental expenditures, including certain asset retirement obligations (such as for landfill capping and asbestos removal) ($92 million as of December 31, 2011).

The Company also could incur substantial costs, such as civil or criminal fines, sanctions and enforcement actions (including orders limiting its operations or requiring corrective measures, installation of pollution control equipment or other remedial actions), cleanup and closure costs, and third-party claims for property damage and personal injury as a result of violations of, or liabilities under, environmental laws and regulations. The Company’s ongoing efforts to identify potential environmental concerns that may be associated with its past and present properties will lead to future environmental investigations. Those efforts will likely result in the determination of additional environmental costs and liabilities which cannot be reasonably estimated at this time.

As the owner and operator of real estate, the Company may be liable under environmental laws for cleanup, closure and other damages resulting from the presence and release of hazardous substances, including asbestos, on or from its properties or operations. The amount and timing of environmental expenditures is difficult to predict, and, in some cases, the Company’s liability may be imposed without regard to contribution or to whether it knew of, or caused, the release of hazardous substances and may exceed forecasted amounts or the value of the property itself. The discovery of additional contamination or the imposition of additional cleanup obligations at the Company’s or third-party sites may result in significant additional costs. Any material liability the Company incurs could adversely impact its financial condition or preclude it from making capital expenditures that would otherwise benefit its business.

In addition, the Company may be subject to asbestos-related personal injury litigation arising out of exposure to asbestos on or from its properties or operations, and may incur substantial costs as a result of any defense, settlement, or adverse judgment in such litigation. The Company may not have access to insurance proceeds to cover costs associated with asbestos-related personal injury litigation.

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Enactment of new environmental laws or regulations or changes in existing laws or regulations, or interpretation thereof, might require significant expenditures. For example, changes in climate change regulation—See Part I, Item 3, Legal Proceedings, under the caption “Climate change regulation,” and see Part II, Item 8, Note 21 “Commitments and Contingencies” under the caption “Industrial Boiler Maximum Achievable Controlled Technology Standard (“MACT”).”

The Company may be unable to generate funds or other sources of liquidity and capital to fund environmental liabilities or expenditures.

Failure to comply with applicable laws and regulations could have a material adverse affect on our business, financial results or condition.

In addition to environmental laws, our business and operations are subject to a broad range of other laws and regulations in the United States and Canada as well as other jurisdictions in which we operate, including antitrust and competition laws, occupational health and safety laws and employment laws. Many of these laws and regulations are complex and subject to evolving and differing interpretation. If the Company is determined to have violated any such laws or regulations, whether inadvertently or willfully, it may be subject to civil and criminal penalties, including substantial fines, or claims for damages by third parties which may have a material adverse effect on the Company’s financial position, results of operations or cash flows.

The Company’s intellectual property rights are valuable, and any inability to protect them could reduce the value of its products and its brands.

The Company relies on patent, trademark and other intellectual property laws of the United States and other countries to protect its intellectual property rights. However, the Company may be unable to prevent third parties from using its intellectual property without its authorization, which may reduce any competitive advantage it has developed. If the Company had to litigate to protect these rights, any proceedings could be costly, and it may not prevail. The Company cannot guarantee that any United States or foreign patents, issued or pending, will provide it with any competitive advantage or will not be challenged by third parties. Additionally, the Company has obtained and applied for United States and foreign trademark registrations, and will continue to evaluate the registration of additional service marks and trademarks, as appropriate. The Company cannot guarantee that any of its pending patent or trademark applications will be approved by the applicable governmental authorities and, even if the applications are approved, third parties may seek to oppose or otherwise challenge these registrations. The failure to secure any pending patent or trademark applications may limit the Company’s ability to protect the intellectual property rights that these applications were intended to cover.

Interruption or failures of the Company information technology systems could have a material adverse effect on our business operations and financial results.

The Company information technology systems, some of which are dependent on services provided by third parties, serve an important role in the efficient operation of its business. This role includes ordering and managing materials from suppliers, managing its inventory, converting materials to finished products, facilitating order entry and fulfillment, processing transactions, summarizing and reporting its financial results, facilitating internal and external communications, administering human resources functions, and providing other processes necessary to manage its business. The failure of these information technology systems to perform as anticipated could disrupt the Company’s business and negatively impact its financial results. In addition, these information technology systems could be damaged or cease to function properly due to any number of causes, such as catastrophic events, power outages, security breaches, computer viruses, or cyber-based attacks. While the Company has contingency plans in place to prevent or mitigate the impact of these events, if they were to occur and the Company disaster recovery plans do not effectively address the issues on a timely basis, the Company could suffer interruptions in its ability to manage its operations, which may adversely affect its business and financial results.

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If the Company is unable to successfully retain and develop executive leadership and other key personnel, it may be unable to fully realize critical organizational strategies, goals and objectives.

The success of the Company is substantially dependent on the efforts and abilities of its key personnel, including its executive management team, to develop and implement its business strategies and manage its operations. The failure to retain key personnel or to develop successors with appropriate skills and experience for key positions in the Company could adversely affect the development and achievement of critical organizational strategies, goals and objectives. There can be no assurance that the Company will be able to retain or develop the key personnel it needs and the failure to do so may adversely affect its financial condition and results of operations.

A third party has demanded an increase in consideration from Domtar Inc. under an existing contract.

In July 1998, Domtar Inc. (now a 100% owned subsidiary of Domtar Corporation) acquired all of the issued and outstanding shares of E.B. Eddy Limited and E.B. Eddy Paper, Inc. (“E.B. Eddy”), an integrated producer of specialty paper and wood products. The purchase agreement included a purchase price adjustment whereby, in the event of the acquisition by a third-party of more than 50% of the shares of Domtar Inc. in specified circumstances, Domtar Inc. may be required to pay an increase in consideration of up to a maximum of $121 million (CDN$120 million), an amount gradually declining over a 25-year period. At March 7, 2007, the maximum amount of the purchase price adjustment was approximately $111 million (CDN$110 million).

On March 14, 2007, the Company received a letter from George Weston Limited (the previous owner of E.B. Eddy and a party to the purchase agreement) demanding payment of $111 million (CDN$110 million) as a result of the consummation of the series of transactions whereby the Fine Paper Business of Weyerhaeuser Company was transferred to the Company and the Company acquired Domtar Inc. on March 7, 2007 (the “Transaction”). On June 12, 2007, an action was commenced by George Weston Limited against Domtar Inc. in the Superior Court of Justice of the Province of Ontario, Canada, claiming that the consummation of the Transaction triggered the purchase price adjustment and sought a purchase price adjustment of $111 million (CDN$110 million) as well as additional compensatory damages. On March 31, 2011, George Weston Limited filed a motion for summary judgment. On September 3, 2012, the Court directed that this matter proceed to examinations for discovery and trial, rather than proceed by way of summary judgment. A trial is expected to commence on October 21, 2013. The Company does not believe that the consummation of the Transaction triggers an obligation to pay an increase in consideration under the purchase price adjustment and intends to defend itself vigorously against any claims with respect thereto. However, the Company may not be successful in the defense of such claims, and if the Company is ultimately required to pay an increase in consideration, such payment may have a material adverse effect on the Company’s financial position, results of operations or cash flows. No provision is recorded for this matter.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

A description of our mills and related properties is included in Part I, Item I, Business, of this Annual Report on Form 10-K.

Production facilities

We own all of our production facilities with the exception of certain portions that are subject to leases with government agencies in connection with industrial development bond financings or fee-in-lieu-of-tax agreements, and lease substantially all of our sales offices, regional replenishment centers and warehouse facilities. We believe our properties are in good operating condition and are suitable and adequate for the operations for which they are used. We own substantially all of the equipment used in our facilities.

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Forestlands

We optimized 16 million acres of forestland directly and indirectly licensed or owned in Canada and the United States through efficient management and the application of certified sustainable forest management practices such that a continuous supply of wood is available for future needs.

Listing of facilities and locations

Head Office

Montreal, Quebec

Pulp and Paper

Operation Center:

Fort Mill, South Carolina

Uncoated Freesheet:

Ashdown, Arkansas

Espanola, Ontario

Hawesville, Kentucky

Johnsonburg, Pennsylvania

Kingsport, Tennessee

Marlboro, South Carolina

Nekoosa, Wisconsin

Port Huron, Michigan

Rothschild, Wisconsin

Windsor, Quebec

Pulp:

Dryden, Ontario

Kamloops, British Columbia

Plymouth, North Carolina

Chip Mills:

Hawesville, Kentucky

Johnsonburg, Pennsylvania

Kingsport, Tennessee

Marlboro, South Carolina

Converting and Distribution—Onsite:

Ashdown, Arkansas

Rothschild, Wisconsin

Windsor, Quebec

Converting and Distribution—Offsite:

Addison, Illinois

Brownsville, Tennessee

Dallas, Texas

DuBois, Pennsylvania

Griffin, Georgia

Indianapolis, Indiana

Owensboro, Kentucky

Ridgefields, Tennessee

Rock Hill, South Carolina

Tatum, South Carolina

Washington Court House, Ohio

Zengcheng, China

Forms Manufacturing:

Dallas, Texas

Indianapolis, Indiana

Rock Hill, South Carolina

Enterprise Group*—United States:

Birmingham, Alabama

Phoenix, Arizona

Hayward, California

Riverside, California

Denver, Colorado

Jacksonville, Florida

Lakeland, Florida

Medley, Florida

Duluth, Georgia

Boise, Idaho

Addison, Illinois

Indianapolis, Indiana

Piper, Indiana

Altoona, Iowa

Kansas City, Kansas

Lexington, Kentucky

Louisville, Kentucky

Mansfield, Massachusetts

Wayland, Michigan

Wayne, Michigan

Minneapolis, Minnesota

Jackson, Mississippi

Overland, Missouri

Omaha, Nebraska

Hoboken, New Jersey

Albuquerque, New Mexico

Buffalo, New York

Charlotte, North Carolina

Brookpark, Ohio

Cincinnati, Ohio

Plain City, Ohio

Langhorne, Pennsylvania

Pittsburgh, Pennsylvania

Chattanooga, Tennessee

Knoxville, Tennessee

Memphis, Tennessee

Antioch, Tennessee

El Paso, Texas

Garland, Texas

Houston, Texas

San Antonio, Texas

Salt Lake City, Utah

Richmond, Virginia

Kent, Washington

Milwaukee, Wisconsin

Enterprise Group*—Canada:

Calgary, Alberta

Dorval, Quebec

Brampton, Ontario

Delta, British Columbia

Regional Replenishment Centers (RRC)—United States:

Charlotte, North Carolina

Addison, Illinois

Garland, Texas

Jacksonville, Florida

Langhorne, Pennsylvania

Mira Loma, California

Kent, Washington

Regional Replenishment Centers (RRC)—Canada:

Richmond, Quebec

Missisauga, Ontario

Winnipeg, Manitoba

Representative office—International

Guangzhou, China

Hong Kong, China

Distribution

Divisional Head Office:

Covington, Kentucky

Ariva—Eastern Region:

Albany, New York

Boston, Massachusetts

Harrisburg, Pennsylvania

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Hartford, Connecticut

Lancaster, Pennsylvania

New York, New York

Philadelphia, Pennsylvania

Southport, Connecticut

Washington, DC / Baltimore, Maryland

Ariva—Midwest Region:

Covington, Kentucky

Cincinnati, Ohio

Cleveland, Ohio

Columbus, Ohio

Dayton, Ohio

Fort Wayne, Indiana

Indianapolis, Indiana

Ariva—Canada:

Ottawa, Ontario

Toronto, Ontario

Montreal, Quebec

Quebec City, Quebec

Halifax, Nova Scotia

Mount Pearl, Newfoundland

Personal Care

Divisional Head Office:

Raleigh, North Carolina

Attends—North America

Manufacturing and Distribution:

Greenville, North Carolina

Attends—Europe

Manufacturing and Distribution:

Aneby, Sweden

EAM Corporation

Manufacturing and Distribution:

Jesup, Georgia

* Enterprise Group is involved in the sale and distribution of Domtar papers, notably continuous forms, cut size business papers as well as digital papers, converting rolls and specialty products.

ITEM 3. LEGAL PROCEEDINGS

In the normal course of operations, the Company becomes involved in various legal actions mostly related to contract disputes, patent infringements, environmental and product warranty claims, and labor issues. The Company periodically reviews the status of these proceedings and assesses the likelihood of any adverse judgments or outcomes of these legal proceedings, as well as analyzes probable losses. Although the final outcome of any legal proceeding is subject to a number of variables and cannot be predicted with any degree of certainty, management currently believes that the ultimate outcome of current legal proceedings will not have a material adverse effect on the Company’s long-term results of operations, cash flow or financial position. However, an adverse outcome in one or more of the following significant legal proceedings could have a material adverse effect on the Company results or cash flow in a given quarter or year.

Acquisition of E.B. Eddy Limited and E.B. Eddy Paper, Inc.

In July 1998, Domtar Inc. (now a 100% owned subsidiary of Domtar Corporation) acquired all of the issued and outstanding shares of E.B. Eddy Limited and E.B. Eddy Paper, Inc. (“E.B. Eddy”), an integrated producer of specialty paper and wood products. The purchase agreement included a purchase price adjustment whereby, in the event of the acquisition by a third party of more than 50% of the shares of Domtar Inc. in specified circumstances, Domtar Inc. may be required to pay an increase in consideration of up to a maximum of $121 million (CDN$120 million), an amount gradually declining over a 25-year period. At March 7, 2007, the maximum amount of the purchase price adjustment was approximately $111 million (CDN$110 million).

On March 14, 2007, the Company received a letter from George Weston Limited (the previous owner of E.B. Eddy and a party to the purchase agreement) demanding payment of $111 million (CDN$110 million) as a result of the consummation of the series of transactions whereby the Fine Paper Business of Weyerhaeuser Company was transferred to the Company and the Company acquired Domtar Inc. on March 7, 2007 (the “Transaction”). On June 12, 2007, an action was commenced by George Weston Limited against Domtar Inc. in the Superior Court of Justice of the Province of Ontario, Canada, claiming that the consummation of the Transaction triggered the purchase price adjustment and sought a purchase price adjustment of $111 million (CDN$110 million) as well as additional compensatory damages. On March 31, 2011, George Weston Limited filed a motion for summary judgment. On September 3, 2012, the court directed that this matter proceed to examination for discovery and trial, rather than proceed by way of summary judgment. The trial is expected to commence on October 21, 2013. The Company does not believe that the consummation of the Transaction

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triggers an obligation to pay an increase in consideration under the purchase price adjustment and intends to defend itself vigorously against any claims with respect thereto. However, the Company may not be successful in the defense of such claims, and if the Company is ultimately required to pay an increase in consideration, such payment may have a material adverse effect on the Company’s financial position, results of operations or cash flows. No provision is recorded for this matter.

Asbestos claims

Various asbestos-related personal injury claims have been filed in U.S. state and federal courts against Domtar Industries Inc. and certain other affiliates of the Company in connection with alleged exposure by people to products or premises containing asbestos. While the Company believes that the ultimate disposition of these matters, both individually and on an aggregate basis, will not have a material adverse effect on its financial condition, there can be no assurance that the Company will not incur substantial costs as a result of any such claim. These claims have not yielded a significant exposure in the past. The Company has recorded a provision for these claims and any reasonable possible loss in excess of the provision is not considered to be material.

Environment

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

Domtar Inc. and the Company is or may be a “potentially responsible party” with respect to various hazardous waste sites that are being addressed pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (“Superfund”) or similar laws. Domtar continues to take remedial action under its Care and Control Program, as such sites mostly relate to its former wood preserving operating sites, and a number of operating sites due to possible soil, sediment or groundwater contamination. The investigation and remediation process is lengthy and subject to the uncertainties of changes in legal requirements, technological developments and, if and when applicable, the allocation of liability among potentially responsible parties.

An action was commenced by Seaspan International Ltd. (“Seaspan”) in the Supreme Court of British Columbia, on March 31, 1999 against Domtar Inc. and others with respect to alleged contamination of Seaspan’s site bordering Burrard Inlet in North Vancouver, British Columbia, including contamination of sediments in Burrard Inlet, due to the presence of creosote and heavy metals. Beyond the filing of preliminary pleadings, no steps have been taken by the parties in this action. On February 16, 2010, the government of British Columbia issued a Remediation Order to Seaspan and Domtar Inc. (“responsible persons”) in order to define and implement an action plan to address soil, sediment and groundwater issues. This Order was appealed to the Environmental Appeal Board (“Board”) on March 17, 2010 but there is no suspension in the execution of this Order unless the Board orders otherwise. The appeal hearing has been adjourned and has been preliminarily re-scheduled for the fall of 2013. The relevant government authorities selected a remediation approach on July 15, 2011 and on January 8, 2013 the same authorities decided that each responsible persons’ implementation plan is satisfactory and that the responsible persons are to decide which plan is to be used. On February 6, 2013, the responsible persons appealed the January 8, 2013 decision and Seaspan applied for a stay of execution. On February 18, 2013, the Board granted an interim stay of the January 8, 2013 decision. The Company has recorded an environmental reserve to address estimated exposure and the reasonably possible loss in excess of the reserve is not considered to be material for this matter.

At December 31, 2012, the Company had a provision of $83 million ($92 million at December 31, 2011) for environmental matters and other asset retirement obligations. Certain of these amounts have been discounted due to more certainty of the timing of expenditures. Additional costs, not known or identifiable, could be incurred for remediation efforts. Based on policies and procedures in place to monitor environmental exposure, management believes that such additional remediation costs would not have a material adverse effect on the Company’s financial position, result of operations or cash flows.

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Climate change regulation

Since 1997, when an international conference on global warming concluded an agreement known as the Kyoto Protocol, which called for reductions of certain emissions that may contribute to increases in atmospheric greenhouse gas (“GHG”) concentrations, various international, national and local laws have been proposed or implemented focusing on reducing GHG emissions. These actual or proposed laws do or may apply in the countries where the Company currently has, or may have in the future, manufacturing facilities or investments.

In the United States, Congress has considered legislation to reduce emissions of GHGs, although it appears that the federal government will continue to consider methods to reduce GHG emissions from public utilities and certain other emitters. Several states already are regulating GHG emissions from public utilities and certain other significant emitters, primarily through regional GHG cap-and-trade programs. Furthermore, the U.S. Environmental Protection Agency (“EPA”) has adopted and implemented GHG permitting requirements for new source and modifications of existing industrial facilities and has recently proposed GHG performance standard for new electric utilities under the agency’s existing Clean Air Act authority. Passage of GHG legislation by Congress or individual states, or the adoption of regulations by the EPA or analogous state agencies, that restrict emissions of GHGs in areas in which the Company conducts business could have a variety of impacts upon the Company, including requiring it to implement GHG containment and reduction programs or to pay taxes or other fees with respect to any failure to achieve the mandated results. This, in turn, will increase the Company’s operating costs. However, the Company does not expect to be disproportionately affected by these measures compared with other pulp and paper producers in the United States.

The province of Quebec initiated, as part of its commitment to the Western Climate Initiative (“WCI”), a GHG cap-and-trade system on January 1, 2012. Reduction targets for Quebec have been promulgated and are effective starting January 1, 2013. The Company does not expect the cost of compliance will have a material impact on the Company’s financial position, results of operations or cash flows. With the exception of the British Columbia carbon tax, which applies to the purchase of fossil fuels within the province and which was implemented in 2008, there are presently no federal or provincial legislation on regulatory obligations that affect the emission of GHGs for the Company’s pulp and paper operations elsewhere in Canada.

Under the Copenhagen Accord, the Government of Canada has committed to reducing greenhouse gases by 17% from 2005 levels by 2020. A sector by sector approach is being used to set performance standards to reduce greenhouse gases. On September 5, 2012, final regulations were published for the coal-fired electrical generators which will go in force July 1, 2015. The industry sector, which includes pulp and paper, is the next sector to undergo this review. The Company does not expect the performance standards to be disproportionately affected by these future measures compared with other pulp and paper producers in Canada.

While it is likely that there will be increased regulation relating to GHG emissions in the future, at this stage it is not possible to estimate either a timetable for the promulgation or implementation of any new regulations or the Company’s cost of compliance to said regulations. The impact could, however, be material.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET INFORMATION

Domtar Corporation’s common stock is traded on the New York Stock Exchange and the Toronto Stock Exchange under the symbol “UFS.” The following table sets forth the price ranges of our common stock during 2012 and 2011.

	New York Stock Exchange ($)						Toronto Stock Exchange (CDN$)
	High		Low		Close		High		Low		Close
2012 Quarter
First		100.59		83.98		95.38		99.71		84.92		95.28
Second		99.27		75.64		76.71		98.34		78.00		78.00
Third		78.80		69.73		78.29		80.00		70.25		77.07
Fourth		84.66		73.08		83.52		84.00		73.21		82.90
Year		100.59		69.73		83.52		99.71		70.25		82.90
2011 Quarter
First		93.88		75.49		91.78		92.71		75.43		89.00
Second		105.80		84.72		94.72		102.31		81.53		91.37
Third		99.65		64.58		68.17		95.44		63.88		71.36
Fourth		85.21		62.28		79.96		84.82		66.12		81.51
Year		105.80		62.28		79.96		102.31		63.88		81.51

HOLDERS

At December 31, 2012, the number of shareholders of record (registered and non-registered) of Domtar Corporation common stock was approximately 7,870 and the number of shareholders of record (registered and non-registered) of Domtar (Canada) Paper Inc. exchangeable shares was approximately 6,519.

DIVIDENDS AND STOCK REPURCHASE PROGRAM

On February 20, 2013, the Board of Directors approved a quarterly dividend of $0.45 per share to be paid to holders of the Company’s common stock, as well as holders of exchangeable shares of Domtar (Canada) Paper Inc. This dividend is to be paid on April 15, 2013 to shareholders of record on March 15, 2013.

During 2012, Domtar Corporation declared and paid four quarterly dividends. The first quarter dividend was $0.35 per share, relating to 2011, and the remainder were $0.45 per share relating to 2012, to holders of the Company’s common stock, as well as holders of exchangeable shares of Domtar (Canada) Paper Inc., a subsidiary of Domtar Corporation. The total dividends of approximately $13 million, $16 million, $16 million and $16 million were paid on April 16, 2012, July 16, 2012, October 15, 2012 and January 15, 2013, respectively.

During 2011, Domtar Corporation declared and paid four quarterly dividends. The first quarter dividend was $0.25 per share relating to 2010 and the remainder were $0.35 per share relating to 2011, to holders of the Company’s common stock, as well as holders of exchangeable shares of Domtar (Canada) Paper Inc., a subsidiary of Domtar Corporation. The total dividends of approximately $10 million, $15 million and $13 million were paid on April 15, July 15 and October 17, 2011, respectively, and the fourth quarter dividend of approximately $13 million was paid on January 15, 2012.

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In addition, on May 4, 2010, the Board of Directors authorized a stock repurchase program (the “Program”) for up to $150 million of the Company’s common stock. On May 4, 2011, the Company’s Board of Directors approved an increase to the Program from $150 million to $600 million. On December 15, 2011, the Company’s Board of Directors approved another increase to the Program from $600 million to $1 billion. Under the Program, the Company is authorized to repurchase from time to time shares of its outstanding common stock on the open market or in privately negotiated transactions in the United States. The timing and amount of stock repurchases will depend on a variety of factors, including the market conditions as well as corporate and regulatory considerations. The Program may be suspended, modified or discontinued at any time and the Company has no obligation to repurchase any amount of its common stock under the Program. The Program has no set expiration date. The Company repurchases its common stock, from time to time, in part to reduce the dilutive effects of its stock options, awards, and employee stock purchase plan and to improve shareholders’ returns.

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

During 2012, the Company repurchased 2,000,925 shares at an average price of $78.32 for a total cost of $157 million (2011—5,921,732; $83.52 and $494 million, respectively). As of February 21, 2013, the Company repurchased 156,500 shares at an average price of $76.18 for a total cost of $12 million since the beginning of 2013.

All shares repurchased are recorded as Treasury stock on the Consolidated Balance Sheets under the par value method at $0.01 per share.

Share repurchase activity under our share repurchase program was as follows during the year ended December 31, 2012:

Period	(a) Total Number of Shares Purchased		(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		(d) Approximate Dollar Value of Shares that May Yet be Purchased under the Plans or Programs (in 000s)
January 1 through March 31, 2012		37,171	$	94.57		37,171	$	457,670
April 1 through June 30, 2012		891,902	$	80.27		891,902	$	386,078
July 1 through September 30, 2012		592,594	$	75.52		592,594	$	341,326
October 1 through December 31, 2012		479,258	$	76.89		479,258	$	304,477
		2,000,925	$	78.32		2,000,925	$	304,477

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PERFORMANCE GRAPH

This graph compares the return on a $100 investment in the Company’s common stock on December 31, 2007 with a $100 investment in an equally-weighted portfolio of a peer group⁽¹⁾, and a $100 investment in the S&P 400 MidCap Index. This graph assumes that returns are in local currencies and assumes quarterly reinvestment of dividends. The measurement dates are the last trading day of the period as shown.

In May 2011, Domtar Corporation was added to the Standard and Poor’s MidCap 400 Index and since then we are using this Index.

(1) On May 18, 2007, the Human Resources Committee of the Board of Directors established performance measures as part of the Performance Conditioned Restricted Stock Unit (“PCRSUs”) Agreement including the achievement of a total shareholder return compared to a peer group. The 2012 peer group includes Boise Inc., Buckeye Technologies Inc., Clearwater Paper Corporation, RockTenn Company, Kapstone Paper & Packaging Corporation, Schweitzer-Mauduit International Inc., Sonoco Products Company, Glatfelter Corporation, International Paper Co., MeadWestvaco Corporation, Packaging Corp. of America, Sappi Ltd., UPM-Kymmene Corp., and Wausau Paper Corporation.

This graph assumes that returns are in local currencies and assumes quarterly reinvestment of dividends and special dividends.

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ITEM 6. SELECTED FINANCIAL DATA

The following sets forth selected historical financial data of the Company for the periods and as of the dates indicated. The selected financial data as of and for the fiscal years then ended have been derived from the audited financial statements of Domtar Corporation.

The following table should be read in conjunction with Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations and Part II, Item 8, Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

	Year ended
FIVE YEAR FINANCIAL SUMMARY	December 31, 2012		December 31, 2011		December 31, 2010		December 31, 2009		December 31, 2008 (1)
(In millions of dollars, except per share figures)
Statement of Income Data:
Sales	$	5,482	$	5,612	$	5,850	$	5,465	$	6,394
Closure and restructuring costs and, impairment and write-down of goodwill, property, plant and equipment and intangible assets		44		137		77		125		751
Depreciation and amortization		385		376		395		405		463
Operating income (loss)		367		592		603		615		(437	)
Net earnings (loss)		172		365		605		310		(573	)
Net earnings (loss) per share—basic	$	4.78	$	9.15	$	14.14	$	7.21	($	13.33	)
Net earnings (loss) per share—diluted	$	4.76	$	9.08	$	14.00	$	7.18	($	13.33	)
Cash dividends declared and paid per common and exchangeable share	$	1.70	$	1.30	$	0.75		—		—
Balance Sheet Data:
Cash and cash equivalents	$	661	$	444	$	530	$	324	$	16
Net property, plant and equipment		3,401		3,459		3,767		4,129		4,301
Total assets		6,123		5,869		6,026		6,519		6,104
Working capital		648		660		655		1,024		841
Long-term debt due within one year		79		4		2		11		18
Long-term debt		1,128		837		825		1,701		2,110
Total shareholders’ equity		2,877		2,972		3,202		2,662		2,143

(1) In 2008, we conducted an impairment test on our goodwill and concluded that goodwill was impaired and we recorded a non-cash impairment charge of $321 million. Also in 2008, we conducted impairment tests on our Dryden, Ontario and Columbus, Mississippi mills and concluded the assets were impaired and recorded a non-cash impairment charge of $360 million.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with Domtar Corporation’s audited consolidated financial statements and notes thereto included in Part II, Item 8, Financial Statements and Supplementary Data of this Annual Report on Form 10-K. Throughout this MD&A, unless otherwise specified, “Domtar Corporation,” “the Company,” “Domtar,” “we,” “us” and “our” refer to Domtar Corporation and its subsidiaries, as well as its investments. Domtar Corporation’s common stock is listed on the New York Stock Exchange and the Toronto Stock Exchange. Except where otherwise indicated, all financial information reflected herein is determined on the basis of accounting principles generally accepted in the United States (“GAAP”).

In accordance with industry practice, in this report, the term “ton” or the symbol “ST” refers to a short ton, an imperial unit of measurement equal to 0.9072 metric tons. The term “metric ton” or the symbol “ADMT” refers to an air dry metric ton. In this report, unless otherwise indicated, all dollar amounts are expressed in U.S. dollars, and the term “dollars” and the symbol “$” refer to U.S. dollars. In the following discussion, unless otherwise noted, references to increases or decreases in income and expense items, prices, contribution to net earnings (loss), and shipment volume are based on the twelve month periods ended December 31, 2012, 2011 and 2010. The twelve month periods are also referred to as 2012, 2011 and 2010.

EXECUTIVE SUMMARY

In 2012, we reported operating income of $367 million, a decrease of $225 million compared to $592 million in 2011. This decrease in operating income is mainly due to a decrease in our pulp and paper segment, which experienced lower selling prices for pulp ($184 million reflecting a selling price decrease of approximately 16% when compared to 2011), lower paper shipments ($39 million reflecting a decrease in demand for our paper by approximately 6% when compared to 2011) as well as the negative impact of lower production volume ($60 million). Our strategy of maintaining our production levels in line with our customer demand has resulted in taking lack-of-order downtime and slowdowns of 85,000 tons of paper in 2012, compared to 47,000 tons in 2011. We also had lower deliveries in our Distribution segment and higher costs for chemicals and fiber in 2012 when compared to 2011. These cost increases were partially offset by lower impairment and write-down of property, plant and equipment and intangible assets costs of $71 million, lower closure and restructuring costs of $22 million, lower energy costs of $18 million and higher pulp shipments of $13 million in 2012. In addition, we had an increase in operating income in our Personal Care segment of $38 million when compared to 2011. This increase in operating income in our Personal Care segment is mostly related to the inclusion of a full year of results for Attends Healthcare Inc. (“Attends US”) as well as the acquisition of Attends Healthcare Limited (“Attends Europe”) in the first quarter of 2012 and the acquisition of EAM Corporation (“EAM”) in the second quarter of 2012.

These and other factors that affected the year-over-year comparison of financial results are discussed in the year-over-year and segment analysis.

In 2013, we expect market demand for uncoated freesheet paper to decline at a 3 to 4% rate in North America, but our shipments are expected to trend slightly better than market due to an exposure to stable specialty and packaging papers and the incremental volume from the supply agreement signed with Appleton. Paper prices are expected to remain at levels similar to year-end while we expect a slow and steady recovery in pulp prices. The implementation of our growth plans in the Personal Care segment are expected to yield incremental earnings beginning in the fourth quarter of 2013.

Acquisition of Businesses

On May 10, 2012, we completed the acquisition of 100% of the outstanding shares of EAM, a leading manufacturer of high quality absorbent composite solutions, from Kinderhook Industries, LLC. EAM produces airlaid and ultrathin laminated absorbent cores with brands such as NovaThin^® and NovaZorb^® used in feminine

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hygiene, adult incontinence, baby diapers and other medical healthcare and performance packaging solutions. EAM operates a manufacturing, research and development and distribution facility in Jesup, Georgia. The purchase price was $61 million in cash, including working capital, net of cash acquired of $1 million. The results of EAM’s operations have been included in the consolidated financial statements since May 1, 2012, the effective date of the transaction and are presented in the Personal Care reportable segment.

On March 1, 2012, we completed the acquisition of 100% of the outstanding shares of Attends Europe, a manufacturer and supplier of adult incontinence care products in Northern Europe. Attends Europe sells and markets a complete line of branded and private-label adult incontinence products distributed through several channels, with sales organizations in nine Northern European countries. Attends Europe operates a manufacturing, research and development and distribution facility in Aneby, Sweden, and also operates a distribution center in Germany. The purchase price was $232 million (€173 million) in cash, including working capital, net of acquired cash of $4 million (€3 million). The results of Attends Europe’s operations have been included in the consolidated financial statements since March 1, 2012, the effective date of the transaction and are presented in the Personal Care reportable segment.

Closure and Restructuring Activities and Impairment and Write-down of Property, Plant and Equipment and Intangible Assets

In 2011, we decided to withdraw from one of our multiemployer pension plans and recorded a withdrawal liability and a charge to earnings of $32 million. In 2012, as a result of a revision in the estimated withdrawal liability, we recorded a further charge to earnings of $14 million. Also in 2012, we withdrew from a second multiemployer pension plan and recorded a withdrawal liability and a charge to earnings of $1 million. While this is our best estimate of the ultimate cost of the withdrawal from these plans at December 31, 2012, additional withdrawal liabilities may be incurred based on the final fund assessment expected to occur in the second quarter of 2013. Further, we remain liable for potential additional withdrawal liabilities to the fund in the event of a mass withdrawal, as defined by statute, occurring anytime within the next three years.

During the fourth quarter of 2012, we announced the permanent shut down of a pulp machine at our Kamloops, British Columbia pulp mill (“Kamloops mill”). The pulp machine is expected to be closed by the end of March 2013. This decision will result in a permanent curtailment of our annual pulp production by approximately 120,000 ADMT of sawdust softwood pulp and will affect approximately 125 employees. As a result of this permanent shutdown, we recorded $7 million of impairment on property, plant and equipment (a component of Impairment and write-down of property, plant and equipment and intangible assets on the Consolidated Statement of Earnings and Comprehensive Income), $5 million of severance and termination costs and $4 million of inventory write-downs. We expect to record a further $12 million of accelerated depreciation over the first quarter of 2013 in relation to these assets and $3 million of other costs in 2013.

During the first quarter of 2012, we recorded a $2 million write-down of property, plant and equipment at our Mira Loma, California converting plant (“Mira Loma plant”) in Impairment and write-down of property, plant and equipment (a component of Impairment and write-down of property, plant and equipment and intangible assets on the Consolidated Statement of Earnings and Comprehensive Income).

During 2012, other costs related to previous and ongoing closures include $1 million in severance and termination costs, $1 million of inventory write-downs and $5 million in other costs.

Deterioration in sales and operating results of Ariva U.S., a subsidiary included in our Distribution segment, has led us to test the customer relationships of this asset group for recoverability. As of December 31, 2012, we recognized an impairment charge of $5 million included in Impairment and write-down of property, plant and equipment and intangible assets related to customer relationships in the Distribution segment as a result of the revised long-term forecast used in our annual budget exercise in the fourth quarter of 2012. We concluded that no further impairment or impairment indicators exist as of December 31, 2012.

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We continue to evaluate potential adjustments to our production capacity, which may include additional closures of machines or entire mills, and we could recognize significant cash and/or non-cash charges relating to any such closures in future periods. Information relating to all our closure and restructuring activities are contained under the caption Closure and Restructuring of the segment analyses, of this MD&A, where applicable.

Sale of Hydro Assets in Ottawa, Ontario and Gatineau, Quebec

On November 20, 2012, we sold our hydro assets in Ottawa, Ontario and Gatineau, Quebec. The transaction was for an aggregate value of approximately $46 million (CDN $46 million) and included three power stations (21 megawatts of installed capacity), water rights in the area, as well as Domtar Inc.’s equity stake in the Chaudière Water Power Inc., a ring dam consortium. We had approximately 12 workers operating the hydro assets in Ottawa/ Gatineau which became employees of the buyer upon the closing of the transaction. As a result of this transaction, we incurred a loss relating to the curtailment of the pension plan of $2 million and legal fees of $1 million, both of which are recorded in Other operating loss (income) on the Consolidated Statements of Earnings and Comprehensive Income.

Senior Notes Offering

On August 20, 2012, we issued $250 million aggregate principal amount of senior 6.25% Notes due 2042 for net proceeds of $247 million. The net proceeds from the offering of the Notes were placed in short-term investment vehicles pending being used for general corporate purposes.

On March 7, 2012, we issued $300 million aggregate principal amount of senior 4.4% Notes, due 2022 for net proceeds of $297 million. The net proceeds from the offering were used in part to fund the purchase price of the 5.375% Notes due 2013, 7.125% Notes due 2015, 9.5% Notes due 2016, and 10.75% Notes due 2017 tendered and accepted for purchase pursuant to the tender offer described below, including the payment of accrued interest and applicable early tender premiums not funded with cash on hand, as well as for general corporate purposes.

Tender Offer for Certain Outstanding Notes

On February 22, 2012, we announced the commencement of a cash tender offer for our outstanding 5.375% Notes due 2013, 7.125% Notes due 2015, 9.5% Notes due 2016, and 10.75% Notes due 2017, such that the maximum aggregate consideration for Notes purchased in the tender offer, excluding accrued and unpaid interest, would not exceed $250 million. The tender offer expired on March 21, 2012 and we repurchased $186 million of notes for an aggregate consideration of $233 million, excluding accrued and unpaid interest. We incurred $47 million of tender premiums and $3 million of additional charges as a result of this extinguishment.

Dividend and Stock Repurchase Program

In 2012, we repurchased 2,000,925 shares of our common stock at an average price of $78.32 for a total cost of $157 million and paid quarterly cash dividends in an aggregate amount of $58 million.

RECENT DEVELOPMENTS

On February 25, 2013, we announced that we will redeem approximately $71 million in aggregate principal amount of our 5.375% Notes due 2013, representing the majority of the notes outstanding. The notes will be redeemed at a redemption price of 100 percent of the principal amount, plus accrued and unpaid interest, as well as a make-whole premium.

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OUR BUSINESS

We operate the following business activities: Pulp and Paper, Distribution and Personal Care. A description of our business is included in Part I, Item 1, under the section “Business” of this Annual Report on Form 10-K.

CONSOLIDATED RESULTS OF OPERATIONS AND SEGMENTS REVIEW

The following table includes the consolidated financial results of Domtar Corporation for the years ended December 31, 2012, 2011 and 2010:

FINANCIAL HIGHLIGHTS	Year ended December 31, 2012			Year ended December 31, 2011		Year ended December 31, 2010
(In millions of dollars, unless otherwise noted)
Sales	$	5,482		$	5,612	$	5,850
Operating income		367			592		603
Net earnings		172			365		605
Net earnings per common share (in dollars)1:
Basic		4.78			9.15		14.14
Diluted		4.76			9.08		14.00
Operating income (loss) per segment:
Pulp and Paper	$	346		$	581	$	667
Distribution		(16	)		—		(3	)
Personal Care		45			7		—
Wood2		—			—		(54	)
Corporate		(8	)		4		(7	)
Total	$	367		$	592	$	603
	At December 31, 2012			At December 31, 2011		At December 31, 2010
Total assets	$	6,123		$	5,869	$	6,026
Total long-term debt, including current portion	$	1,207		$	841	$	827

1 Refer to Part II, Item 8, Financial Statements and Supplementary Data of this Annual Report on Form 10-K, under Note 6 “Earnings per Share.”

2 Our Wood segment was sold in the second quarter of 2010. A description of the sale transaction is included under the Wood segment analysis.

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YEAR ENDED DECEMBER 31, 2012 VERSUS

YEAR ENDED DECEMBER 31, 2011

Sales

Sales for 2012 amounted to $5,482 million, a decrease of $130 million, or 2%, from sales of $5,612 million in 2011. This decrease in sales is mainly attributable to a decrease in our average selling price for pulp (an impact of $184 million reflecting a selling price decrease of approximately 16% when compared to the average selling price of 2011) and paper (an impact of $26 million reflecting a selling price decrease of less than 1% when compared to the average selling price of 2011). In addition, volume for our paper sales decreased ($206 million, a decrease of approximately 6% when compared to 2011) and deliveries decreased in our Distribution segment ($95 million, a decrease in deliveries of approximately 14% when compared to 2011). These decreases were partially offset by the increase in sales due to the inclusion of a full year of sales from Attends US as well as the acquisition of Attends Europe and EAM in the first and second quarter of 2012, respectively ($328 million). We also had higher pulp shipments ($52 million, an increase of approximately 4% when compared to 2011).

Cost of Sales, excluding Depreciation and Amortization

Cost of sales, excluding depreciation and amortization, amounted to $4,321 million in 2012, an increase of $150 million, or 4%, compared to cost of sales, excluding depreciation and amortization, of $4,171 million in 2011. This increase is mainly attributable to the inclusion of a full year of cost of sales for Attends US, and the acquisition of Attends Europe and EAM in the first and second quarter of 2012, respectively, which resulted in an increase in cost of sales of $242 million. In addition, we had higher volume for pulp ($39 million), higher costs for chemicals and fiber ($30 million and $29 million, respectively), and higher fixed costs ($21 million due mostly to an increase in salaries and wages). These were partially offset by lower shipments for paper ($107 million), lower energy costs ($18 million), and lower purchased pulp costs ($10 million) as well as a decrease in cost of sales in the Distribution segment ($88 million) due to lower deliveries in 2012 when compared to 2011.

Depreciation and Amortization

Depreciation and amortization amounted to $385 million in 2012, an increase of $9 million, or 2%, compared to depreciation and amortization of $376 million in 2011. This increase is primarily due to the inclusion of depreciation and amortization expenses for a full year for Attends US and the acquisition of Attends Europe and EAM in the first and second quarter of 2012, respectively ($16 million). Depreciation and amortization charges decreased in the Pulp and Paper segment by $7 million primarily due to the permanent shut down of one of our paper machines at our Ashdown mill as well as certain assets reaching their useful lives.

Selling, General and Administrative Expenses

SG&A expenses amounted to $358 million in 2012, an increase of $18 million, or 5%, compared to SG&A expenses of $340 million in 2011. This increase in SG&A is primarily due to the inclusion of selling, general and administrative expenses for a full year for Attends US and the acquisition of Attends Europe and EAM in the first and second quarter of 2012, respectively, resulting in an increase of $31 million as well as increase in general administrative charges of $16 million due in part to an increase in merger and acquisition costs of $4 million. These increases were partially offset by a decrease of $17 million related to our short-term incentive plan and a gain of $12 million related to the curtailment of a post-retirement benefit plan in 2012.

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Other Operating (Income) Loss

Other operating loss amounted to $7 million in 2012, an increase of $11 million compared to other operating income of $4 million in 2011. This increase in other operating loss is primarily due to net losses of $2 million from sales of property, plant and equipment and businesses in 2012 compared to net gains of $6 million in 2011. In addition, we had a negative impact of a stronger Canadian dollar on our working capital items ($5 million). These losses were partially offset by a decrease in environmental provision of $1 million, and a decrease in bad debt expense of $1 million.

Operating Income

Operating income in 2012 amounted to $367 million, a decrease of $225 million compared to operating income of $592 million in 2011, due mostly to the factors mentioned above. This decrease is partially offset by lower impairment and write-down of property, plant and equipment costs of $71 million (a component of Impairment and write-down of property, plant and equipment and intangible assets on the Consolidated Statement of Earnings and Comprehensive Income). In 2012, we recorded $7 million of impairment on property, plant and equipment due to the permanent shut down of the pulp machine at our Kamloops mill, $5 million of impairment charges related to customer relationships in our Distribution segment and $2 million write-down of property, plant and equipment at our Mira Loma plant, compared to the $73 million accelerated depreciation charge related to the closure of a paper machine at our Ashdown mill (in the third quarter of 2011) and the $12 million impairment charge on assets at our Lebel-sur-Quévillion, Quebec pulp mill and sawmill (“Lebel-sur-Quévillion mill”) in 2011. In addition, we had lower closure and restructuring charges of $22 million when compare to 2011, primarily due to the closure of a paper machine at our Ashdown mill in 2011 as well as the withdrawal from two of our U.S. multiemployer plans where we incurred a withdrawal of $15 million in 2012 compared to $32 million in 2011. Additional information about impairment and write-down charges is included under the section “Impairment of Property, Plant & Equipment,” under the caption “Critical Accounting Policies” of this MD&A.

Interest Expense

We incurred $131 million of net interest expense in 2012, an increase of $44 million compared to net interest expense of $87 million in 2011. This increase in interest expense is primarily due to the partial repurchase of our 10.75% Notes, 9.5% Notes, 7.125% Notes and 5.375% Notes, on which we incurred $47 million of tender premiums and $3 million of additional charges as a result of this extinguishment. In addition, there was an increase in interest expense of $16 million on the issuance of $300 million aggregate principal amount of senior 4.4% Notes due 2022 and $250 million aggregate principal amount of senior 6.25% Notes due 2042. These increases were offset by the decrease in interest expense of $15 million on the remaining 10.75% Notes, 9.5% Notes, 7.125% Notes and 5.375% Notes. We expect to have approximately $90 million of interest expense in 2013.

Income Taxes

For 2012, our income tax expense amounted to $58 million compared to a tax expense of $133 million in 2011, which approximated an effective tax rate of 25% and 26% for 2012 and 2011, respectively.

A number of items impacted the 2012 effective tax rate. We recognized a tax benefit of $10 million for the U.S. manufacturing deduction and recorded an $8 million tax benefit related to federal, state, and provincial credits and special deductions. The effective tax rate for 2012 was also impacted by an increase in our unrecognized tax benefits of $6 million, mainly accrued interest, and a $3 million benefit related to enacted tax law changes, mainly a tax rate reduction in Sweden, which is partially offset by U.S. tax law changes in several states.

A number of items impacted the 2011 effective tax rate. In 2011, we had a significantly larger manufacturing deduction in the U.S. than in prior years since we utilized the remaining federal net operating loss

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carryforward in 2010. This deduction resulted in a tax benefit of $12 million and we also recorded a $16 million tax benefit related to federal, state, and provincial credits and special deductions. Additionally, we recognized a state tax benefit of $3 million due to the U.S. restructuring that impacted the 2011 effective tax rate by reducing state income tax expense.

Cellulosic Biofuel Credit

In July 2010, the U.S. Internal Revenue Service (“IRS”) Office of Chief Counsel released an Advice Memorandum concluding that qualifying cellulosic biofuel sold or used before January 1, 2010, is eligible for the cellulosic biofuel producer credit (“CBPC”) and would not be required to be registered by the Environmental Protection Agency. Each gallon of qualifying cellulose biofuel produced by any taxpayer operating a pulp and paper mill and used as a fuel in the taxpayer’s trade or business during calendar year 2009 would qualify for the $1.01 non-refundable CBPC. A taxpayer could be able to claim the credit on its federal income tax return for the 2009 tax year upon the receipt of a letter of registration from the IRS and any unused CBPC could be carried forward until 2016 to offset a portion of federal taxes otherwise payable.

We had approximately 207 million gallons of cellulose biofuel that qualified for this CBPC for which we had not previously claimed under the Alternative Fuel Tax Credit (“AFTC”) that represented approximately $209 million of CBPC or approximately $127 million of after tax benefit to the Company. In July 2010, we submitted an application with the IRS to be registered for the CBPC and on September 28, 2010, we received our notification from the IRS that we were successfully registered. On October 15, 2010, the IRS Office of Chief Counsel issued an Advice Memorandum concluding that the AFTC and CBPC could be claimed in the same year for different volumes of biofuel. In November 2010, we filed an amended 2009 tax return with the IRS claiming a cellulosic biofuel producer credit of $209 million and recorded a net tax benefit of $127 million in Income tax expense (benefit) on the Consolidated Statement of Earnings and Comprehensive Income for the year ended December 31, 2010. As of December 31, 2012, we have utilized all of the remaining credit.

Valuation Allowances

In 2012, we recorded a valuation allowance of $10 million related to certain foreign loss carryforwards. Of this amount, $9 million has been accounted for as part of the business combination and $1 million impacted the overall consolidated effective tax rate for 2012. In 2011, we recorded a valuation allowance of $4 million related to state tax credits in the U.S. that we expect will expire prior to utilization. This impacted the U.S. and overall consolidated effective tax rate for 2011.

Equity Loss

We incurred a $6 million equity loss, net of taxes of nil, with regard to our joint venture Celluforce Inc. in 2012 (2011- $7 million).

Net Earnings

Net earnings amounted to $172 million ($4.76 per common share on a diluted basis) in 2012, a decrease of $193 million compared to net earnings of $365 million ($9.08 per common share on a diluted basis) in 2011, mainly due to the factors mentioned above.

FOURTH QUARTER OVERVIEW

For the fourth quarter of 2012, we reported operating income of $43 million, a decrease of $56 million compared to operating income of $99 million in the fourth quarter of 2011. Overall, our core operating results for the fourth quarter of 2012 declined when compared to the fourth quarter of 2011, primarily due to our Pulp and Paper segment ($52 million). Average selling prices declined quarter over quarter for both pulp and paper

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($41 million) and the negative impact of lack-of-order and maintenance downtime increased by $14 million, mostly due to difficult market conditions. In addition, we had lower volume for pulp and paper ($6 million), the negative impact of a stronger Canadian dollar on our Canadian denominated expenses, net of our hedging program ($8 million) and higher costs for fiber and chemicals ($7 million and $6 million, respectively). Operating income in our Distribution segment also decreased, mostly as a result of lower deliveries ($8 million). Our Personal Care segment, however, reported favorable results due to the acquisition of Attends Europe and EAM in the first and second quarter of 2012, respectively ($6 million).

Our effective tax rate in the fourth quarter of 2012 of 5% was primarily the result of a $3 million benefit related to enacted tax law changes, a tax rate reduction in Sweden which was partially offset by U.S. tax law changes in several states, and an additional $1 million of federal credit.

YEAR ENDED DECEMBER 31, 2011 VERSUS

YEAR ENDED DECEMBER 31, 2010

Sales

Sales for 2011 amounted to $5,612 million, a decrease of $238 million, or 4%, from sales of $5,850 million in 2010. The decrease in sales is mainly attributable to the closure of our Columbus, Mississippi paper mill (“Columbus mill”) in 2010, the sale of our Woodland, Maine market pulp mill (“Woodland mill”) in 2010 ($150 million) and the sale of our Wood business in 2010 ($139 million). In addition, volumes for our pulp and paper decreased ($29 million) and our Distribution segment decreased ($118 million) as a result of the sale of a business unit in the first quarter of 2011 and from difficult market conditions. This decrease was slightly offset by the increase in sales due to the acquisition of Attends US in 2011 ($71 million), and slightly higher selling prices in all our segments ($83 million).

Cost of Sales, excluding Depreciation and Amortization

Cost of sales, excluding depreciation and amortization, amounted to $4,171 million in 2011, a decrease of $246 million, or 6%, compared to cost of sales, excluding depreciation and amortization, of $4,417 million in 2010. This decrease is mainly attributable to the impact of lower shipments in our Pulp and Paper segment ($140 million), in part due to the sale of our Woodland mill, and in our Distribution segment ($113 million) due to the sale of a business unit, and the sale of our Wood business ($131 million). In addition, there were decreased maintenance costs ($34 million), lower costs for energy and fiber ($33 million and $12 million, respectively). These factors were offset by the acquisition of Attends US in 2011 ($56 million), increased costs for chemicals and freight ($60 million and $33 million, respectively) and the negative impact of a stronger Canadian dollar on our Canadian denominated expenses, net of our hedging program ($37 million).

Depreciation and Amortization

Depreciation and amortization amounted to $376 million in 2011, a decrease of $19 million, or 5%, compared to depreciation and amortization of $395 million in 2010. This decrease is primarily due to the sale of our Wood business in the second quarter of 2010, the sale of our Woodland mill in the third quarter of 2010 and the closure of a paper machine at our Ashdown mill in the third quarter of 2011, partially offset by the acquisition of Attends US in 2011 of $4 million.

Selling, General and Administrative Expenses

SG&A expenses amounted to $340 million in 2011, an increase of $2 million, or 1%, compared to SG&A expenses of $338 million in 2010. This increase in SG&A is primarily due to a post-retirement curtailment gain of $10 million recorded in 2010, related to the harmonization of certain of our post-retirement benefit plans and the acquisition of Attends US in 2011 ($4 million). This is offset by a decrease of $12 million related to our short-term incentive plan.

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Other Operating (Income) Loss

Other operating income amounted to $4 million in 2011, an increase of $24 million compared to other operating loss of $20 million in 2010. This increase in other operating income is primarily due to net gains of $6 million from the sale of property, plant and equipment and businesses compared to a $33 million net loss in 2010, which was driven by a gain on sale of our Woodland mill of $10 million, gain on sale of property, plant and equipment of $6 million, offset by a loss on sale of our Wood business of $50 million. Also, in 2010, other operating loss included a refundable excise tax credit for the production and use of alternative bio fuel mixtures of $25 million which did not recur in 2011.

Operating Income

Operating income in 2011 amounted to $592 million, a decrease of $11 million compared to operating income of $603 million in 2010, in part due to the factors mentioned above, as well as higher impairment and write-down of property, plant and equipment of $35 million, due to accelerated depreciation related to the announced closure of a paper machine at our Ashdown mill and the impairment of assets at our Lebel-sur-Quévillion mill, and higher closure and restructuring costs ($25 million) in 2011 primarily due to the withdrawal from one of our U.S. multiemployer pension plans ($32 million) and a recorded loss from a pension curtailment associated with the conversion of certain of our U.S. defined benefit pension plans to defined contribution plans. Additional information about impairment and write-down charges is included under the section “Impairment of Long-Lived assets,” under the caption “Critical Accounting Policies” of this MD&A.

Interest Expense

We incurred $87 million of net interest expense in 2011, a decrease of $68 million compared to interest expense of $155 million in 2010. This decrease in interest expense is primarily due to the repurchase of our 5.375%, 7.125% and 7.875% Notes and the repayment of our term loan in the fourth quarter of 2010, on which we incurred tender premiums of $35 million, and a net loss on the reversal of a fair value decrement of $12 million. In addition, interest expense on the 5.375%, 7.125% and 7.875% Notes decreased by $21 million as a result of the repurchase.

Income Taxes

For 2011, our income tax expense amounted to $133 million compared to a tax benefit of $157 million for 2010, which approximated an effective tax rate of 26% and 35% for 2011 and 2010, respectively.

A number of items impacted the 2011 effective tax rate. For 2011, we had a significantly larger manufacturing deduction in the U.S. than in prior years since we utilized the remaining federal net operating loss carryforward in 2010. This deduction resulted in a tax benefit of $12 million and we also recorded a $16 million tax benefit related to federal, state, and provincial credits and special deductions. Additionally, we recognized a state tax benefit of $3 million due to the U.S. restructuring that impacted the 2011 effective tax rate by reducing state income tax expense.

During 2010, we recorded $25 million of income related to alternative fuel tax credits in Other operating (income) loss on the Consolidated Statement of Earnings and Comprehensive Income. The $25 million represented an adjustment to amounts presented as deferred revenue at December 31, 2009 and was released to income following guidance issued by the Internal Revenue Service (“IRS”) in March 2010. This income resulted in an income tax benefit of $9 million and an additional liability for uncertain income tax positions of $7 million, both of which impacted the U.S. effective tax rate for 2010. Additionally, we recorded a net tax benefit of $127 million from claiming a Cellulosic Biofuel Producer Credit in 2010 ($209 million of credit net of tax expense of $82 million), which also impacted the U.S. effective tax rate. Finally, we released the valuation allowance on our Canadian net deferred tax assets during the fourth quarter of 2010. The full $164 million valuation allowance

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balance that existed at January 1, 2010, was either utilized during 2010, or reversed at the end of 2010, based on future projected income, which impacted the Canadian and overall consolidated effective tax rate.

Valuation Allowances

In 2011, we recorded a valuation allowance of $4 million related to state tax credits in the U.S. that we expect will expire prior to utilization. This impacted the U.S. and overall consolidated effective tax rate for 2011.

In 2010, we released the valuation allowance on our Canadian net deferred tax assets during the fourth quarter. The full $164 million valuation allowance balance that existed at January 1st, 2010, was either utilized during 2010 or reversed at the end of 2010, based on future projected income, which impacted the Canadian and consolidated effective tax rate.

Equity Earnings

We incurred a $7 million loss, net of taxes, with regards to our joint venture with Celluforce Inc. in 2011. Celluforce Inc. began operations in 2011.

Net Earnings

Net earnings amounted to $365 million ($9.08 per common share on a diluted basis) in 2011, a decrease of $240 million compared to net earnings of $605 million ($14.00 per common share on a diluted basis) in 2010, mainly due to the factors mentioned above.

PULP AND PAPER

SELECTED INFORMATION	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
(In millions of dollars, unless otherwise noted)
Sales
Total sales	$	4,575		$	4,953		$	5,070
Intersegment sales	($	177	)	($	193	)	($	229	)
		4,398			4,760			4,841
Operating income		346			581			667
Shipments
Paper (in thousands of ST)		3,320			3,534			3,597
Pulp (in thousands of ADMT)		1,557			1,497			1,662

Sales and Operating Income

Sales

Sales in our Pulp and Paper segment amounted to $4,398 million in 2012, a decrease of $362 million, or 8%, compared to sales of $4,760 million in 2011. This decrease in sales is mostly attributable to the decrease in our average selling prices for pulp (an impact of $184 million reflecting a selling price decrease of approximately 16% when compared to the average selling price of 2011) and average selling prices for paper (an impact of $26 million reflecting a selling price decrease of less than 1% when compared to the average selling price of 2011), as well as lower shipments of paper ($206 million, a decrease of approximately 6% when compared to 2011), in part due to decrease in demand for our paper. These factors were partially offset by an increase in pulp shipments ($52 million, an increase of approximately 4% when compared to 2011).

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Sales in our Pulp and Paper segment amounted to $4,760 million in 2011, a decrease of $81 million, or 2%, compared to sales of $4,841 million in 2010. The decrease in sales is mostly attributable to lower shipments in both pulp (approximately 10%) and paper (approximately 2%), due to the closure of our Columbus mill and the sale of our Woodland mill, partially offset by increased selling prices in pulp and paper.

Operating Income

Operating income in our Pulp and Paper segment amounted to $346 million in 2012, a decrease of $235 million, when compared to operating income of $581 million in 2011. Overall, our operating results declined when compared to 2011 primarily due to lower selling prices for both pulp and paper as described above. Also contributing to the decrease in operating income were higher costs for chemicals and fiber ($30 million and $29 million, respectively), an increase in lack-of-order and maintenance downtime of $96 million, mostly due to decrease in demand for our paper and the negative impact of stronger Canadian dollar on our Canadian denominated expenses, net of our hedging program ($3 million). These factors were partially offset by the decrease in energy costs ($18 million) in part due to a reduction in the price of natural gas due to high North-American supply, decrease in outside purchased pulp costs of $10 million due to a decrease in the market price of recycled fiber in 2012 when compared to 2011, and decrease in freight costs ($5 million). In addition, we had lower impairment and write-off of property, plant and equipment of $76 million and lower closure and restructuring costs of $24 million when compared to 2011, both of which are partially due to the permanent shut down of one of our paper machines at our Ashdown mill in the third quarter of 2011.

Operating income in our Pulp and Paper segment amounted to $581 million in 2011, a decrease of $86 million, when compared to operating income of $667 million in 2010. Overall, our operating results declined when compared to 2010 primarily due to increased impairment and write-off of property, plant and equipment of $35 million resulting from the impairments at our Ashdown mill and Lebel-sur-Quévillon mills and increased closure and restructuring of $25 million mainly due to our withdrawal from a U.S. multi-employer plan, and from a pension curtailment loss associated with the conversion of certain of our U.S. defined benefit pension plans to defined contribution pension plans. Our operating results also declined due to lower shipments as a result of pulp and paper as described above, higher costs for chemicals and freight ($60 million and $33 million, respectively), and the negative impact of a stronger Canadian dollar ($37 million), partially offset by lower energy usage and fiber costs ($33 million and $12 million, respectively).

Pricing Environment

Paper

Overall average sales prices in our paper business experienced a small decrease of $5/ton or less than 1%, in 2012 compared to 2011. Overall average sales prices in our paper business experienced a small increase of $17/ton, or 2%, in 2011 compared to 2010.

Pulp

Our average pulp sales prices experienced a significant decrease of $123/metric ton, or 16%, in 2012 compared to 2011. Our average pulp sales prices experienced a small increase in of $15/metric ton, or 2%, in 2011 compared to 2010.

Operations

Paper Shipments

Our paper shipments decreased by 214,000 tons, or 6%, in 2012 compared to 2011, primarily due to a decrease in demand for our paper and the dedication of resources to produce lower basis weight grades at our Malboro, South Carolina pulp and paper mill in order to fulfill requirements per the Appleton agreement. Our paper shipments decreased by 63,000 tons, or 2%, in 2011 compared to 2010, primarily due to the closure of our Columbus mill, the conversion of our Plymouth, North Carolina pulp and paper mill (“Plymouth mill”) to 100% fluff pulp production and a decrease in demand for our paper.

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Pulp Shipments

Our pulp trade shipments increased by 60,000 metric tons, or 4%, in 2012 compared to 2011. This increase is primarily due to lack-of-order downtime for paper. As such, we strategically increased our pulp production and third party sales. Our pulp trade shipments decreased by 165,000 metric tons, or 10%, in 2011 compared to 2010. This decrease was primarily due to the sale of our hardwood market pulp mill in Woodland, Maine in the third quarter of 2010. Excluding shipments from our Woodland mill, our pulp trade shipments increased by 146,000 metric tons or 11% compared to 2010, which resulted from an increase in market demand.

Labor

In the U.S., an umbrella agreement with the United Steelworkers Union (“USW”) expiring in 2015 and affecting approximately 2,900 employees at eight U.S. mills and one converting operation was ratified effective December 1, 2011. This agreement only covers certain economic elements, and all other issues are negotiated at each operating location, as the related collective bargaining agreements (“CBAs”) become subject to renewal. The parties have agreed not to strike or lock-out during the terms of the respective local agreements. Should the parties fail to reach an agreement during the local negotiations, the related collective bargaining agreements are automatically renewed for another four years. All agreements in the U.S. are currently ratified.

In Canada, all agreements are ratified with the latest being the International Union of Operating Engineers (“IUOE”) local 865 at our Dryden, Ontario mill. This agreement was negotiated and ratified on November 6, 2012. Canadian collective agreements are unrelated to the umbrella agreement with the USW covering our U.S. locations.

On December 13, 2012, we announced the permanent shut down of our pulp machine at our Kamloops mill. This permanent closure will affect approximately 125 employees and layoffs and severances will begin in the second quarter of 2013. We will apply the CBA to develop a labor adjustment plan.

As of December 31, 2012 all unionized Pulp and Paper employees in the U.S. and Canada are covered by a ratified agreement (not a part of the Umbrella Agreement expiring in 2015).

Closure and Restructuring

In 2012, we incurred $27 million of closure and restructuring costs ($136 million in 2011), and $9 million of impairment and write-down of property, plant and equipment and intangible assets in 2012 ($85 million in 2011).

Closure and restructuring costs are based on management’s best estimates. Although we do not anticipate significant changes, actual costs may differ from these estimates due to subsequent developments such as the results of environmental studies, the ability to find a buyer for assets set to be dismantled and demolished and other business developments. As such, additional costs and further write-downs may be required in future periods.

In 2011, we decided to withdraw from one of our multiemployer pension plans and recorded a withdrawal liability and a charge to earnings of $32 million. In 2012, as a result of a revision in the estimated withdrawal liability, we recorded a further charge to earnings of $14 million. Also in 2012, we withdrew from a second multiemployer pension plan and recorded a withdrawal liability and a charge to earnings of $1 million. While this is our best estimate of the ultimate cost of the withdrawal from these plans at December 31, 2012, additional withdrawal liabilities may be incurred based on the final fund assessment expected to occur in the second quarter of 2013. Further, we remain liable for potential additional withdrawal liabilities to the fund in the event of a mass withdrawal, as defined by statute, occurring anytime within the next three years.

We also incurred, in the fourth quarter of 2011, a $9 million loss from an estimated pension curtailment associated with the conversion of certain of our U.S. defined benefit pension plans to defined contribution pension plans recorded as a component of closure and restructuring costs.

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Kamloops, British Columbia pulp mill—2012

On December 13, 2012, we announced the permanent shut down of a pulp machine at our Kamloops mill. This decision will result in a permanent curtailment of our annual pulp production by approximately 120,000 ADMT of sawdust softwood pulp and will affect approximately 125 employees. As a result of this permanent shutdown, we recorded $7 million of impairment on property, plant and equipment, $5 million of severance and termination costs and a $4 million write-down of inventory. The pulp machine is expected to be closed by the end of March 2013.

Mira Loma, California converting plant—2012

During the first quarter of 2012, we recorded a $2 million write-down of property, plant and equipment at our Mira Loma plant, in Impairment and write-down of property, plant and equipment and intangible assets.

Lebel-sur-Quévillon, Quebec pulp mill and sawmill—2011 and 2012

Operations at the pulp mill were idled in November 2005 due to unfavorable economic conditions and the sawmill was indefinitely idled in 2006 and then permanently closed in 2008. At the time, the pulp mill and sawmill employed approximately 425 and 140 employees, respectively. The Lebel-sur-Quévillon mill had an annual production capacity of 300,000 metric tons. During 2011, we reversed $2 million of severance and termination costs related to our Lebel-sur-Quévillon mill and following the signing of a definitive agreement for the sale of our Lebel-sur-Quévillon assets, we recorded a $12 million impairment and write-down of property, plant and equipment and intangible assets relating to the remaining assets net book value. During the second quarter of 2012, we concluded the sale of our pulp and sawmill assets to a buyer and our land related to those assets to a subsidiary of the Government of Quebec for net proceeds of $1, respectively.

Ashdown, Arkansas pulp and paper mill—2011

On March 29, 2011, we announced that we would permanently shut down one of four paper machines at our Ashdown mill. This measure reduced our annual uncoated freesheet paper production capacity by approximately 125,000 short tons. The mill’s workforce was reduced by approximately 110 employees. As a result of this permanent shutdown, we recorded a $1 million write-down of inventory and $1 million of severance and termination costs as well as $73 million of accelerated depreciation (a component of Impairment and write-down of property, plant and equipment and intangible assets on the Consolidated Statement of Earnings and Comprehensive Income). Operations ceased on August 1, 2011.

Plymouth, North Carolina pulp mill (formerly a pulp and paper mill)—2010 and 2011

In 2010, as a result of the decision to permanently shut down the remaining paper machine and convert the Plymouth facility to 100% fluff pulp production in the fourth quarter of 2009, we recognized in Impairment and write-down of property, plant and equipment, a $1 million write-down to the related paper machine and $39 million of accelerated depreciation. We also recorded a $1 million write-down of inventory related to the reconfiguration of the Plymouth mill. During 2011, we reversed $2 million of severance and termination costs.

Cerritos, California forms converting plant—2011

During the second quarter of 2010, we announced the closure of our Cerritos, California forms converting plant (“Cerritos plant”), and recorded a $1 million write-down for the related assets (a component of Impairment and write-down of property, plant and equipment and intangible assets on the Consolidated Statement of Earnings and Comprehensive Income), and $1 million in severance and termination costs. Operations ceased on July 16, 2010.

Columbus, Mississippi paper mill—2010

On March 16, 2010, we announced that we would permanently close our coated groundwood paper mill in Columbus, Mississippi. This measure resulted in the permanent curtailment of 238,000 tons of coated

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groundwood and 70,000 metric tons of thermo-mechanical pulp, as well as affected approximately 219 employees. We recorded a $9 million write-down for the related fixed assets, $8 million of severance and termination costs and a $8 million of write-down of inventory. Operations ceased in April 2010.

During 2012, other costs related to previous and ongoing closures include $1 million in severance and termination costs, a $1 million write-down of inventory, $2 million in pension and $3 million in other costs (2011: $4 million, $1 million, nil and $4 million, respectively and 2010: $3 million, nil, nil and $6 million, respectively).

For more details on the closure and restructuring costs, refer to Part II, Item 8, Financial Statements and Supplementary Data of this Annual Report on Form 10-K, under Note 16 “Closure and restructuring costs and liabilities.”

Sale of Woodland, Maine hardwood market pulp mill—2010

On September 30, 2010, we sold our Woodland hardwood market pulp mill (“Woodland mill”), hydro electric assets and related assets, located in Baileyville, Maine and New Brunswick, Canada. The purchase price was for an aggregate value of $60 million plus net working capital of $8 million. The sale resulted in a gain on disposal of the Woodland mill of $10 million, net of related pension curtailments costs of $2 million and has been recorded as a component of other operating loss (income) on the Consolidated Statement of Earnings and Comprehensive Income. The Woodland mill was our only non-integrated hardwood market pulp mill. The mill had an annual production capacity of 395,000 metric tons and approximately 300 employees.

Other

Natural Resources Canada Pulp and Paper Green Transformation Program

On June 17, 2009, the Government of Canada announced that it was developing a Pulp and Paper Green Transformation Program (“the Green Transformation Program”) to help pulp and paper companies make investments to improve the environmental performance of their Canadian facilities. The Green Transformation Program was capped at CDN$1 billion. The funding of capital investments at eligible mills had to be completed no later than March 31, 2012 and all projects were subject to the approval of the Government of Canada.

We were allocated CDN$144 million through this Green Transformation Program, of which all was approved. The funds were spent on capital projects to improve energy efficiency and environmental performance in our Canadian pulp and paper mills and any amounts received were accounted for as an offset to the applicable plant and equipment asset amount. As of December 31, 2012, we have received a total of $143 million (CDN $143 million) (CDN $17 million in 2012, CDN$73 million in 2011 and CDN$53 million in 2010), mostly related to eligible projects at our Kamloops, Dryden and Windsor pulp and paper mills.

Alternative Fuel Tax Credits

The U.S. Internal Revenue Code of 1986, as amended (the “Code”) permitted a refundable excise tax credit, until the end of 2009, for the production and use of alternative biofuel mixtures derived from biomass. We submitted an application with the IRS to be registered as an alternative fuel mixer and received notification that our registration had been accepted in late March 2009. We began producing and consuming alternative fuel mixtures in February 2009 at our eligible mills. Although the credit ended at the end of 2009, in 2010, we recorded $25 million of such credits in Other operating (income) loss on the Consolidated Statement of Earnings and Comprehensive Income. The $25 million represented an adjustment to amounts presented as deferred revenue at December 31, 2009, and was released to income following guidance issued by the IRS in March 2010.

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DISTRIBUTION

SELECTED INFORMATION	Year ended December 31, 2012			Year ended December 31, 2011		Year ended December 31, 2010
(In millions of dollars)
Sales	$	685		$	781	$	870
Operating income (loss)		(16	)		—		(3	)

Sales and Operating Income

Sales

Sales in our Distribution segment amounted to $685 million in 2012, a decrease of $96 million compared to sales of $781 million in 2011. This decrease in sales is mostly attributable to a decrease in deliveries of 14%, resulting from difficult market conditions as well as the sale of a business unit at the end of the first quarter of 2011.

Sales in our Distribution segment amounted to $781 million in 2011, a decrease of $89 million compared to sales of $870 million in 2010. This decrease in sales is mostly attributable to a decrease in deliveries of 14%, resulting from the sale of a business unit at the end of the first quarter of 2011 and from difficult market conditions.

Operating Loss

Operating loss amounted to $16 million in 2012, an increase of $16 million when compared to operating loss of nil in 2011. The increase in operating loss is attributable to the decrease in deliveries, lower margins as well as a write-off of intangible assets of $5 million in 2012.

Operating income amounted to nil in 2011, an increase of $3 million when compared to operating loss of $3 million in 2010. The increase in operating income is attributable to the gain on sale of a business unit of $3 million at the end of the first quarter of 2011.

Operations

Labor

We have collective agreements covering six locations in the U.S. and four locations in Canada. As of December 31, 2012, we have no outstanding agreements and ten ratified agreements affecting approximately 155 employees in the U.S. and Canada.

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Impairment of Intangible Assets

Deterioration in sales and operating results of Ariva U.S., a subsidiary included in our Distribution segment, has led us to recognize an impairment charge of $5 million under Impairment and write-down of property, plant and equipment and intangible assets related to customer relationships in our Distribution segment as a result of the revised long-term forecast used in our annual budget exercise in the fourth quarter of 2012.

PERSONAL CARE

SELECTED INFORMATION	Year ended December 31, 2012		Year ended December 31, 2011		Year ended December 31, 2010
(In millions of dollars)
Sales	$	399	$	71		N/A
Operating income		45		7		N/A

Sales and Operating Income

Sales

Sales in our Personal Care segment amounted to $399 million in 2012, an increase of $328 million, when compared to sales of $71 million in 2011. This increase is mainly due to the inclusion of a full year of Attends US of $140 million, as well as the acquisition of Attends Europe and EAM in the first and second quarter of 2012, respectively, of $189 million.

Sales in our Personal Care segment amounted to $71 million for the year ended December 31, 2011, representing only four months of operations of Attends US, following the completion of the acquisition on September 1, 2011.

For more details on the Attends Europe and EAM acquisitions, refer to Part II, Item 8, Financial Statement and Supplementary Data of this Annual Report on Form 10-K , under Note 3 “Acquisition of Businesses.”

Operating Income

Operating income amounted to $45 million in 2012, an increase of $38 million, when compared to operating income of $7 million in 2011. This increase is mainly due to the inclusion of a full year of Attends US as well as the acquisition of Attends Europe and EAM in the first and second quarter of 2012, respectively. This increase was partially offset by an increase in selling, general and administrative costs, mostly due to the creation of our new divisional head office in Raleigh, North Carolina for our Personal Care segment.

Operating income amounted to $7 million for the year ended December 31, 2011, representing only four months of operations, following the completion of the acquisition of Attends US and included the negative impact of purchase accounting fair value adjustments of $1 million.

Operations

Labor

We employ approximately 832 employees in our Personal Care segment. Approximately 374 non-unionized employees are in North America, including 54 employees at EAM and 458 employees are in Europe of which the majority are unionized.

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WOOD

SELECTED INFORMATION	Year ended December 31, 2012		Year ended December 31, 2011		Year ended December 31, 2010
(In millions of dollars, unless otherwise noted)
Sales (1)	$	—	$	—	$	150
Intersegment sales	$	—	$	—		(11	)
	$	—	$	—		139
Operating loss (1)	$	—	$	—		(54	)

(1) Sale of Wood Business

On June 30, 2010, we sold our Wood business to EACOM Timber Corporation (“EACOM”) and exited the manufacturing and marketing of lumber and wood-based value-added products. The sale followed the obtainment of various third party consents and customary closing conditions, which included approvals of transfers of cutting rights in Quebec and Ontario, for proceeds of $75 million (CDN$80 million) plus elements of working capital of approximately $42 million (CDN$45 million). We received 19% of the proceeds in shares of EACOM representing an approximate 12% ownership interest in EACOM. The sale resulted in a loss on disposal of the Wood business and related pension and other post-retirement benefit plan curtailments and settlements of $50 million, which was recorded in the second quarter of 2010 in Other operating (income) loss on the Consolidated Statement of Earnings and Comprehensive Income. Our investment in EACOM was then accounted for under the equity method.

The transaction included the sale of five operating sawmills: Timmins, Nairn Centre and Gogama in Ontario, and Val-d’Or and Matagami in Quebec; as well as two non-operating sawmills: Ear Falls in Ontario and Ste-Marie in Quebec. The sawmills had approximately 3.5 million cubic meters of annual harvesting rights and a production capacity of close to 900 million board feet. Also included in the transaction was the Sullivan remanufacturing facility in Quebec and our interests in two investments: Anthony-Domtar Inc. and Elk Lake Planning Mill Limited.

In December 2010, in an unrelated transaction, we sold our remaining investment in EACOM Timber Corporation for CDN$0.51 per common share for net proceeds of $24 million (CDN$24 million) resulting in no further gain or loss. We have fiber supply agreements in place with our former wood division at our Espanola mill. Since these continuing cash outflows are expected to be significant to the former Wood business, the sale of the Wood business did not qualify as a discontinued operation under Accounting Standards Codification 205-20.

STOCK-BASED COMPENSATION EXPENSE

Under the Omnibus Incentive Plan (the “Omnibus Plan”), we may award to key employees and non-employee directors at the discretion of the Board of Directors’ Human Resources Committee, non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock units, performance-conditioned restricted stock units, performance share units, deferred share units and other stock-based awards which are subject to service, and for certain awards, to performance conditions. We generally grant awards annually and we use, when available, treasury stock to fulfill awards settled in common stock and options exercises.

For the year ended December 31, 2012, compensation expense recognized in our results of operations was approximately $20 million (2011—$23 million; 2010—$25 million) for all of the outstanding awards. Compensation costs not yet recognized amounted to approximately $11 million (2011—$16 million; 2010—$22 million) and will be recognized over the remaining service period of approximately 25 months. The aggregate value of liability awards settled in 2012 was $35 million. The total fair value of shares vested in 2012 was $6 million. Compensation costs for performance awards are based on management’s best estimate of the final

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performance measurement. As a result of stock-based compensation awards exercised during the period, we recognized a $1 million tax benefit, which is included in Additional paid-in capital in the Consolidated Balance Sheets.

LIQUIDITY AND CAPITAL RESOURCES

Our principal cash requirements are for ongoing operating costs, pension contributions, working capital and capital expenditures, as well as principal and interest payments on our debt. We expect to fund our liquidity needs primarily with internally generated funds from our operations and, to the extent necessary, through borrowings under our contractually committed credit facility, of which $588 million is currently undrawn and available or through our receivables securitization program, of which $112 million is currently undrawn and available. Under extreme market conditions, there can be no assurance that this agreement would be available or sufficient. See “Capital Resources” below.

Our ability to make payments on and to refinance our indebtedness, including debt we could incur under the credit facility and outstanding Domtar Corporation notes, and for ongoing operating costs including pension contributions, working capital, capital expenditures, as well as principal and interest payments on our debt, will depend on our ability to generate cash in the future, which is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Our credit facility and debt indentures, as well as terms of any future indebtedness, impose, or may impose, various restrictions and covenants on us that could limit our ability to respond to market conditions, to provide for unanticipated capital investments or to take advantage of business opportunities.

Operating Activities

Cash flows provided from operating activities totaled $551 million in 2012, a $332 million decrease compared to $883 million in 2011. This decrease in cash flows provided from operating activities is primarily due to a decrease in profitability and the negative impact of the $47 million tender premiums paid on the partial repurchase of our 10.75% Notes, 9.5% Notes, 7.125% Notes and 5.375% Notes.

Cash flows provided from operating activities totaled $883 million in 2011, a $283 million decrease compared to $1,166 million in 2010. This decrease in cash flows provided from operating activities is primarily related to the $368 million cash received in the second quarter of 2010 with regards to the alternative fuel tax credits.

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

Investing Activities

Cash flows used for investing activities in 2012 amounted to $486 million, a $91 million increase compared to cash flows used for investing activities of $395 million in 2011. This increase in cash flows used for investing activities is due to the increase in additions to property, plant and equipment of $92 million due mainly to additions in the Personal Care segment as well as increased spending in the Pulp and Paper segment for upgrades and modifications to our existing assets. This increase is also due to the acquisition of Attends Europe in the first quarter of 2012 for $232 million (€173 million) and the acquisition of EAM in the second quarter of 2012 for $61 million, compared to the prior year acquisition of Attends US for $288 million.

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Our annual capital expenditures are expected to be between $260 million and $280 million, or 67% and 73% of our estimated annual depreciation expense in 2013.

Cash flows used for investing activities in 2011 amounted to $395 million, a $453 million decrease compared to cash flows provided from investing activities of $58 million in 2010. This decrease in cash flows provided from investing activities is primarily related to the acquisition of Attends US for $288 million. In addition, there were lower proceeds from the sale of businesses and investments of $175 million due to the prior year sale of our Wood business and our Woodland mill. This was partially offset by lower capital spending of $9 million in 2011.

Financing Activities

Cash flows provided from financing activities totaled $152 million in 2012 compared to cash flows used for financing activities of $574 million in 2011. This $726 million increase in cash flows provided from financing activities is mainly attributable to the issuance of $250 million of 6.25% Notes due 2042 in the third quarter of 2012 and the issuance of $300 million of 4.4% Notes due 2022 in the first quarter of 2012 and is offset by the impact of the cash tender offer during the second quarter of 2012. In the tender offer, we repurchased $1 million of 5.375% Notes due 2013, $47 million of 7.125% Notes due 2015, $31 million of 9.5% Notes due 2016 and $107 million of 10.75% Notes due 2017, for a total cash consideration of $186 million, excluding accrued and unpaid interest. Also, we repurchased shares of our common stock for a total cost of $157 million in 2012 compared to $494 million in 2011 and made dividend payments of $58 million in 2012 compared to $49 million in 2011.

Cash flows used for financing activities totaled $574 million in 2011 compared to $1,018 million in 2010. This $444 million decrease in cash flows used for financing activities is mainly attributable to the repurchase of our 10.75% Notes for $15 million in 2011 versus the repayment in full of our tranche B term loan for $336 million and the repurchase of $560 million of our 5.375%, 7.125% and 7.875% Notes in 2010. These factors were partially offset by higher common stock repurchases of $494 million in 2011 when compared to $44 million in 2010 as well as dividend payments of $49 million in 2011 compared to $21 million in 2010.

Capital Resources

Net indebtedness, consisting of bank indebtedness and long-term debt, net of cash and cash equivalents, was $564 million at December 31, 2012, compared to $404 million at December 31, 2011. The $160 million increase in net indebtedness is primarily due to a higher debt level as a result of the issuance of $250 million of 6.25% Notes due 2042 in the third quarter of 2012 and the issuance of $300 million of 4.4% Notes due 2022 in the first quarter of 2012, offset by the partial repayment of the 5.375%, 7.125%, 9.50% and 10.75% Notes in the second quarter of 2012. Also contributing to the increase in net indebtedness was the use of cash related to the acquisition of Attends Europe ($232 million) and EAM ($61 million).

Unsecured Notes Tender

As a result of a cash tender offer during the first quarter of 2012, we repurchased $1 million of the 5.375% Notes due 2013, $47 million of the 7.125% Notes due 2015, $31 million of the 9.5% Notes due 2016 and $107 million of the 10.75% Notes due 2017. We incurred $47 million of tender premiums and additional charges of $3 million as a result of this extinguishment, both of which are included in Interest expense in the Consolidated Statements of Earnings and Comprehensive Income.

During the third quarter of 2011, we repurchased $15 million of the 10.75% Notes due 2017 and recorded a charge of $4 million on repurchase of the Notes.

On October 19, 2010, we redeemed $135 million of the 7.875% Notes due 2011, and recorded a charge of $7 million related to the repurchase of the Notes.

As a result of the cash tender offer during the second quarter of 2010, we repurchased $238 million of the 5.375% Notes due 2013 and $187 million of the 7.125% Notes due 2015. We recorded a charge of $40 million related to the repurchase of the Notes.

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Senior Notes Offering

On August 20, 2012, we issued $250 million of 6.25% Notes due 2042 for net proceeds of $247 million. The net proceeds from the offering of the Notes were placed in short-term investment vehicles pending being used for general corporate purposes.

On March 7, 2012, we issued $300 million of 4.4% Notes due 2022, for net proceeds of $297 million. The net proceeds from the offering of the Notes were used to fund a portion of the purchase of the 5.375% Notes due 2013, 7.125% Notes due 2015, 9.5% Notes due 2016 and 10.75% Notes due 2017 tendered and accepted by us pursuant to a tender offer, including the payment of accrued interest and applicable early tender premiums, not funded with cash on hand, as well as for general corporate purposes.

The Notes are redeemable, in whole or in part, at our option at any time. In the event of a change in control, each holder will have the right to require us to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount of the Notes, plus any accrued and unpaid interest. The Notes are unsecured obligations and rank equally with existing and future unsecured and unsubordinated indebtedness. The Notes are fully and unconditionally guaranteed on an unsecured basis by direct and indirect, existing and future, U.S. 100% owned subsidiaries, which currently guarantee indebtedness under the Credit Agreement as well as our other unsecured unsubordinated indebtedness.

Bank Facility

On June 15, 2012, we amended and restated our existing Credit Agreement (the “Credit Agreement”), among us, certain subsidiary borrowers, certain subsidiary guarantors and the lenders and agents party thereto. The Credit Agreement amended our existing $600 million revolving credit facility that was scheduled to mature June 23, 2015.

The Credit Agreement provides for a revolving credit facility (including a letter of credit sub-facility and a swingline sub-facility) that matures on June 15, 2017. The maximum aggregate amount of availability under the revolving Credit Agreement is $600 million, which may be borrowed in U.S. Dollars, Canadian Dollars (in an amount up to the Canadian Dollar equivalent of $150 million) and Euros (in an amount up to the Euro equivalent of $200 million). Borrowings may be made by us, by our U.S. subsidiary Domtar Paper Company, LLC, by our Canadian subsidiary Domtar Inc. and by any additional borrower designated by us in accordance with the Credit Agreement. We may increase the maximum aggregate amount of availability under the revolving Credit Agreement by up to $400 million, and the Borrowers may extend the final maturity of the Credit Agreement by one year, if, in each case, certain conditions are satisfied, including (i) the absence of any event of default or default under the Credit Agreement and (ii) the consent of the lenders participating in each such increase or extension, as applicable.

Borrowings under the Credit Agreement will bear interest at a rate dependent on our credit ratings at the time of such borrowing and will be calculated at the Borrowers’ option according to a base rate, prime rate, LIBO rate, EURIBO rate or the Canadian bankers’ acceptance rate plus an applicable margin, as the case may be. In addition, we must pay facility fees quarterly at rates dependent on our credit ratings.

The Credit Agreement contains customary covenants, including two financial covenants: (i) an interest coverage ratio as defined in the Credit Agreement, that must be maintained at a level of not less than 3 to 1 and (ii) a leverage ratio, as defined in the Credit Agreement, that must be maintained at a level of not greater than 3.75 to 1. At December 31, 2012, we were in compliance with our covenants, and no amounts were borrowed (December 31, 2011—nil). At December 31, 2012, we had outstanding letters of credit amounting to $12 million under this credit facility (December 31, 2011—$29 million).

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All borrowings under the Credit Agreement are unsecured. However, certain of our domestic subsidiaries will unconditionally guarantee any obligations from time to time arising under the Credit Agreement, and certain of our subsidiaries that are not organized in the United States will unconditionally guarantee any obligations of Domtar Inc., the Canadian subsidiary borrower, or of additional borrowers that are not organized in the United States, under the Credit Agreement, in each case, subject to the provisions of the Credit Agreement.

If there is a change of control, as defined under the Credit Agreement, the Credit Agreement will be terminated and any outstanding obligations under the Credit Agreement will automatically become immediately due and payable.

A significant or prolonged downturn in general business and economic conditions may affect our ability to comply with our covenants or meet those financial ratios and tests and could require us to take action to reduce our debt or to act in a manner contrary to our current business objectives.

A breach of any of our Credit Agreement covenants, including failure to maintain a required ratio or meet a required test, may result in an event of default under the Credit Agreement. This may allow the administrative agent under the Credit Agreement to declare all amounts outstanding thereunder, together with accrued interest, to be immediately due and payable. If this occurs, we may not be able to refinance the indebtedness on favorable terms, or at all, or repay the accelerated indebtedness.

Receivables Securitization

We have a receivables securitization program that matures in November 2013, with a utilization limit for borrowings or letters of credit of $150 million.

At December 31, 2012, we had no borrowings and $38 million of letters of credit under the program (December 31, 2011—nil and $28 million, respectively). The program contains certain termination events, which include, but are not limited to, matters related to receivable performance, certain defaults occurring under the credit facility, and certain judgments being entered against us or our subsidiaries that remain outstanding for 60 consecutive days.

Domtar Canada Paper Inc. Exchangeable Shares

Upon the consummation of a series of transactions whereby the Fine Paper Business of Weyerhaeuser Company was transferred to the Company and the Company acquired Domtar Inc. (the “Transaction”), Domtar Inc. shareholders had the option to receive either common stock of the Company or shares of Domtar (Canada) Paper Inc. that are exchangeable for common stock of the Company. As of December 31, 2012, there were 607,814 exchangeable shares issued and outstanding. The exchangeable shares of Domtar (Canada) Paper Inc. are intended to be substantially the economic equivalent to shares of the Company’s common stock. These shareholders may exchange the exchangeable shares for shares of Domtar Corporation common stock on a one-for-one basis at any time. The exchangeable shares may be redeemed by Domtar (Canada) Paper Inc. on a redemption date to be set by the Board of Directors, which cannot be prior to July 31, 2023, or upon the occurrence of certain specified events, including, upon at least 60 days prior written notice to the holders, in the event less than 416,667 exchangeable shares (excluding any exchangeable shares held directly or indirectly by us) are outstanding at any time. Additional information regarding the exchangeable shares is included in Part II, Item 8, Financial Statements and Supplementary Data of this Annual Report on Form 10-K, under Note 20 “Shareholder’s equity.”

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OFF BALANCE SHEET ARRANGEMENTS

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

GUARANTEES

Indemnifications

In the normal course of business, we offer indemnifications relating to the sale of our businesses and real estate. In general, these indemnifications may relate to claims from past business operations, the failure to abide by covenants and the breach of representations and warranties included in sales agreements. Typically, such representations and warranties relate to taxation, environmental, product and employee matters. The terms of these indemnification agreements are generally for an unlimited period of time. At December 31, 2012, we are unable to estimate the potential maximum liabilities for these types of indemnification guarantees as the amounts are contingent upon the outcome of future events, the nature and likelihood of which cannot be reasonably estimated at this time. Accordingly, no provision has been recorded. These indemnifications have not yielded significant expenses in the past.

Pension Plans

We have indemnified and held harmless the trustees of our pension funds, and the respective officers, directors, employees and agents of such trustees, from any and all costs and expenses arising out of the performance of their obligations under the relevant trust agreements, including in respect of their reliance on authorized instructions from us or for failing to act in the absence of authorized instructions. These indemnifications survive the termination of such agreements. At December 31, 2012, we have not recorded a liability associated with these indemnifications, as we do not expect to make any payments pertaining to these indemnifications.

E.B. Eddy Acquisition

On July 31, 1998, Domtar Inc. (now a 100% owned subsidiary of Domtar Corporation) acquired all of the issued and outstanding shares of E.B. Eddy Limited and E.B. Eddy Paper, Inc. (“E.B. Eddy”), an integrated producer of specialty paper and wood products. The purchase agreement included a purchase price adjustment whereby, in the event of the acquisition by a third party of more than 50% of the shares of Domtar Inc. in specified circumstances, Domtar Inc. may be required to pay an increase in consideration of up to a maximum of $121 million (CDN$120 million), an amount gradually declining over a 25-year period. At March 7, 2007, the maximum amount of the purchase price adjustment was approximately $111 million (CDN$110 million).

On March 14, 2007, we received a letter from George Weston Limited (the previous owner of E.B. Eddy and a party to the purchase agreement) demanding payment of $111 million (CDN$110 million) as a result of the consummation of the Transaction. On June 12, 2007, an action was commenced by George Weston Limited against Domtar Inc. in the Superior Court of Justice of the Province of Ontario, Canada, claiming that the consummation of the Transaction triggered the purchase price adjustment and sought a purchase price adjustment of $111 million (CDN$110 million) as well as additional compensatory damages. On March 31, 2011, George Weston Limited filed a motion for summary judgment. On September 3, 2012, the Court directed that this matter proceed to examinations for discovery and trial, rather than proceed by way of summary judgment. The trial is expected to commence on October 21, 2013. We do not believe that the consummation of the Transaction triggers an obligation to pay an increase in consideration under the purchase price adjustment and intends to defend ourselves vigorously against any claims with respect thereto. However, we may not be successful in the defense of such claims, and if we are ultimately required to pay an increase in consideration, such payment may have a material adverse effect on our financial position, results of operations or cash flows. No provision is recorded for this matter.

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CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

In the normal course of business, we enter into certain contractual obligations and commercial commitments. The following tables provide our obligations and commitments at December 31, 2012:

CONTRACT TYPE	2013		2014		2015		2016		2017		THEREAFTER		TOTAL
(in million of dollars)
Notes (excluding interest)	$	72		—	$	167	$	94	$	278	$	550	$	1,161
Capital leases (including interest)		9		8		6		6		4		37		70
Long-term debt		81		8		173		100		282		587		1,231
Operating leases		30		23		14		8		5		14		94
Liabilities related to uncertain tax benefits (1)		—		—		—		—		—		—		254
Total obligations	$	111	$	31	$	187	$	108	$	287	$	601		1,579

COMMERCIAL OBLIGATIONS

COMMITMENT TYPE	2013		2014		2015		2016		2017		THEREAFTER		TOTAL
(in million of dollars)
Other commercial commitments (2)	$	112	$	7	$	5	$	3	$	3	$	1	$	131

(1) We have recognized total liabilities related to uncertain tax benefits of $254 million as of December 31, 2012. The timing of payments, if any, related to these obligations is uncertain.

(2) Includes commitments to purchase property, plant and equipment, roundwood, wood chips, gas and certain chemicals. Purchase orders in the normal course of business are excluded.

In addition, we expect to contribute a minimum total amount of $25 million to the pension plans in 2013.

For 2013 and the foreseeable future, we expect cash flows from operations and from our various sources of financing to be sufficient to meet our contractual obligations and commercial commitments.

ACCOUNTING CHANGES IMPLEMENTED

Comprehensive Income

In June 2011, the Financial Accounting Standards Board (“FASB”) issued changes to the presentation of comprehensive income. These changes give an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity was eliminated. The nature of the items that must be reported in other comprehensive income and the requirements for reclassification from other comprehensive income to net income were not changed. Additionally, no changes were made to the calculation and presentation of earnings per share. We adopted the new requirement on January 1, 2012 with no impact on the consolidated financial statements except for the change in presentation. We have chosen to present a single continuous statement of comprehensive income.

Intangibles—Goodwill and Other

In July 2012, the FASB issued an update to Intangibles—Goodwill and Other, which simplifies how entities test indefinite-lived intangible assets for impairment by permitting an entity to first assess qualitative factors to determine whether it is more likely than not that the indefinite-lived intangible asset is impaired. If the entity concludes that it is more likely than not that the indefinite-lived intangible asset is impaired, then it is required to perform the quantitative impairment test.

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The amended provisions are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012 with early adoption permitted. We adopted the new requirement as of its publication date with no impact on our consolidated financial statements.

FUTURE ACCOUNTING CHANGES

Comprehensive Income

In February 2013, the FASB issued an update to Comprehensive Income, which requires an entity to provide information regarding the amounts reclassified out of accumulated other comprehensive income by component. The standard requires that companies present either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source, and the income statement line items affected by the reclassification. If a component is not required to be reclassified to net income in its entirety, companies would instead cross reference to the related footnote for additional information.

These modifications are effective for interim and annual periods beginning after December 15, 2012. We are currently evaluating these changes to determine which option will be chosen for the presentation of amounts reclassified out of accumulated other comprehensive income. Other than the change in presentation, we have determined these changes will not have an impact on the consolidated financial statements.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect our results of operations and financial position. On an ongoing basis, management reviews its estimates, including those related to environmental matters and other asset retirement obligations, useful lives, impairment of property, plant and equipment, impairment of intangibles impairment of goodwill, impairment of indefinite-lived intangible assets, pension plans and other post-retirement benefit plans, income taxes and closure and restructuring costs based on currently available information. Actual results could differ from those estimates.

Critical accounting policies reflect matters that contain a significant level of management estimates about future events, reflect the most complex and subjective judgments, and are subject to a fair degree of measurement uncertainty.

Environmental Matters and Other Asset Retirement Obligations

Environmental expenditures for effluent treatment, air emission, landfill operation and closure, asbestos containment and removal, bark pile management, silvicultural activities and site remediation (together referred to as environmental matters) are expensed or capitalized depending on their future economic benefit. Operating cost, in the normal course of business, for environmental matters are expensed as incurred. Expenditures for property, plant and equipment that prevent future environmental impacts are capitalized and amortized on a straight-line basis over 10 to 40 years. Provisions for environmental matters are not discounted, due to uncertainty with respect to timing of expenditures, and are recorded when remediation efforts are probable and can be reasonably estimated.

We recognize asset retirement obligations, at fair value, in the period in which we incur a legal obligation associated with the retirement of an asset. Our asset retirement obligations are principally linked to landfill capping obligations, asbestos removal obligations and demolition of certain abandoned buildings. Conditional asset retirement obligations are recognized, at fair value, when the fair value of the liability can be reasonably estimated or on a probability weighted discounted cash flow estimate. The associated costs are capitalized as part of the carrying value of the related asset and depreciated over its remaining useful life. The liability is accreted using the credit adjusted risk-free interest rate used to discount the cash flows.

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The estimate of fair value of the asset retirement obligations is based on the results of the expected future cash flow approach, in which multiple cash flow scenarios that reflect a range of possible outcomes are considered. We have established cash flow scenarios for each individual asset retirement obligation. Probabilities are applied to each of the cash flow scenarios to arrive at an expected future cash flow. There is no supplemental risk adjustment made to the expected cash flows. The expected cash flow for each of the asset retirement obligations are discounted using the credit adjusted risk-free interest rate for the corresponding period until the settlement date. The rates used vary based on the prevailing rate at the moment of recognition of the liability and on its settlement period. The rates used vary between 5.5% and 12.0%.

Cash flow estimates incorporate either assumptions that marketplace participants would use in their estimates of fair value, whenever that information is available without undue cost and effort, or assumptions developed by internal experts.

In 2012, our operating expenses for environmental matters amounted to $64 million ($62 million in 2011, $62 million in 2010). We made capital expenditures for environmental matters of $4 million in 2012 ($8 million in 2011, $3 million in 2010). This excludes $6 million spent under the Pulp and Paper Green Transformation Program, which was reimbursed by the Government of Canada, ($83 million in 2011 and $51 million in 2010) for the improvement of air emissions and energy efficiency, effluent treatment and remedial actions to address environmental compliance. At this time, management does not expect any additional required expenditure that would have a material adverse effect on our financial position, results of operations or cash flows.

An action was commenced by Seaspan International Ltd. (“Seaspan”) in the Supreme Court of British Columbia, on March 31, 1999 against Domtar Inc. and others with respect to alleged contamination of Seaspan’s site bordering Burrard Inlet in North Vancouver, British Columbia, including contamination of sediments in Burrard Inlet, due to the presence of creosote and heavy metals. Beyond the filing of preliminary pleadings, no steps have been taken by the parties in this action. On February 16, 2010, the government of British Columbia issued a Remediation Order to Seaspan and Domtar Inc. (“responsible persons”) in order to define and implement an action plan to address soil, sediment and groundwater issues. This Order was appealed to the Environmental Appeal Board (“Board”) on March 17, 2010 but there is no suspension in the execution of this Order unless the Board orders otherwise. The appeal hearing has been adjourned and has been preliminarily re-scheduled for the fall of 2013. The relevant government authorities selected a remediation approach on July 15, 2011, and on January 8, 2013, the same authorities decided that each responsible persons’ implementation plan is satisfactory and that the responsible persons decide which plan is to be used. On February 6, 2013, the responsible persons appealed the January 8, 2013 decision and Seaspan applied for a stay of execution. On February 18, 2013, the Board granted an interim stay of the January 8, 2013 decision. We recorded an environmental reserve to address its estimated exposure and the reasonably possible loss in excess of the reserve is not considered to be material for this matter.

We are also a party to various proceedings relating to the cleanup of hazardous waste sites under the Comprehensive Environmental Response Compensation and Liability Act, commonly known as “Superfund,” and similar state laws. The Environmental Protection Agency (“EPA”) and/or various state agencies have notified us that we may be a potentially responsible party with respect to other hazardous waste sites as to which no proceedings have been instituted against us. We continue to take remedial action under our Care and Control Program, at our former wood preserving sites, and at a number of operating sites due to possible soil, sediment or groundwater contamination. The investigation and remediation process is lengthy and subject to the uncertainties of changes in legal requirements, technological developments and, if and when applicable, the allocation of liability among potentially responsible parties.

At December 31, 2012, we had a provision of $83 million ($92 million at December 31, 2011) for environmental matters and other asset retirement obligations. Certain of these amounts have been discounted due to more certainty of the timing of expenditures using the credit adjusted risk-free interest rate for the corresponding period until the settlement date. The rates used vary, based on the prevailing rate at the moment of recognition of the liability and on its settlement period. Additional costs, not known or identifiable, could be

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incurred for remediation efforts. Based on policies and procedures in place to monitor environmental exposure, we believe that such additional remediation costs would not have a material adverse effect on our financial position, results of operations or cash flows.

While we believe that we have determined the costs for environmental matters likely to be incurred, based on known information, our ongoing efforts to identify potential environmental concerns that may be associated with the properties may lead to future environmental investigations. These efforts may result in the determination of additional environmental costs and liabilities, which cannot be reasonably estimated at this time.—See Part I, Item 3, Legal Proceedings, under the caption “Climate change regulation.”

At December 31, 2012, anticipated undiscounted payments in each of the next five years are as follows:

	2013	2014	2015	2016	2017	Thereafter	Total
Environmental provision and other asset retirement obligations	$ 19	$ 26	$ 5	$ 2	$ 1	$ 76	$ 129

Industrial Boiler Maximum Achievable Control Technology Standard (“MACT”)

On December 2, 2011, the EPA proposed a new set of standards related to emissions from boilers and process heaters included in our manufacturing processes. These standards are generally referred to as Boiler MACT and seek to require reductions in the emission of certain hazardous air pollutants or surrogates of hazardous air pollutants. The EPA announced the final rule on December 12, 2012, and it was subsequently published in the Federal Register on January 31, 2013. Compliance will be required by the end of 2015 or early 2016 for existing emission units or upon startup for any new emission units. We expect that the capital cost required to comply with the Boiler MACT rules, is between $25 million and $35 million. We are currently assessing the associated increase in operating costs as well as alternate compliance strategies.

Useful Lives

Our property, plant and equipment are stated at cost less accumulated depreciation, including asset impairment write-downs. Interest costs are capitalized for significant capital projects. For timber limits and timberlands, amortization is calculated using the unit of production method. For all other assets, amortization is calculated using the straight-line method over the estimated useful lives of the assets. Buildings and improvements are amortized over periods of 10 to 40 years and machinery and equipment over periods of 3 to 20 years. No depreciation is recorded on assets under construction.

Our intangible assets are stated at cost less accumulated amortization, including any applicable intangible asset impairment write-down. Water rights, customer relationships, technology, trade names, supplier agreements and non-compete agreements are amortized on a straight-line basis over their estimated useful lives of 40 years, 20 to 40 years, 7 to 20 years, 7 years, 5 years, and 9 years, respectively. Power purchase agreements are amortized on a straight-line basis over the term of the contract. The weighted-average amortization period is 25 years for power purchase agreements. One trade name is considered to have an indefinite useful life and is therefore not amortized.

On a regular basis, we review the estimated useful lives of our property, plant and equipment as well as our intangible assets. Assessing the reasonableness of the estimated useful lives of property, plant and equipment and intangible assets requires judgment and is based on currently available information. Changes in circumstances such as technological advances, changes to our business strategy, changes to our capital strategy or changes in regulation can result in the actual useful lives differing from our estimates. Revisions to the estimated useful lives of property, plant and equipment and intangible assets constitute a change in accounting estimate and are dealt with prospectively by amending depreciation and amortization rates.

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A change in the remaining estimated useful life of a group of assets, or their estimated net salvage value, will affect the depreciation or amortization rate used to depreciate or amortize the group of assets and thus affect depreciation or amortization expense as reported in our results of operations. In 2012, we recorded depreciation and amortization expense of $385 million compared to $376 million and $395 million in 2011 and 2010, respectively. At December 31, 2012, we had property, plant and equipment with a net book value of $3,401 million ($3,459 million in 2011) and intangible assets, net of amortization of $309 million ($204 million in 2011).

Impairment of Property, Plant and Equipment

Property, plant and equipment are reviewed for impairment upon the occurrence of events or changes in circumstances indicating that, at the lowest level of determinable cash flows, the carrying value of the assets may not be recoverable. Step I of the impairment test assesses if the carrying value of the assets exceeds their estimated undiscounted future cash flows in order to assess if the property, plant and equipment are impaired. In the event the estimated undiscounted future cash flows are lower than the net book value of the assets, a Step II impairment test must be carried out to determine the impairment charge. In Step II, property, plant and equipment are written down to their estimated fair values. Given that there is generally no readily available quoted value for our property, plant and equipment, we determine fair value of our assets using the estimated discounted future cash flow (“DCF”) expected from their use and eventual disposition, and by using the liquidation or salvage value in the case of idled assets. The DCF in Step II is based on the undiscounted cash flows in Step I.

Kamloops, British Columbia Pulp Mill, Closure of a Pulp Machine

During the fourth quarter of 2012, we announced the permanent shut down of a pulp machine at our Kamloops mill. This decision will result in a permanent curtailment of our annual pulp production by approximately 120,000 ADMT of sawdust softwood pulp, and will affect approximately 125 employees. These measures are expected to be in place by the end of March 2013. We recognized a $5 million write-down of property, plant and equipment and $2 million of accelerated depreciation, included in Impairment and write-down of property, plant and equipment and intangible assets, with respect to the assets that will cease productive use in March 2013, when the shut down is completed. We expect to record an additional $12 million of accelerated depreciation during the first quarter of 2013 in relation to these assets.

Given the decision to permanently shut down the pulp machine and the substantial change in use, we conducted a Step I impairment test in the fourth quarter of 2012 and concluded that the undiscounted estimated future cash flows associated with the remaining property, plant and equipment exceeded the then carrying value of the asset group of $202 million by a significant amount and, as such, no additional impairment charge was required.

Estimates of undiscounted future cash flows used to test the recoverability of the property, plant and equipment included key assumptions related to selling prices, inflation-adjusted cost projections, forecasted exchange rate for the U.S. dollar when applicable and the estimated useful life of the property, plant and equipment.

Mira Loma, California Converting Plant

During the first quarter of 2012, we recorded a $2 million write-down of property, plant and equipment at our Mira Loma plant, in Impairment and write-down of property, plant and equipment (a component of Impairment and write-down of property, plant and equipment and intangible assets on the consolidated statement of earnings).

Ashdown, Arkansas Pulp and Paper Mill – Closure of a Paper Machine

As a result of the decision to permanently shut down one of four paper machines on March 29, 2011, we recognized $73 million of accelerated depreciation in 2011. Given the substantial decline in the production capacity, at our Ashdown mill, we conducted a quantitative impairment test in the fourth quarter of 2011 and

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concluded that the recognition of an impairment loss for the Ashdown mill’s remaining property, plant and equipment was not required as the aggregate undiscounted future cash flows exceeded the carrying value.

Plymouth, North Carolina Pulp and Paper Mill—Conversion to Fluff Pulp

As a result of the decision to permanently shut down the remaining paper machine and convert our Plymouth facility to 100% fluff pulp production in the fourth quarter of 2009, we recognized, under Impairment and write-down of property, plant and equipment, $39 million of accelerated depreciation in 2010 in addition to $13 million in the fourth quarter of 2009 and a $1 million write-down for the related paper machine in 2010.

Given the substantial change in use of the mill, we conducted a Step I impairment test in the fourth quarter of 2009 and concluded that the recognition of an impairment loss for our Plymouth mill’s remaining property, plant and equipment was not required as the aggregate estimated undiscounted future cash flows exceeded the then carrying value of the asset group of $336 million by a significant amount.

Estimates of undiscounted future cash flows used to test the recoverability of the property, plant and equipment included key assumptions related to selling prices, inflation-adjusted cost projections, forecasted exchange rate for the U.S. dollar when applicable and the estimated useful life of the property, plant and equipment.

Impairment of intangibles

Definite-lived intangible assets are reviewed for impairment upon the occurrence of events or changes in circumstances indicating that, at the lowest level of determinable cash flows, the carrying value of the intangible may not be recoverable.

Deterioration in sales and operating results of Ariva U.S., a subsidiary included in our Distribution segment, has led us to test the customer relationships of this asset group for recoverability. As of December 31, 2012, we recognized an impairment charge of $5 million included in Impairment and write-down of property, plant and equipment and intangible assets related to customer relationships in the Distribution segment, based on the revised long-term forecast in the fourth quarter of 2012. We concluded that no further impairment or impairment indicators exist as of December 31, 2012.

Changes in our assumptions and estimates may affect our forecasts and may lead to an outcome where impairment charges would be required. In addition, actual results may vary from our forecasts, and such variations may be material and unfavorable, thereby triggering the need for future impairment tests where our conclusions may differ in reflection of prevailing market conditions.

Impairment of Goodwill

All goodwill as of December 31, 2012 resided in our Personal Care segment. The goodwill in the Personal Care segment originates from the acquisitions of Attends US on September 1, 2011 ($163 million), Attends Europe on March 1, 2012 ($69 million) and EAM on May 10, 2012 ($31 million).

For purposes of impairment testing, goodwill must be assigned to one or more of our reporting units. We test goodwill at the reporting unit level. Goodwill is not amortized and is evaluated at the beginning of the fourth quarter of every year or more frequently whenever indicators of potential impairment exist. We have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. In performing the qualitative assessment, we identify the relevant drivers of fair value of a reporting unit and the relevant events and circumstances that may have an impact on those drivers of fair value. This process 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. If, after assessing the totality of events or circumstances, we determine it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the

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Step I of the two-step impairment test is necessary. The Step I goodwill impairment test determines whether the fair value of a reporting unit exceeds the net carrying amount of that reporting unit, including goodwill, as of the assessment date in order to assess if goodwill is impaired. If the fair value is greater than the net carrying amount, no impairment is necessary. In the event that the net carrying amount exceeds the fair value, the Step II goodwill impairment test must be performed in order to determine the amount of the impairment charge. The implied fair value of goodwill in this test is estimated in the same way as goodwill was determined at the date of the acquisition in a business combination. That is, the excess of the fair value of the reporting unit over the fair value of the identifiable net assets of the reporting unit represents the implied value of goodwill. To accomplish this Step II test, the fair value of the reporting unit’s goodwill must be estimated and compared to its carrying value. The excess of the carrying value over the fair value is taken as an impairment charge in the period.

In the fourth quarter of 2012, we assessed qualitative factors to determine whether the existence of events or circumstances led to a determination that it was more likely than not that the fair value of the reporting unit was less than its carrying amount. After assessing the totality of events and circumstances, we determined it was not more likely than not that the fair value of the reporting unit was less than its carrying amount. Thus, performing the two-step impairment test was unnecessary and no impairment charge was recorded for goodwill.

Impairment of indefinite-lived intangible assets

All indefinite-lived intangible assets as of December 31, 2012 resided in our Personal Care segment. The indefinite-lived intangible assets in the Personal Care segment originate from the acquisitions of Attends US on September 1, 2011 ($61 million) and Attends Europe on March 1, 2012 ($54 million), and both refer to trade names.

For purposes of impairment testing, indefinite-lived intangible assets must be assigned to one or more of our reporting units. We test indefinite-lived intangible assets at the reporting unit level. Indefinite-lived intangibles assets are not amortized and are evaluated at the beginning of the fourth quarter of every year or more frequently whenever indicators of potential impairment exist. We have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. In performing the qualitative assessment, we identify the relevant drivers of fair value of a reporting unit and the relevant events and circumstances that may have an impact on those drivers of fair value. This process 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. If, after assessing the totality of events or circumstances, we determine it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the Step I of the two-step impairment test is necessary. The Step I impairment test determines whether the fair value of a reporting unit exceeds the net carrying amount of that reporting unit, including indefinite-lived intangible assets, as of the assessment date in order to assess if indefinite-lived intangible assets are impaired. If the fair value is greater than the net carrying amount, no impairment is necessary. In the event that the net carrying amount exceeds the fair value, the Step II impairment test must be performed in order to determine the amount of the impairment charge. The implied fair value of indefinite-lived intangible assets in this test is estimated in the same way as indefinite-lived intangible assets were determined at the date of the acquisition in a business combination. To accomplish this Step II test, the fair value of the reporting unit’s indefinite-lived intangible assets must be estimated and compared to its carrying value. The excess of the carrying value over the fair value is taken as an impairment charge in the period.

In the fourth quarter of 2012, we assessed qualitative factors to determine whether the existence of events or circumstances led to a determination that it was more likely than not that the fair value of the reporting unit was less than its carrying amount. After assessing the totality of events and circumstances, we determined it was not more likely than not that the fair value of the reporting unit was less than its carrying amount. Thus, performing the two-step impairment test was unnecessary and no impairment charge was recorded for indefinite-lived intangible assets.

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Pension Plans and Other Post-Retirement Benefit Plans

We have several defined contribution plans and multiemployer plans. The pension expense under these plans is equal to our contribution. Defined contribution pension expense was $24 million for the year ended December 31, 2012 (2011—$24 million and 2010—$25 million).

We sponsor both contributory and non-contributory U.S. and non-U.S. defined benefit pension plans that cover the majority of our employees. Non-unionized employees in Canada joining the Company after June 1, 2000, participate in defined contribution pension plans. Salaried employees in the U.S. joining the Company after January 1, 2008 participate in a defined contribution pension plan. Also, starting on January 1, 2013, all unionized employees covered under the agreement with the United Steel Workers not grandfathered under the existing defined benefit pension plans will transition to a defined contribution pension plan for future service. We also sponsor a number of other post-retirement benefit plans for eligible U.S. and non-U.S. employees; the plans are unfunded and include life insurance programs, medical and dental benefits. We also provide supplemental unfunded defined benefit pension plans to certain senior management employees.

We account for pensions and other post-retirement benefits in accordance with Compensation-Retirement Benefits Topic of the Financial Accounting Standards Board-Accounting Standards Committee (“FASB ASC”) which requires employers to recognize the overfunded or underfunded status of defined benefit pension plans as an asset or liability in its Consolidated Balance Sheets. Pension and other post-retirement benefit assumptions include the discount rate, the expected long-term rate of return on plan assets, the rate of compensation increase, health care cost trend rates, mortality rates, employee early retirements and terminations or disabilities. Changes in these assumptions result in actuarial gains or losses which we have amortized over the expected average remaining service life of the active employee group covered by the plans only to the extent that the unrecognized net actuarial gains and losses are in excess of 10% of the accrued benefit obligation at the beginning of the year over the average remaining service period of approximately 9 years of the active employee group covered by the pension plans and 10 years of the active employee group covered by the other post-retirement benefits plan.

An expected rate of return on plan assets of 6.0% was considered appropriate by our management for the determination of pension expense for 2012. Effective January 1, 2013, we will use 5.5%, 7.2% and 3.5% as the expected return on plan assets for Canada, the United States and Europe, which reflects the current view of long-term investment returns. The overall expected long-term rate of return on plan assets is based on management’s best estimate of the long-term returns of the major asset classes (cash and cash equivalents, equities and bonds) weighted by the actual allocation of assets at the measurement date, net of expenses. This rate includes an equity risk premium over government bond returns for equity investments and a value-added premium for the contribution to returns from active management.

We set our discount rate assumption annually to reflect the rates available on high-quality, fixed income debt instruments, with a duration that is expected to match the timing and amount of expected benefit payments. High-quality debt instruments are corporate bonds with a rating of AA or better. The discount rates at December 31, 2012, for pension plans were estimated at 4.1% for the accrued benefit obligation and 4.8% for the net periodic benefit cost for 2012 and for post-retirement benefit plans were estimated at 4.2% for the accrued benefit obligation and 2.9% for the net periodic benefit cost for 2012.

The rate of compensation increase is another significant assumption in the actuarial model for pension (set at 2.7% for the accrued benefit obligation and 2.8% for the net periodic benefit cost) and for post-retirement benefits (set at 2.8% for the accrued benefit obligation and 2.8% for the net periodic benefit cost) and is determined based upon our long-term plans for such increases.

For measurement purposes, a 5.4% weighted-average annual rate of increase in the per capita cost of covered health care benefits was assumed for 2013. The rate was assumed to decrease gradually to 4.1% by 2033 and remain at that level thereafter.

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The following table provides a sensitivity analysis of the key weighted average economic assumptions used in measuring the accrued pension benefit obligation, the accrued other post-retirement benefit obligation and related net periodic benefit cost for 2012. The sensitivity analysis should be used with caution as it is hypothetical and changes in each key assumption may not be linear. The sensitivities in each key variable have been calculated independently of each other.

Sensitivity Analysis

	PENSION						OTHER POST-RETIREMENT BENEFIT
PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS	ACCRUED BENEFIT OBLIGATION			NET PERIODIC BENEFIT COST			ACCRUED BENEFIT OBLIGATION			NET PERIODIC BENEFIT COST
(in millions of dollars)
Expected rate of return on assets
Impact of:
1% increase		N/A			($16	)		N/A			N/A
1% decrease		N/A			16			N/A			N/A
Discount rate
Impact of:
1% increase		($211	)		(15	)		($14	)		(1	)
1% decrease		246			20			18			1
Assumed overall health care cost trend
Impact of:
1% increase		N/A			N/A			10			1
1% decrease		N/A			N/A			(9	)		(1	)

The assets of the pension plans are held by a number of independent trustees and are accounted for separately in our pension funds. Our investment strategy for the assets in the pension plans is to maintain a diversified portfolio of assets, invest in a prudent manner to maintain the security of funds while maximizing returns within the guidelines provided in the investment policy. Diversification of the pension plans’ holdings is maintained in order to reduce the pension plans’ annual return variability, reduce market exposure and credit exposure to any single issuer and to any single component of the capital markets, to reduce exposure to unexpected inflation, to enhance the long-term risk-adjusted return potential of the pension plans and to reduce funding risk. Our pension funds are not permitted to own any of the Company’s shares or debt instruments.

The following table shows the allocation of the plan assets, based on the fair value of the assets held and the target allocation for 2012:

	Target allocation		Percentage of plan assets at December 31, 2012			Percentage of plan assets at December 31, 2011
Fixed income
Cash and cash equivalents		0% – 10%		4	%		5	%
Bonds		51% – 61%		55	%		58	%
Equity
Canadian Equity		7% – 15%		11	%		10	%
US Equity		8% – 18%		12	%		12	%
International Equity		14% – 24%		18	%		15	%
Total (1)				100	%		100	%

(1) Approx imately 85% of the pension plan assets relate to Canadian plans and 15% relate to U.S. plans.

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Our pension plan funding policy is to contribute annually the amount required to provide for benefits earned in the year, and to fund solvency deficiencies, funding shortfalls and past service obligations over periods not exceeding those permitted by the applicable regulatory authorities. Past service obligations primarily arise from improvements to plan benefits. The other post-retirement benefit plans are not funded and contributions are made annually to cover benefit payments. We expect to contribute a minimum total amount of $25 million in 2013 compared to $86 million in 2012 (2011—$95 million) to the pension plans. The payments made in 2012 to the other post-retirement benefit plans amounted to $7 million (2011—$8 million).

The estimated future benefit payments from the plans for the next ten years at December 31, 2012 are as follows:

ESTIMATED FUTURE BENEFIT PAYMENTS FROM THE PLANS	PENSION PLANS		OTHER POST- RETIREMENT BENEFIT PLANS
(in millions of dollars)
2013	$	152	$	5
2014		102		7
2015		105		7
2016		108		7
2017		111		6
2018 – 2022		600		34

Asset Backed Notes

At December 31, 2012, our Canadian defined benefit pension funds held restructured asset backed notes (“ABN”) (formerly asset backed commercial paper (“ABCP”)) valued at $213 million (CDN$211 million). At December 31, 2011, our plans held ABN valued at $205 million (CDN$208 million). During 2012, the total value of the ABN benefited from an increase in value of $41 million (CDN$40 million). For the same period, the total value of the ABN was reduced by repayments and sales totalling $37 million (CDN$37 million), partially offset by the $4 million impact of an increase in the value of the Canadian dollar.

Most of these ABN, with a current value of $193 million (2011—$178 million; 2010—$193 million), were subject to restructuring under the court order governing the Montreal Accord that was completed in January 2009. About $177 million of these notes (nominal value $213 million) are expected to mature in four years. These notes are valued based upon current market quotes. The market values are supported by the value of the underlying investments held by the issuing conduit. The values for the $16 million (nominal value $39 million) of remaining ABN, that also were subject to the Montreal Accord, were sourced either from the asset manager of the ABN, or from trading values for similar securities of similar credit quality.

An additional $20 million of ABN (nominal value $38 million) were restructured separately from the Montreal Accord. They are valued based upon the value of the collateral investments held in the conduit issuer, reduced by the negative value of credit default derivatives, with an additional discount (equivalent 1.75% per annum) applied for illiquidity. Approximately $11 million of these notes (nominal value $11 million) are expected to mature at par in late 2013 with the remaining $9 million of notes (nominal value $12 million) maturing in 2016. The outcome for a zero-value note (nominal value $15 million), remains subject to the outcome of ongoing litigation.

Possible changes that could impact the future value of ABN include: (1) changes in the value of the underlying assets and the related derivative transactions, (2) developments related to the liquidity of the ABN market, (3) a severe and prolonged economic slowdown in North America and the bankruptcy of referenced corporate credits, and (4) the passage of time, as most of the notes will mature by early 2017.

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Multiemployer Plans

We contribute to seven multiemployer defined benefit pension plans under the terms of collective agreements that cover certain Canadian union-represented employees (Canadian multiemployer plans) and certain U.S. union-represented employees (U.S. multiemployer plans). The risks of participating in these multiemployer plans are different from single-employer plans in the following aspects:

a) assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers;

b) for the U.S. multiemployer plans, if a participating employer stops contributing to the plan, the unfunded obligations of the plan are borne by the remaining participating employers; and

c) for the U.S. multiemployer plans, if we choose to stop participating in some of our multiemployer plans, we may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.

Our participation in these plans for the annual periods ended December 31 is outlined in the table below. The plan’s 2012 and 2011 actuarial status certification was completed as of January 1, 2012 and January 1, 2011 respectively, and is based on the plan’s actuarial valuation as of December 31, 2011 and December 31, 2010 respectively. This represents the most recent Pension Protection Act (“PPA”) zone status available. The zone status is based on information received from the plan and is certified by the plan’s actuary. One significant plan is in the red zone, which means it is less than 65% funded and requires a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”).

			Pension Protection Act Zone Status						Contributions from Domtar to Multiemployer (c)								Expiration date of collective bargaining agreement
Pension Fund	EIN / Pension Plan  Number		2012		2011		FIP / RP Status Pending / Implemented		2012		2011		2010		Surcharge imposed
U.S. Multiemployer Plans										$		$		$
PACE Industry Union-
Management Pension Fund (a)		11-6166763-001		Red		Red		Yes - Implemented		3		3		3		Yes		January 27, 2015
Canadian Multiemployer Plans
Pulp and Paper Industry
Pension Plan (b)		N/A		N/A		N/A		N/A		2		3		2		N/A		April 30, 2017
								Total		5		6		5
Total contributions made to all plans that are not individually significant										1		1		1
Total contributions made to all plans										6		7		6

(a) We withdrew from PACE Industry Union-Management Pension Fund effective December 31, 2012.

(b) In the event that the Canadian multiemployer plan is underfunded, the monthly benefit amount can be reduced by the trustees of the plan. Moreover, we are not responsible for the underfunded status of the plan because the Canadian multiemployer plans do not require participating employers to pay a withdrawal liability or penalty upon withdrawal.

(c) For each of the three years presented, our contributions to each multiemployer plan do not represent more than five percent of total contributions to each plan as indicated in the plan’s most recently available annual report.

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In 2011, we decided to withdraw from one of our multiemployer pension plans and recorded a withdrawal liability and a charge to earnings of $32 million. In 2012, as a result of a revision in the estimated withdrawal liability, we recorded a further charge to earnings of $14 million. Also in 2012, we withdrew from a second multiemployer pension plan and recorded a withdrawal liability and a charge to earnings of $1 million. While this is our best estimate of the ultimate cost of the withdrawal from these plans at December 31, 2012, additional withdrawal liabilities may be incurred based on the final fund assessment expected to occur in the second quarter of 2013. Further, we remain liable for potential additional withdrawal liabilities to the fund in the event of a mass withdrawal, as defined by statute, occurring anytime within the next three years. Refer to Part II, Item 8, Financial Statement and Supplementary Data of this Annual Report on Form 10-K, under Note 16 “Closure and Restructuring Costs and Liability.”

Income Taxes

We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined according to differences between the carrying amounts and tax bases of the assets and liabilities. The change in the net deferred tax asset or liability is included in earnings. Deferred tax assets and liabilities are measured using enacted tax rates and laws expected to apply in the years in which assets and liabilities are expected to be recovered or settled. For these years, a projection of taxable income and an assumption of the ultimate recovery or settlement period for temporary differences are required. The projection of future taxable income is based on management’s best estimate and may vary from actual taxable income.

On a quarterly basis, we assess the need to establish a valuation allowance for deferred tax assets and, if it is deemed more likely than not that our deferred tax assets will not be realized based on these taxable income projections, a valuation allowance is recorded. In general, “realization” refers to the incremental benefit achieved through the reduction in future taxes payable or an increase in future taxes refundable from the deferred tax assets. Evaluating the need for an amount of a valuation allowance for deferred tax assets often requires significant judgment. All available evidence, both positive and negative, should be considered to determine whether, based on the weight of that evidence, a valuation allowance is needed.

In our evaluation process, we give the most weight to historical income or losses. After evaluating all available positive and negative evidence, although realization is not assured, we determined that it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets, with the exception of certain foreign loss carryforwards for which a valuation allowance of $10 million was recorded in 2012, and certain state credits for which a valuation allowance of $4 million was recorded in 2011.

Our short-term deferred tax assets are mainly composed of temporary differences related to various accruals, accounting provisions, as well as a portion of our net operating loss carryforwards and available tax credits. The majority of these items are expected to be utilized or paid out over the next year. Our long-term deferred tax assets and liabilities are mainly composed of temporary differences pertaining to plant, equipment, pension and post-retirement liabilities, the remaining portion of net operating loss carryforwards and other tax attributes, and other items. Estimating the ultimate settlement period requires judgment and our best estimates. The reversal of timing differences is expected at enacted tax rates, which could change due to changes in income tax laws or the introduction of tax changes through the presentation of annual budgets by different governments. As a result, a change in the timing and the income tax rate at which the components will reverse could materially affect deferred tax expense in our future results of operations.

In addition, U.S. and foreign tax rules and regulations are subject to interpretation and require judgment that may be challenged by taxation authorities. To the best of our knowledge, we have adequately provided for our future tax consequences based upon current facts and circumstances and current tax law. In accordance with Income Taxes Topic of FASB ASC 740, we evaluate new tax positions that result in a tax benefit to us and

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determine the amount of tax benefits that can be recognized. The remaining unrecognized tax benefits are evaluated on a quarterly basis to determine if changes in recognition or classification are necessary. Significant changes in the amount of unrecognized tax benefits expected within the next 12 months are disclosed quarterly. Future recognition of unrecognized tax benefits would impact the effective tax rate in the period the benefits are recognized. At December 31, 2012, we had gross unrecognized tax benefits of $254 million. If our income tax positions with respect to the alternative fuel tax credits are sustained, either all or in part, then we would recognize a tax benefit in the future equal to the amount of the benefits sustained. Our tax treatment of the income related to the alternative fuel tax credits resulted in the recognition of a tax benefit of $2 million in 2010, which impacted the effective tax rate. This credit expired December 31, 2009. Refer to Part II, Item 8, Financial Statements and Supplementary Data of this Annual Report on Form 10-K, under Note 10 “Income taxes” for details on the unrecognized tax benefits.

Cellulosic Biofuel Credit

In July 2010, the U.S. IRS Office of Chief Counsel released an Advice Memorandum concluding that qualifying cellulosic biofuel sold or used before January 1, 2010, is eligible for the CBPC and would not be required to be registered by the Environmental Protection Agency. Each gallon of qualifying cellulose biofuel produced by any taxpayer operating a pulp and paper mill and used as a fuel in the taxpayer’s trade or business during calendar year 2009 would qualify for the $1.01 non-refundable CBPC. A taxpayer could be able to claim the credit on its federal income tax return for the 2009 tax year upon the receipt of a letter of registration from the IRS and any unused CBPC could be carried forward until 2016 to offset a portion of federal taxes otherwise payable.

We had approximately 207 million gallons of cellulose biofuel that qualified for this CBPC for which we had not previously claimed under the Alternative Fuel Tax Credit (“AFTC”) that represented approximately $209 million of CBPC or approximately $127 million of after tax benefit to the Corporation. In July 2010, we submitted an application with the IRS to be registered for the CBPC and on September 28, 2010, we received our notification from the IRS that we were successfully registered. On October 15, 2010 the IRS Office of Chief Counsel issued an Advice Memorandum concluding that the AFTC and CBPC could be claimed in the same year for different volumes of biofuel. In November 2010, we filed an amended 2009 tax return with the IRS claiming a cellulosic biofuel producer credit of $209 million and recorded a net tax benefit of $127 million in Income tax expense (benefit) on the Consolidated Statement of Earnings and Comprehensive Income for the year ended December 31, 2010. As of December 31, 2012, we have utilized all of the remaining credit.

Alternative Fuel Tax Credits

The U.S. Internal Revenue Code of 1986, as amended (the “Code”) permitted a refundable excise tax credit, until the end of 2009, for the production and use of alternative biofuel mixtures derived from biomass. We submitted an application with the IRS to be registered as an alternative fuel mixer and received notification that our registration had been accepted in late March 2009. We began producing and consuming alternative fuel mixtures in February 2009 at our eligible mills. Although the credit ended at the end of 2009, in 2010, we recorded $25 million of such credits in Other operating (income) loss on the Consolidated Statement of Earnings and Comprehensive Income. The $25 million represented an adjustment to amounts presented as deferred revenue at December 31, 2009 and was released to income following guidance issued by the IRS in March 2010. We recorded an income tax expense of $7 million in 2010 related to the alternative fuel mixture income. The amounts for the refundable credits are based on the volume of alternative biofuel mixtures produced and burned during that period. To date, we have received $508 million in refunds, net of federal income tax offsets.

There has been no change in our status with respect to the alternative fuel tax credits previously claimed but we continue to assess the possibility of converting some of these credits into additional CBPC. Any such conversion would require the repayment of any alternative fuel tax credit refund previously received in exchange for a credit to be used against future federal income tax.

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As of December 31, 2012, we have gross unrecognized tax benefits and interest of $198 million and related deferred tax assets of $17 million associated with the alternative fuel tax credits claimed on our 2009 tax return. During the second quarter of 2012, the IRS began an audit of our 2009 U.S. income tax return. The completion of the audit by the IRS or the issuance of authoritative guidance will result in the release of the provision or settlement of the liability in cash of some or all of these previously unrecognized tax benefits. As of December 31, 2012, we had gross unrecognized tax benefits and interest of $198 million and related deferred tax assets of $17 million associated with the alternative fuel tax credit claims on our 2009 tax return. The recognition of these benefits, $181 million net of deferred taxes, would impact our effective tax rate. We reasonably expect the audit to be settled within the next 12 months which could result in a significant change to the amount of unrecognized tax benefits. However, audit outcomes and the timing of audit settlements are subject to significant uncertainty. Additional information regarding unrecognized tax benefits is included in Part II, Item 8, Financial Statements and Supplementary Data of this Annual Report on Form 10-K, under Note 10 “Income taxes.”

Closure and Restructuring Costs

Closure and restructuring costs are recognized as liabilities in the period when they are incurred and are measured at their fair value. For such recognition to occur, management, with the appropriate level of authority, must have approved and committed to a firm plan and appropriate communication to those affected must have occurred. These provisions may require an estimation of costs such as severance and termination benefits, pension and related curtailments, environmental remediation and may also include expenses related to demolition and outplacement. Actions taken may also require an evaluation of any remaining assets to determine required write-downs, if any, and a review of estimated remaining useful lives which may lead to accelerated depreciation expense.

Estimates of cash flows and fair value relating to closures and restructurings require judgment. Closure and restructuring liabilities are based on management’s best estimates of future events at December 31, 2012. Closure and restructuring cost estimates are dependent on future events. Although we do not anticipate significant changes, the actual costs may differ from these estimates due to subsequent developments such as the results of environmental studies, the ability to find a buyer for assets set to be dismantled and demolished and other business developments. As such, additional costs and further working capital adjustments may be required in future periods.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Our income can be impacted by the following sensitivities:

SENSITIVITY ANALYSIS
(In millions of dollars, unless otherwise noted)
Each $10/unit change in the selling price of the following products1:
Papers
20-lb repro bond, 92 bright (copy)	$	10
50-lb offset, rolls		2
Other		21
Pulp—net position		16
Foreign exchange, excluding depreciation and amortization (US $0.01 change in relative value to the Canadian dollar before hedging)		9
Energy 2
Natural gas: $0.25/MMBtu change in price before hedging		4

1 Based on estimated 2013 capacity (ST or ADMT).

2 Based on estimated 2013 consumption levels. The allocation between energy sources may vary during the year in order to take advantage of market conditions.

Note that we may, from time to time, hedge part of our foreign exchange, pulp, interest rate and energy positions, which may therefore impact the above sensitivities.

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In the normal course of business, we are exposed to certain financial risks. We do not use derivative instruments for speculative purposes; although all derivative instruments purchased to minimize risk may not qualify for hedge accounting.

INTEREST RATE RISK

We are exposed to interest rate risk arising from fluctuations in interest rates on our cash and cash equivalents, bank indebtedness, bank credit facility and long-term debt. We may manage this interest rate exposure through the use of derivative instruments such as interest rate swap contracts.

CREDIT RISK

We are exposed to credit risk on the accounts receivable from our customers. In order to reduce this risk, we review new customers’ credit history before granting credit and conduct regular reviews of existing customers’ credit performance. As of December 31, 2012, one of our Pulp and Paper segment customers located in the United States represented 11% ($64 million) ((2011 – 9% ($58 million)) of our total receivables.

We are also exposed to credit risk in the event of non-performance by counterparties to our financial instruments. We minimize this exposure by entering into contracts with counterparties that we believe to be of high credit quality. Collateral or other security to support financial instruments subject to credit risk is usually not obtained. We regularly monitor the credit standing of counterparties. Additionally, we are exposed to credit risk in the event of non-performance by our insurers. We minimize our exposure by doing business only with large reputable insurance companies.

COST RISK

Cash flow hedges

We purchase natural gas at the prevailing market price at the time of delivery. In order to manage the cash flow risk associated with purchases of natural gas, we may utilize derivative financial instruments or physical purchases to fix the price of forecasted natural gas purchases. We formally document the hedge relationships, including identification of the hedging instruments and the hedged items, the risk management objectives and strategies for undertaking the hedge transactions, and the methodologies used to assess effectiveness and measure ineffectiveness. Current contracts are used to hedge forecasted purchases over the next five years. The effective portion of changes in the fair value of derivative contracts designated as cash flow hedges is recorded as a component of Accumulated other comprehensive loss within Shareholders’ equity, and is recognized in Cost of sales in the period in which the hedged transaction occurs.

The following table presents the volumes under derivative financial instruments for natural gas contracts outstanding as of December 31, 2012 to hedge forecasted purchases:

Commodity	Notional contractual quantity under derivative contracts				Notional contractual value under derivative contracts (in millions of dollars)		Percentage of forecasted purchases under derivative contracts for
							2013			2014			2015			2016
Natural gas		13,320,000	MMBTU	(1)	$	56		31	%		34	%		15	%		12	%

(1) MMBTU: Millions of British thermal units

The natural gas derivative contracts were fully effective for accounting purposes as of December 31, 2012. The critical terms of the hedging instruments and the hedged items match. As a result, there were no amounts reflected in the Consolidated Statements of Earnings and Comprehensive Income and Other comprehensive income for the year ended December 31, 2012 resulting from hedge ineffectiveness (2011 and 2010 – nil).

71

FOREIGN CURRENCY RISK

Cash flow hedges

We have manufacturing and converting operations in the United States, Canada, Sweden and China. As a result, we are exposed to movements in foreign currency exchange rates in Canada, Europe and Asia. Moreover, certain assets and liabilities are denominated in currencies other than the U.S. dollar and are exposed to foreign currency movements. Therefore, our earnings are affected by increases or decreases in the value of the Canadian dollar and of other European and Asian currencies relative to the U.S. dollar. Our Swedish subsidiary is exposed to movements in foreign currency exchange rates on transactions denominated in a different currency than its Euro functional currency. Our risk management policy allows it to hedge a significant portion of its exposure to fluctuations in foreign currency exchange rates for periods up to three years. We may use derivative instruments (currency options and foreign exchange forward contracts) to mitigate our exposure to fluctuations in foreign currency exchange rates or to designate them as hedging instruments in order to hedge the subsidiary’s cash flow risk for purposes of the consolidated financial statements.

We formally document the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking the hedge transactions. Foreign exchange currency options contracts used to hedge forecasted purchases in Canadian dollars by the Canadian subsidiary and forecasted sales in British Pound Sterling and forecasted purchases in U.S. dollars by the Swedish subsidiary are designated as cash flow hedges. Current contracts are used to hedge forecasted sales or purchases over the next 12 months. The effective portion of changes in the fair value of derivative contracts designated as cash flow hedges is recorded as a component of Other comprehensive income (loss) and is recognized in Cost of sales or in Sales in the period in which the hedged transaction occurs.

Net investment hedge

We use foreign exchange currency option contracts maturing in February 2013, to hedge the net assets of Attends Europe to offset the foreign currency translation and economic exposures related to its investment in the subsidiary. We are exposed to movements in foreign currency exchange rates of the Euro versus the U.S. dollar as Attends Europe has a Euro functional currency whereas the Company has a U.S. dollar functional and reporting currency. The effective portion of changes in the fair value of derivative contracts designated as net investment hedges is recorded in Other comprehensive income (loss) as part of the Foreign currency translation adjustments.

The following table presents the currency values under contracts pursuant to currency options outstanding as of December 31, 2012 to hedge forecasted purchases:

Contract		Notional contractual value	Percentage of forecasted net exposures under contracts for
			2013
Currency options purchased	CDN	$ 425	50%
	EUR	€ 176	92%
	USD	$   34	100%
	GBP	£   19	93%
Currency options sold	CDN	$ 425	50%
	EUR	€   76	40%
	USD	$   34	100%
	GBP	£   19	93%

The currency options are fully effective as at December 31, 2012. The critical terms of the hedging instruments and the hedged items match. As a result, there were no amounts reflected in the Consolidated Statements of Earnings and Comprehensive Income for the year ended December 31, 2012 resulting from hedge ineffectiveness (2011 and 2010 – nil).

72

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Management’s Reports to Shareholders of Domtar Corporation

Management’s Report on Financial Statements and Practices

The accompanying Consolidated Financial Statements of Domtar Corporation and its subsidiaries (the “Company”) were prepared by management. The statements were prepared in accordance with accounting principles generally accepted in the United States of America and include amounts that are based on management’s best judgments and estimates. Management is responsible for the completeness, accuracy and objectivity of the financial statements. The other financial information included in the annual report is consistent with that in the financial statements.

Management has established and maintains a system of internal accounting and other controls for the Company and its subsidiaries. This system and its established accounting procedures and related controls are designed to provide reasonable assurance that assets are safeguarded, that the books and records properly reflect all transactions, that policies and procedures are implemented by qualified personnel, and that published financial statements are properly prepared and fairly presented. The Company’s system of internal control is supported by written policies and procedures, contains self-monitoring mechanisms, and is audited by the internal audit function. Appropriate actions are taken by management to correct deficiencies as they are identified.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. In order to evaluate the effectiveness of internal control over financial reporting, management has conducted an assessment, including testing, using the criteria established in Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Based on the assessment, management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 2012, based on criteria in Internal Control—Integrated Framework issued by the COSO.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2012 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein.

73

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Domtar Corporation:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of earnings and comprehensive income, shareholders’ equity and cash flows present fairly, in all material respects, the financial position of Domtar Corporation and its subsidiaries at December 31, 2012 and December 31, 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Charlotte, North Carolina

February 25, 2013

74

DOMTAR CORPORATION

CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
	$			$			$
Sales		5,482			5,612			5,850
Operating expenses
Cost of sales, excluding depreciation and amortization		4,321			4,171			4,417
Depreciation and amortization		385			376			395
Selling, general and administrative		358			340			338
Impairment and write-down of property, plant and equipment and intangible assets (NOTE 4)		14			85			50
Closure and restructuring costs (NOTE 16)		30			52			27
Other operating loss (income), net (NOTE 8)		7			(4	)		20
		5,115			5,020			5,247
Operating income		367			592			603
Interest expense, net (NOTE 9)		131			87			155
Earnings before income taxes and equity earnings		236			505			448
Income tax expense (benefit) (NOTE 10)		58			133			(157	)
Equity loss, net of taxes		6			7			—
Net earnings		172			365			605
Per common share (in dollars) (NOTE 6)
Net earnings
Basic		4.78			9.15			14.14
Diluted		4.76			9.08			14.00
Weighted average number of common and exchangeable shares outstanding (millions)
Basic		36.0			39.9			42.8
Diluted		36.1			40.2			43.2
Net earnings		172			365			605
Other comprehensive income (loss):
Net derivative gains (losses) on cash flow hedges:
Net losses arising during the period, net of tax of $1 (2011—$7; 2010—$3)		—			(13	)		(4	)
Less: Reclassification adjustment for (gains) losses included in net earnings, net of tax of $(5) (2011—$(2); 2010—$(1))		8			(1	)		(2	)
Foreign currency translation adjustments		23			(25	)		66
Change in unrecognized losses and prior service cost related to pension and post-retirement benefit plans, net of tax of $30 (2011—$15; 2010 $19)		(85	)		(25	)		(54	)
Other comprehensive income (loss)		(54	)		(64	)		6
Comprehensive income		118			301			611

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

75

DOMTAR CORPORATION

CONSOLIDATED BALANCE SHEETS

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

	At
	December 31, 2012			December 31, 2011
	$			$
Assets
Current assets
Cash and cash equivalents		661			444
Receivables, less allowances of $4 and $5		562			644
Inventories (NOTE 11)		675			652
Prepaid expenses		24			22
Income and other taxes receivable		48			47
Deferred income taxes (NOTE 10)		45			125
Total current assets		2,015			1,934
Property, plant and equipment, at cost		8,793			8,448
Accumulated depreciation		(5,392	)		(4,989	)
Net property, plant and equipment (NOTE 13)		3,401			3,459
Goodwill (NOTE 12)		263			163
Intangible assets, net of amortization (NOTE 14)		309			204
Other assets (NOTE 15)		135			109
Total assets		6,123			5,869
Liabilities and shareholders’ equity
Current liabilities
Bank indebtedness		18			7
Trade and other payables (NOTE 17)		646			688
Income and other taxes payable		15			17
Long-term debt due within one year (NOTE 18)		79			4
Total current liabilities		758			716
Long-term debt (NOTE 18)		1,128			837
Deferred income taxes and other (NOTE 10)		903			927
Other liabilities and deferred credits (NOTE 19)		457			417
Commitments and contingencies (NOTE 21)
Shareholders’ equity (NOTE 20)
Common stock $0.01 par value; authorized 2,000,000,000 shares; issued: 42,523,896 and 42,506,732 shares		—			—
Treasury stock $0.01 par value; 8,285,292 and 6,375,532 shares		—			—
Exchangeable shares No par value; unlimited shares authorized; issued and held by nonaffiliates: 607,814 and 619,108 shares		48			49
Additional paid-in capital		2,175			2,326
Retained earnings		782			671
Accumulated other comprehensive loss		(128	)		(74	)
Total shareholders’ equity		2,877			2,972
Total liabilities and shareholders’ equity		6,123			5,869

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

76

DOMTAR CORPORATION

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

	Issued and outstanding common and exchangeable shares (millions of shares)			Exchangeable shares			Additional paid-in capital			Retained earnings (Accumulated deficit)			Accumulated other comprehensive loss			Total shareholders’ equity
				$			$			$			$			$
Balance at December 31, 2009		43.0			78			2,816			(216	)		(16	)		2,662
Conversion of exchangeable shares		—			(14	)		14			—			—			—
Stock-based compensation		0.1			—			5			—			—			5
Net earnings		—			—			—			605			—			605
Net derivative losses on cash flow hedges:
Net loss arising during the period, net of tax of $3		—			—			—			—			(4	)		(4	)
Less: Reclassification adjustments for gains included in net earnings, net of tax of $(1)		—			—			—			—			(2	)		(2	)
Foreign currency translation adjustments		—			—			—			—			66			66
Change in unrecognized losses and prior service cost related to pension and post-retirement benefit plans, net of tax of $19		—			—			—			—			(54	)		(54	)
Stock repurchase, net of gain of $2		(0.7	)		—			(42	)		—			—			(42	)
Cash dividends		—			—			—			(32	)		—			(32	)
Other		—			—			(2	)		—			—			(2	)
Balance at December 31, 2010		42.4			64			2,791			357			(10	)		3,202
Conversion of exchangeable shares		—			(15	)		15			—			—			—
Stock-based compensation		0.3			—			14			—			—			14
Net earnings		—			—			—			365			—			365
Net derivative losses on cash flow hedges:
Net loss arising during the period, net of tax of $7		—			—			—			—			(13	)		(13	)
Less: Reclassification adjustments for gains included in net earnings, net of tax of $(2)		—			—			—			—			(1	)		(1	)
Foreign currency translation adjustments		—			—			—			—			(25	)		(25	)
Change in unrecognized losses and prior service cost related to pension and post-retirement benefit plans, net of tax of $15		—			—			—			—			(25	)		(25	)
Stock repurchase		(5.9	)		—			(494	)		—			—			(494	)
Cash dividends		—			—			—			(51	)		—			(51	)
Balance at December 31, 2011		36.8			49			2,326			671			(74	)		2,972
Conversion of exchangeable shares		—			(1	)		1			—			—			—
Stock-based compensation, net of tax		—			—			5			—			—			5
Net earnings		—			—			—			172			—			172
Net derivative losses on cash flow hedges:
Net loss arising during the period, net of tax of $1		—			—			—			—			—			—
Less: Reclassification adjustments for losses included in net earnings, net of tax of $(5)		—			—			—			—			8			8
Foreign currency translation adjustments		—			—			—			—			23			23
Change in unrecognized losses and prior service cost related to pension and post-retirement benefit plans, net of tax of $30		—			—			—			—			(85	)		(85	)
Stock repurchase		(2.0	)		—			(157	)		—			—			(157	)
Cash dividends		—			—			—			(61	)		—			(61	)
Balance at December 31, 2012		34.8			48			2,175			782			(128	)		2,877

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

77

DOMTAR CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN MILLIONS OF DOLLARS)

	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
	$			$			$
Operating activities
Net earnings		172			365			605
Adjustments to reconcile net earnings to cash flows from operating activities
Depreciation and amortization		385			376			395
Deferred income taxes and tax uncertainties (NOTE 10)		(1	)		40			(174	)
Impairment and write-down of property, plant and equipment and intangible assets (NOTE 4)		14			85			50
Loss on repurchase of long-term debt and debt restructuring costs		—			4			47
Net losses (gains) on disposals of property, plant and equipment and sale of businesses		2			(6	)		33
Stock-based compensation expense		5			3			5
Equity loss, net		6			7			—
Other		(13	)		—			(2	)
Changes in assets and liabilities, excluding the effects of acquisition and sale of businesses
Receivables		99			(12	)		(73	)
Inventories		5			2			39
Prepaid expenses		(3	)		2			6
Trade and other payables		(118	)		(27	)		(11	)
Income and other taxes		(4	)		33			344
Difference between employer pension and other post-retirement contributions and pension and other post-retirement expense		(13	)		(18	)		(120	)
Other assets and other liabilities		15			29			22
Cash flows provided from operating activities		551			883			1,166
Investing activities
Additions to property, plant and equipment		(236	)		(144	)		(153	)
Proceeds from disposals of property, plant and equipment		49			34			26
Proceeds from sale of businesses and investments		—			10			185
Acquisition of businesses, net of cash acquired		(293	)		(288	)		—
Investment in joint venture		(6	)		(7	)		—
Cash flows (used for) provided from investing activities		(486	)		(395	)		58
Financing activities
Dividend payments		(58	)		(49	)		(21	)
Net change in bank indebtedness		11			(16	)		(19	)
Issuance of long-term debt		548			—			—
Repayment of long-term debt		(192	)		(18	)		(898	)
Debt issue and tender offer costs		—			(7	)		(35	)
Stock repurchase		(157	)		(494	)		(44	)
Prepaid on structured stock repurchase, net		—			—			2
Other		—			10			(3	)
Cash flows provided from (used for) financing activities		152			(574	)		(1,018	)
Net increase (decrease) in cash and cash equivalents		217			(86	)		206
Cash and cash equivalents at beginning of year		444			530			324
Cash and cash equivalents at end of year		661			444			530
Supplemental cash flow information
Net cash payments for:
Interest (including $47 million of tender offer premiums in 2012)		116			74			107
Income taxes paid		76			60			28

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

78

INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	80
NOTE 2	RECENT ACCOUNTING PRONOUNCEMENTS	87
NOTE 3	ACQUISITION OF BUSINESSES	88
NOTE 4	IMPAIRMENT AND WRITE-DOWN OF PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS	91
NOTE 5	STOCK-BASED COMPENSATION	93
NOTE 6	EARNINGS PER SHARE	98
NOTE 7	PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS	99
NOTE 8	OTHER OPERATING LOSS (INCOME), NET	111
NOTE 9	INTEREST EXPENSE, NET	112
NOTE 10	INCOME TAXES	112
NOTE 11	INVENTORIES	118
NOTE 12	GOODWILL	119
NOTE 13	PROPERTY, PLANT AND EQUIPMENT	119
NOTE 14	INTANGIBLE ASSETS	120
NOTE 15	OTHER ASSETS	121
NOTE 16	CLOSURE AND RESTRUCTURING COSTS AND LIABILITY	121
NOTE 17	TRADE AND OTHER PAYABLES	125
NOTE 18	LONG-TERM DEBT	125
NOTE 19	OTHER LIABILITIES AND DEFERRED CREDITS	129
NOTE 20	SHAREHOLDERS’ EQUITY	130
NOTE 21	COMMITMENTS AND CONTINGENCIES	132
NOTE 22	DERIVATIVES AND HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENT	137
NOTE 23	SEGMENT DISCLOSURES	142
NOTE 24	SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION	146
NOTE 25	SALE OF WOOD BUSINESS AND WOODLAND MILL	155

79

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 1.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

Domtar designs, manufactures, markets and distributes a wide variety of fiber-based products including communications papers, specialty and packaging papers and adult incontinence products. The foundation of its business is the efficient operation of pulp mills, converting fiber into papergrade, fluff and specialty pulps. The majority of this pulp production is consumed internally to make communication papers and specialty and packaging papers with the balance sold as a market pulp. Domtar is the largest integrated marketer and manufacturer of uncoated freesheet paper in North America. In addition, Domtar operates manufacturing, research and development and distribution facilities to sell adult incontinence care products including washcloths, marketed primarily under the Attends^® brand name. The Company also owns and operates Ariva^®, a network of strategically located paper distribution facilities. The Company also produced lumber and other speciality and industrial wood products up until the sale of the Wood business on June 30, 2010.

ACCOUNTING PRINCIPLES

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements include the accounts of Domtar Corporation and its controlled subsidiaries. Significant intercompany transactions have been eliminated on consolidation. Investment in an affiliated company, where the Company has joint control over their operations, is accounted for by the equity method. The Company’s share of equity earnings totaled a loss, net of taxes, of $6 million.

To conform with the basis of presentation adopted in the current period, certain figures previously reported in the Statements of Cash Flows, have been reclassified.

USE OF ESTIMATES

The consolidated financial statements have been prepared in conformity with GAAP, which requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the year, the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements. On an ongoing basis, management reviews the estimates and assumptions, including but not limited to those related to closure and restructuring costs, income taxes, useful lives, asset impairment charges, environmental matters and other asset retirement obligations, pension and other post-retirement benefit plans and, commitments and contingencies, based on currently available information. Actual results could differ from those estimates.

TRANSLATION OF FOREIGN CURRENCIES

The Company determines its international subsidiaries’ functional currency by reviewing the currencies in which their respective operating activities occur. The Company translates assets and liabilities of its non-U.S.

80

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

dollar functional currency subsidiaries into U.S. dollars using the rate in effect at the balance sheet date and revenues and expenses are translated at the average exchange rates during the year. Foreign currency translation gains and losses are included in Shareholders’ equity as a component of Accumulated other comprehensive loss in the accompanying Consolidated Balance Sheets.

Monetary assets and liabilities denominated in a currency that is different from a reporting entity’s functional currency must first be remeasured from the applicable currency to the legal entity’s functional currency. The effect of this remeasurement process is recognized in the Consolidated Statements of Earnings and Comprehensive Income and is partially offset by our economic hedging program (refer to Note 22). At December 31, 2012, the accumulated translation adjustment accounts amounted to $208 million (2011—$185 million).

REVENUE RECOGNITION

Domtar Corporation recognizes revenues when pervasive evidence of an arrangement exists, the customer takes title and assumes the risks and rewards of ownership, the sales price charged is fixed or determinable and when collection is reasonably assured. Revenue is recorded at the time of shipment for terms designated free on board (“f.o.b.”) shipping point. For sales transactions designated f.o.b. destination, revenue is recorded when the product is delivered to the customer’s delivery site, when the title and risk of loss are transferred.

SHIPPING AND HANDLING COSTS

The Company classifies shipping and handling costs as a component of Cost of sales in the Consolidated Statements of Earnings and Comprehensive Income.

CLOSURE AND RESTRUCTURING COSTS

Closure and restructuring costs are recognized as liabilities in the period when they are incurred and are measured at their fair value. For such recognition to occur, management, with the appropriate level of authority, must have approved and committed to a firm plan and appropriate communication to those affected must have occurred. These provisions may require an estimation of costs such as severance and termination benefits, pension and related curtailments, environmental remediation and may also include expenses related to demolition and outplacement. Actions taken may also require an evaluation of any remaining assets to determine required write-downs, if any, and a review of estimated remaining useful lives which may lead to accelerated depreciation expense.

Estimates of cash flows and fair value relating to closures and restructurings require judgment. Closure and restructuring liabilities are based on management’s best estimates of future events at December 31, 2012. Closure and restructuring cost estimates are dependent on future events. Although the Company does not anticipate significant changes, the actual costs may differ from these estimates due to subsequent developments such as the results of environmental studies, the ability to find a buyer for assets set to be dismantled and demolished and other business developments. As such, additional costs and further working capital adjustments may be required in future periods.

81

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INCOME TAXES

Domtar Corporation uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined according to differences between the carrying amounts and tax bases of the assets and liabilities. The Company records its worldwide tax provision based on the respective tax rules and regulations for the jurisdictions in which it operates. The change in the net deferred tax asset or liability is included in Income tax expense or in Other comprehensive income (loss) in the Consolidated Statements of Earnings and Comprehensive Income. Deferred tax assets and liabilities are measured using enacted tax rates and laws expected to apply in the years in which the assets and liabilities are expected to be recovered or settled. Uncertain tax positions are recorded based upon the Company’s evaluation of whether it is “more likely than not” (a probability level of more than 50 percent) that, based upon its technical merits, the tax position will be sustained upon examination by the taxing authorities. The Company establishes a valuation allowance for deferred tax assets when it is more likely than not that they will not be realized. In general, “realization” refers to the incremental benefit achieved through the reduction in future taxes payable or an increase in future taxes refundable from the deferred tax assets.

The Company recognizes interest and penalties related to income tax matters as a component of Income tax expense in the Consolidated Statements of Earnings and Comprehensive Income.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash and short-term investments with original maturities of less than three months and are presented at cost which approximates fair value.

RECEIVABLES

Receivables are recorded net of a provision for doubtful accounts that is based on expected collectability. The securitization of receivables is accounted for as secured borrowings. Accordingly, financing expenses related to the securitization of receivables are recognized in earnings as a component of Interest expense in the Consolidated Statements of Earnings and Comprehensive Income.

INVENTORIES

Inventories are stated at the lower of cost or market. Cost includes labor, materials and production overhead. The last-in, first-out (“LIFO”) method is used to cost certain U.S. raw materials, in process and finished goods inventories. LIFO inventories were $264 million and $267 million at December 31, 2012 and 2011, respectively. The balance of U.S. raw material inventories, all materials and supplies inventories and all foreign inventories are costed at either the first-in, first-out (“FIFO”) or average cost methods. Had the inventories for which the LIFO method is used been valued under the FIFO method, the amounts at which product inventories are stated would have been $62 million and $56 million greater at December 31, 2012 and 2011, respectively.

82

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at cost less accumulated depreciation including asset impairment write-downs. Interest costs are capitalized for significant capital projects. For timber limits and timberlands, amortization is calculated using the units of production method. For all other assets, amortization is calculated using the straight-line method over the estimated useful lives of the assets. Buildings and improvements are amortized over periods of 10 to 40 years and machinery and equipment over periods of 3 to 20 years. No depreciation is recorded on assets under construction.

IMPAIRMENT OF LONG-LIVED ASSETS

Long-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances indicating that the carrying value of the assets may not be recoverable, as measured by comparing their net book value to their estimated undiscounted future cash flows. Impaired assets are recorded at estimated fair value, determined principally by using discounted future cash flows expected from their use and eventual disposition (refer to Note 4).

GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill is not amortized and is evaluated at the beginning of the fourth quarter of every year or more frequently whenever indicators of potential impairment exist. The Company performs the impairment test of goodwill at its reporting unit level. The Company has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. In performing the qualitative assessment, the Company identifies the relevant drivers of fair value of a reporting unit and the relevant events and circumstances that may have an impact on those drivers of fair value. This process involves significant judgement 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 the Company 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. If, after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then it performs Step I of the two-step impairment test. The Company can also elect to bypass the qualitative assessment and proceed directly to the Step 1 of the impairment test.

The first step is to compare the fair value of a reporting unit to its carrying value, including goodwill. The Company uses a discounted cash flow model to determine the fair value of a reporting unit. The assumptions used in the model are consistent with those we believe hypothetical marketplace participants would use. In the event that the net carrying amount exceeds the fair value of the business, the second step of the impairment test must be performed in order to determine the amount of the impairment charge. Fair value of goodwill in the Step II impairment test is estimated in the same way as goodwill was determined at the date of the acquisition in a business combination, that is, the excess of the fair value of the reporting unit over the fair value of the identifiable net assets of the business.

All goodwill as of December 31, 2012 resides in the Personal Care segment, and originates from the acquisitions of Attends Healthcare Inc. on September 1, 2011, Attends Healthcare Limited on March 1, 2012 and EAM Corporation on May 10, 2012. Please refer to Note 3 “Acquisition of businesses” for additional information regarding these acquisitions.

83

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Indefinite-lived intangible assets are not amortized and are evaluated at the beginning of the fourth quarter of every year, or more frequently whenever indicators of potential impairment exist. The Company has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of indefinite-lived intangible assets are less than their carrying amounts. The qualitative assessment follows the same process as the one performed for goodwill, as described above. If, after assessing the qualitative factors, the Company determines that it is more likely than not that the indefinite-lived intangible assets are less than their carrying amounts, then an impairment test is required. The Company can also elect to proceed directly to the quantitative test. The impairment test consists of comparing the fair value of the indefinite-lived intangible assets determined using a variety of methodologies to their carrying amount. If the carrying amounts of the indefinite-lived intangible assets exceed their fair value, an impairment loss is recognized in an amount equal to that excess. Indefinite-lived intangible assets include trade names related to Attends^®. The Company evaluates its indefinite-lived intangible assets each reporting period to determine whether events and circumstances continue to support indefinite useful lives.

Definite lived intangible assets are stated at cost less amortization and are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Definite lived intangible assets include water rights, customer relationships, technology, trade names and supplier and non-compete agreements which are being amortized using the straight-line method over their estimated useful lives. Power purchase agreements are amortized using the straight-line method over the term of the respective contract. Cutting rights were amortized using the units of production method and were sold June 30, 2010 as part of the sale of the Wood business (refer to Note 25). Any potential impairment for definite lived intangible assets will be calculated in the same manner as that disclosed under impairment of long-lived assets.

Amortization is based mainly on the following useful lives:

	Useful life
Water rights	40 years
Customer relationships	20 to 40 years
Technology	7 to 20 years
Trade names	7 years
Supplier agreements	5 years
Power purchase agreements	25 years
Non-Compete agreements	9 years

OTHER ASSETS

Other assets are recorded at cost. Direct financing costs related to the issuance of long-term debt are deferred and amortized using the effective interest rate method.

ENVIRONMENTAL COSTS

Environmental expenditures for effluent treatment, air emission, landfill operation and closure, asbestos containment and removal, bark pile management, silvicultural activities and site remediation (together referred to as environmental matters) are expensed or capitalized depending on their future economic benefit. In the normal course of business, Domtar Corporation incurs certain operating costs for environmental matters that are

84

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

expensed as incurred. Expenditures for property, plant and equipment that prevent future environmental impacts are capitalized and amortized on a straight-line basis over 10 to 40 years. Provisions for environmental matters are not discounted, due to uncertainty with respect to timing of expenditures, and are recorded when remediation efforts are probable and can be reasonably estimated.

ASSET RETIREMENT OBLIGATIONS

Asset retirement obligations are recognized, at fair value, in the period in which Domtar Corporation incurs a legal obligation associated with the retirement of an asset. Conditional asset retirement obligations are recognized, at fair value, when the fair value of the liability can be reasonably estimated or on a probability-weighted discounted cash flow estimate. The associated costs are capitalized as part of the carrying value of the related asset and depreciated over its remaining useful life. The liability is accreted using the credit adjusted risk-free interest rate used to discount the cash flow.

STOCK-BASED COMPENSATION AND OTHER STOCK-BASED PAYMENTS

Domtar Corporation recognizes the cost of employee services received in exchange for awards of equity instruments over the requisite service period, based on their grant date fair value for awards accounted for as equity and based on the quoted market value of each reporting period for awards accounted for as liability. The Company awards are accounted for as compensation expense and presented in Additional paid-in-capital on the Consolidated Balance Sheets for Equity type awards and presented in Other long-term liabilities and deferred credits on the Consolidated Balance Sheets for Liability type awards.

The Company’s awards may be subject to market, performance and/or service conditions. Any consideration paid by plan participants on the exercise of stock options or the purchase of shares is credited to Additional paid-in-capital on the Consolidated Balance Sheets. The par value included in the Additional paid-in-capital component of stock-based compensation is transferred to Common shares upon the issuance of shares of common stock.

Unless otherwise determined at the time of the grant, awards subject to service conditions vest in approximately equal installments over three years beginning on the first anniversary of the grant date and performance-based awards vest based on achievement of pre-determined performance goals over performance periods of three years. The majority of non-qualified stock options and performance share units expire at various dates no later than seven years from the date of grant. Deferred Share Units vest immediately at the grant date and are remeasured at each reporting period, until settlement, using the quoted market value.

Under the 2007 Omnibus Incentive Plan (the “Omnibus Plan”), a maximum of 1,422,214 shares are reserved for issuance in connection with awards granted or to be granted.

DERIVATIVE INSTRUMENTS

Derivative instruments are utilized by Domtar Corporation as part of the overall strategy to manage exposure to fluctuations in foreign currency and price on certain purchases. As a matter of policy, derivatives are not used for trading or speculative purposes. All derivatives are recorded at fair value either as assets or

85

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

liabilities. When derivative instruments have been designated within a hedge relationship and are highly effective in offsetting the identified risk characteristics of specific financial assets and liabilities or group of financial assets and liabilities, hedge accounting is applied.

In a fair value hedge, changes in fair value of derivatives are recognized in the Consolidated Statements of Earnings and Comprehensive Income. The change in fair value of the hedged item attributable to the hedged risk is also recorded in the Consolidated Statements of Earnings and Comprehensive Income by way of a corresponding adjustment of the carrying amount of the hedged item recognized in the Consolidated Balance Sheets. In a cash flow hedge, changes in fair value of derivative instruments are recorded in Other comprehensive income (loss). These amounts are reclassified in the Consolidated Statements of Earnings and Comprehensive Income in the periods in which results are affected by the cash flows of the hedged item within the same line item. Any hedge ineffectiveness is recorded in the Consolidated Statements of Earnings and Comprehensive Income when incurred.

PENSION PLANS

Domtar Corporation’s plans include funded and unfunded defined benefit and defined contribution pension plans. Domtar Corporation recognizes the overfunded or underfunded status of defined benefit and underfunded defined contribution pension plans as an asset or liability in the Consolidated Balance Sheets. The net periodic benefit cost includes the following:

• The cost of pension benefits provided in exchange for employees’ services rendered during the period,

• The interest cost of pension obligations,

• The expected long-term return on pension fund assets based on a market value of pension fund assets,

• Gains or losses on settlements and curtailments,

• The straight-line amortization of past service costs and plan amendments over the average remaining service period of approximately 9 years of the active employee group covered by the plans, and

• The amortization of cumulative net actuarial gains and losses in excess of 10% of the greater of the accrued benefit obligation or market value of plan assets at the beginning of the year over the average remaining service period of approximately 9 years of the active employee group covered by the plans.

The defined benefit plan obligations are determined in accordance with the projected unit credit actuarial cost method.

OTHER POST-RETIREMENT BENEFIT PLANS

The Company recognizes the unfunded status of other post-retirement benefit plans (other than multiemployer plans) as a liability in the Consolidated Balance Sheets. These benefits, which are funded by Domtar Corporation as they become due, include life insurance programs, medical and dental benefits and short-term and long-term disability programs. We amortize the cumulative net actuarial gains and losses in excess of 10% of the accrued benefit obligation at the beginning of the year over the average remaining service period of approximately 10 years of the active employee group covered by the plans.

86

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

GUARANTEES

A guarantee is a contract or an indemnification agreement that contingently requires Domtar Corporation to make payments to the other party of the contract or agreement, based on changes in an underlying item that is related to an asset, a liability or an equity security of the other party or on a third party’s failure to perform under an obligating agreement. It could also be an indirect guarantee of the indebtedness of another party, even though the payment to the other party may not be based on changes in an underlying item that is related to an asset, a liability or an equity security of the other party. Guarantees, when applicable, are accounted for at fair value.

NOTE 2.

RECENT ACCOUNTING PRONOUNCEMENTS

ACCOUNTING CHANGES IMPLEMENTED

COMPREHENSIVE INCOME

In June 2011, the Financial Accounting Standards Board (“FASB”) issued changes to the presentation of comprehensive income. These changes give an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The option to present components of other comprehensive income as part of the statement of changes in shareholders’ equity was eliminated. The nature of the items that must be reported in other comprehensive income and the requirements for reclassification from other comprehensive income to net income were not changed. Additionally, no changes were made to the calculation and presentation of earnings per share. The Company adopted the new requirement on January 1, 2012 with no impact on the Company’s consolidated financial statements except for the change in presentation. The Company has chosen to present a single continuous statement of comprehensive income.

INTANGIBLES—GOODWILL AND OTHER

In July 2012, the FASB issued an update to Intangibles—Goodwill and Other, which simplifies how entities test indefinite-lived intangible assets for impairment by permitting an entity to first assess qualitative factors to determine whether it is more likely than not that the indefinite-lived intangible asset is impaired. If the entity concludes that it is more likely than not that the indefinite-lived intangible asset is impaired, then it is required to perform the quantitative impairment test. The amended provisions are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012 with early adoption permitted. The Company adopted the new requirement as of its publication date with no impact on the Company’s consolidated financial statements.

87

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

FUTURE ACCOUNTING CHANGES

COMPREHENSIVE INCOME

In February 2013, the FASB issued an update to Comprehensive Income, which requires an entity to provide information regarding the amounts reclassified out of accumulated other comprehensive income by component. The standard requires that companies present either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source, and the income statement line items affected by the reclassification. If a component is not required to be reclassified to net income in its entirety, companies would instead cross reference to the related footnote for additional information.

These modifications are effective for interim and annual periods beginning after December 15, 2012. The Company is currently evaluating these changes to determine which option will be chosen for the presentation of amounts reclassified out of accumulated other comprehensive income. Other than the change in presentation, the Company has determined these changes will not have an impact on the consolidated financial statements.

NOTE 3.

ACQUISITION OF BUSINESSES

EAM Corporation

On May 10, 2012, the Company completed the acquisition of 100% of the outstanding shares of EAM Corporation (“EAM”). EAM manufactures high quality airlaid and ultrathin laminated absorbent cores used in feminine hygiene, adult incontinence, baby diapers, and other medical healthcare and performance packaging solutions. EAM operates a manufacturing, research and development and distribution facility in Jesup, Georgia. EAM has approximately 54 employees. The results of EAM’s operations have been included in the consolidated financial statements since May 1, 2012, the effective time of the transaction, and are presented in the Personal Care reportable segment. The purchase price was $61 million in cash, including working capital, net of cash acquired of $1 million. The acquisition was accounted for as a business combination under the acquisition method of accounting, in accordance with the Business Combinations Topic of FASB Accounting Standards Codification (“ASC”).

The total purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on the Company’s estimates of their fair value, which are based on information currently available. During the fourth quarter of 2012, the Company completed the evaluation of all assets and liabilities.

88

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 3. ACQUISITION OF BUSINESSES (CONTINUED)

The table below illustrates the purchase price allocation:

Fair value of net assets acquired at the date of acquisition
Receivables		$	6
Inventory			2
Property, plant and equipment			13
Intangible assets (Note 14)
Customer relationships (1)	19
Technology (2)	8
Non-compete (3)	1
			28
Goodwill (Note 12)			31
Total assets			80
Less: Liabilities
Trade and other payables			4
Deferred income tax liabilities and unrecognized tax benefits			15
Total liabilities			19
Fair value of net assets acquired at the date of acquisition			61

(1) The useful life of the Customer relationships acquired is 30 years.

(2) The useful lives of the Technology acquired are between 7 and 20 years.

(3) The useful life of the Non-compete acquired is 9 years.

Attends Healthcare Limited

On March 1, 2012, the Company completed the acquisition of 100% of the outstanding shares of Attends Healthcare Limited (“Attends Europe”). Attends Europe manufactures and supplies adult incontinence care products in Northern Europe. Attends Europe operates a manufacturing, research and development and distribution facility in Aneby, Sweden and also operates a distribution center in Germany. Attends Europe has approximately 458 employees. The results of Attends Europe’s operations have been included in the consolidated financial statements since March 1, 2012, and are presented in the Personal Care reportable segment. The purchase price was $232 million (€173 million) in cash, including working capital, net of acquired cash of $4 million (€3 million). The acquisition was accounted for as a business combination under the acquisition method of accounting, in accordance with the Business Combinations Topic of FASB ASC.

The total purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on the Company’s estimates of their fair value, which are based on information currently available. During the fourth quarter of 2012, the Company completed the evaluation of all assets and liabilities.

89

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 3. ACQUISITION OF BUSINESSES (CONTINUED)

The table below illustrates the purchase price allocation:

Fair value of net assets acquired at the date of acquisition
Receivables		$	21
Inventory			22
Property, plant and equipment			67
Intangible assets (Note 14)
Trade names (1)	54
Customer relationships (2)	71
			125
Goodwill (Note 12)			71
Total assets			306
Less: Liabilities
Trade and other payables			27
Capital lease obligation			6
Deferred income tax liabilities and unrecognized tax benefits			38
Pension			3
Total liabilities			74
Fair value of net assets acquired at the date of acquisition			232

(1) Indefinite useful life.

(2) The useful life of the Customer relationships acquired is 30 years.

Attends Healthcare Inc.

On September 1, 2011, Domtar Corporation completed the acquisition of 100% of the outstanding shares of Attends Healthcare Inc. (“Attends US”). Attends US sells and markets a complete line of adult incontinence care products and distributes washcloths marketed primarily under the Attends^® brand name. The company has a wide product offering and it serves a diversified customer base in multiple channels throughout the United States and Canada. Attends US has approximately 320 employees and the production facility is located in Greenville, North Carolina. The results of Attends US’ operations have been included in the consolidated financial statements since September 1, 2011, and are presented in the Personal Care reportable segment. The purchase price was $288 million in cash, including working capital, net of acquired cash of $12 million. The acquisition was accounted for as a business combination under the acquisition method of accounting, in accordance with the Business Combinations Topic of FASB ASC.

The total purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on the Company’s estimates of their fair value, which are based on information currently available. During the fourth quarter of 2011, the Company completed the evaluation of all assets and liabilities.

90

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 3. ACQUISITION OF BUSINESSES (CONTINUED)

The table below illustrates the purchase price allocation:

Fair value of net assets acquired at the date of acquisition
Receivables		$	12
Inventory			17
Property, plant and equipment			54
Intangible assets (Note 14)
Trade names (1)	61
Customer relationships (2)	93
			154
Goodwill (Note 12)			163
Other assets			4
Total assets			404
Less: Liabilities
Trade and other payables			15
Income and other taxes payable			2
Capital lease obligation			31
Deferred income tax liabilities and unrecognized tax benefits			66
Other liabilities			2
Total liabilities			116
Fair value of net assets acquired at the date of acquisition			288

(1) Indefinite useful life.

(2) The useful life of the Customer relationships acquired is 40 years.

For all acquisitions, goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill is attributable to the general reputation of the business, the assembled workforce, and the expected future cash flows of the business. Disclosed goodwill is not deductible for tax purposes. Pro forma results have not been provided, as these acquisitions have no material impact on the Company.

NOTE 4.

IMPAIRMENT AND WRITE-DOWN OF PROPERTY, PLANT AND EQUIPMENT

AND INTANGIBLE ASSETS

We review intangible assets and property, plant and equipment for impairment upon the occurrence of events or changes in circumstances indicating that, at the lowest level of determinable cash flows, the carrying value of the intangible and long-lived assets may not be recoverable.

Estimates of undiscounted future cash flows used to test the recoverability of the fixed assets included key assumptions related to selling prices, inflation-adjusted cost projections, forecasted exchange rate for the U.S. dollar when applicable and the estimated useful life of the fixed assets.

91

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 4. IMPAIRMENT AND WRITE-DOWN OF PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS (CONTINUED)

IMPAIRMENT OF PROPERTY, PLANT AND EQUIPMENT

Kamloops, Closure of a pulp machine

During the fourth quarter of 2012, the Company announced that it will permanently shut down one pulp machine at its Kamloops pulp mill. This decision will result in a permanent curtailment of the Company’s annual pulp production by approximately 120,000 air-dried metric tons of sawdust softwood pulp, and will affect approximately 125 employees. These measures are expected to be in place by the end of March 2013.

The Company recognized a $5 million write-down of property, plant and equipment and $2 million of accelerated depreciation, included in Impairment and write-down of property, plant and equipment and intangible assets, with respect to the assets that will cease productive use in March 2013, when the shut-down is completed. The Company expects to record an additional $12 million of accelerated depreciation over the first 3 months of 2013 in relation to these assets. Given the decision to close the pulp machine, the Company assessed its ability to recover the carrying value of the Kamloops mill from the undiscounted estimated future cash flows. The Company concluded that the undiscounted estimated future cash flows associated with the long-lived assets exceeded their carrying value and, as such, no additional impairment charge was required.

Mira Loma, California converting plant

During the first quarter of 2012, the Company recorded a $2 million write-down of property, plant and equipment at its Mira Loma location, in Impairment and write-down of property, plant and equipment and intangible assets.

Ashdown, Arkansas pulp and paper mill—Closure of a paper machine

As a result of the decision to permanently shut down one of four paper machines on March 29, 2011, the Company recognized $73 million of accelerated depreciation, included in Impairment and write-down of property, plant and equipment and intangible assets, in 2011. Given the substantial decline in the production capacity, at its Ashdown mill, the Company conducted a quantitative impairment test in the fourth quarter of 2011 and concluded that the recognition of an impairment loss for the Ashdown mill’s remaining long-lived assets was not required.

Lebel-sur-Quévillon Pulp Mill and Sawmill—Impairment of assets

In the fourth quarter of 2008, the Company decided to permanently shut down the Lebel-sur-Quévillon pulp mill and sawmills. In 2011, following the signing of a definitive agreement, the Company recorded a $12 million impairment and write-down of property, plant and equipment relating to the remaining assets’ net book value. During the second quarter of 2012, the Company sold its pulp and sawmill assets to Fortress Global Cellulose Ltd. (“Fortress”) and its lands related to those assets to a subsidiary of the Government of Quebec.

Plymouth Pulp and Paper Mill—Conversion to Fluff Pulp

In 2010, as a result of the decision to permanently shut down the remaining paper machine and convert the Plymouth facility to 100% fluff pulp production in the fourth quarter of 2009, the Company recognized in

92

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 4. IMPAIRMENT AND WRITE-DOWN OF PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS (CONTINUED)

Impairment and write-down of property, plant and equipment and intangible assets, a $1 million write-down to the related paper machine and $39 million of accelerated depreciation.

Columbus Paper Mill

On March 16, 2010, the Company announced that it would permanently close its coated groundwood paper mill in Columbus, Mississippi. This measure resulted in the permanent curtailment of 238,000 tons of coated groundwood and 70,000 metric tons of thermo-mechanical pulp and affected approximately 219 employees. The Company recorded a $9 million write-down for the related fixed assets included in Impairment and write-down of property, plant and equipment and intangible assets and $16 million of other charges included in Closure and restructuring costs (refer to Note 16). Operations ceased in April 2010.

Cerritos

During the second quarter of 2010, the Company decided to close the Cerritos, California forms converting plant, and recorded a $1 million write-down for the related assets included in Impairment and write-down of property, plant and equipment and intangible assets and $1 million in severance and termination costs included in Closure and restructuring costs (refer to Note 16). Operations ceased on July 16, 2010.

IMPAIRMENT OF INTANGIBLE ASSETS

Deterioration in sales and operating results of Ariva U.S., a subsidiary included in our Distribution segment, has led the Company to test the customer relationships of this asset group for recoverability. As of December 31, 2012, the Company recognized an impairment charge of $5 million included in Impairment and write-down of property, plant and equipment and intangible assets related to customer relationships in the Distribution segment, based on the revised long-term forecast in the fourth quarter of 2012. The Company concluded that no further impairment or impairment indicators exist as of December 31, 2012.

Changes in the assumptions and estimates may affect the Company’s forecasts and may lead to an outcome where impairment charges would be required. In addition, actual results may vary from the Company’s forecasts, and such variations may be material and unfavorable, thereby triggering the need for future impairment tests where the Company’s conclusions may differ in reflection of prevailing market conditions.

NOTE 5.

STOCK-BASED COMPENSATION

2007 OMNIBUS INCENTIVE PLAN

Under the Omnibus Plan, the Company may award to key employees and non-employee directors, at the discretion of the Human Resources Committee of the Board of Directors, non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock units, performance-conditioned restricted stock units, performance share units, deferred share units and other stock-based awards. The Company generally grant awards annually and uses, when available, treasury stock to fulfill awards settled in common stock and option exercises.

93

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 5. STOCK-BASED COMPENSATION (CONTINUED)

PERFORMANCE SHARE UNITS (“PSUs”) AND PERFORMANCE-CONDITIONED RESTRICTED STOCK UNITS (“PCRSUs”)

PSUs are granted to management and non-management committee members. These awards will be settled in shares for management committee members and in cash equivalent to the share price for non-management committee members, based on market conditions and/or performance and service conditions. These awards have an additional feature where the ultimate number of units that vest will be determined by the Company’s performance results or shareholder return in relation to a predetermined target over the vesting period. No awards vest when the minimum thresholds are not achieved. The performance measurement date will vary depending on the specific award. These awards will cliff vest on December 31, 2014.

PSU/PCRSU	Number of units			Weighted average grant date fair value
				$
Vested and non-vested at December 31, 2011		140,499			101.69
Granted/issued		87,314			101.06
Forfeited		(3,525	)		96.28
Cancelled		(23,417	)		98.68
Modified (1)		(18,627	)		75.72
Vested and settled		—			—
Vested and non-vested at December 31, 2012		182,244			104.54

(1) In December 2012, the Human Resources Committee modified a performance condition that affected the vesting of awards; as such, 18,627 units of previously granted PSUs were modified to Restricted Stock Units (“RSUs”). This modification affected three employees; two non-management committee members and one management committee member. No significant incremental costs were incurred as a result of this modification.

As a result of PSUs granted in 2011 that have performed under their target, the Company cancelled 23,417 units in 2012 with a weighted average grant date fair value of $98.68 (2011—$89.02; 2010 PCRSUs—nil).

At December 31, 2012, 45,700 PCRSUs remain outstanding and will be settled in 2013.

The fair value of performance share units granted in 2012 and 2011 was estimated at the grant date using a Monte Carlo simulation methodology. The Monte Carlo simulation creates artificial futures by generating numerous sample paths of potential outcomes. The following assumptions were used in calculating the fair value of the units granted:

	2012			2011
Dividend yield		1.383	%		0.870	%
Expected volatility 1 year		38	%		36	%
Expected volatility 3 years		66	%		86	%
Risk-free interest rate December 31, 2011		—			0.411	%
Risk-free interest rate December 31, 2012		0.993	%		0.869	%
Risk-free interest rate December 31, 2013		0.662	%		1.388	%
Risk-free interest rate December 31, 2014		0.711	%		—

At December 31, 2012, of the total non-vested PSUs, 97,335 will be settled in shares and 84,909 will be settled in cash.

94

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 5. STOCK-BASED COMPENSATION (CONTINUED)

RESTRICTED STOCK UNITS

RSUs are granted to management and non-management committee members. These awards will be settled in shares for management committee members and in cash equivalent to the share price for non-management committee members, upon completing service conditions. The awards cliff vest after approximately a three year service period. As part of the long-term incentive plan, the Company also granted bonus RSUs that vest in approximately equal installments over three years beginning on the first anniversary of the grant. Additionally, the RSUs are credited with dividend equivalents in the form of additional RSUs when cash dividends are paid on the Company’s stock. The grant date fair value of RSUs is equal to the market value of the Company’s stock on the date the awards are granted.

RSU	Number of units			Weighted average grant date fair value
				$
Non-vested at December 31, 2011		625,549			39.32
Granted/issued		54,470			92.73
Forfeited		(9,802	)		77.88
Modified (1)		18,627			78.94
Vested and settled		(405,786	)		20.84
Non-vested at December 31, 2012		283,058			77.36

(1) In December 2012, the Human Resources Committee modified a performance condition that affected the vesting of awards; as such, 18,627 units of previously granted PSUs were modified to RSUs. This modification affected three employees; two non-management committee members and one management committee member. No significant incremental costs were incurred as a result of this modification.

At December 31, 2012, of the total non-vested RSUs, 85,640 will be settled in shares and 197,418 will be settled in cash.

DEFERRED SHARE UNITS (“DSUs”)

DSUs are granted to its Directors and to management committee members. The DSUs granted to the Directors vest immediately on the grant date. The DSUs are credited with dividend equivalents in the form of additional DSUs when cash dividends are paid on the Company’s stock. For Directors DSUs, the Company will deliver at the option of the holder either one share of common stock or the cash equivalent of the fair market value on settlement of each outstanding DSU (including dividend equivalents accumulated) upon termination of service. The grant date fair value of DSU awards is equal to the market value of the Company’s stock on the date the awards were granted.

95

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 5. STOCK-BASED COMPENSATION (CONTINUED)

Management Committee members may elect to defer awards earned under another program into DSUs. In 2012, 3,758 vested awards were deferred to DSUs, and those DSUs will be settled in share of common stock in February 2019.

DSU	Number of units			Weighted-average grant date fair value
				$
Vested at December 31, 2011		137,565			44.52
Granted/issued		19,253			79.79
Settled		(17,991	)		53.24
Vested at December 31, 2012		138,827			48.28

NON-QUALIFIED AND PERFORMANCE STOCK OPTIONS

The stock options vest at various dates up to May 10, 2013 subject to service conditions for non-qualified stock options and, for performance stock options, if certain market conditions are met in addition to the service period. The options expire at various dates no later than seven years from the date of grant.

OPTIONS (including Performance options)	Number of options			Weighted average exercise price		Weighted average remaining life (in years)		Aggregate intrinsic value (in  millions)
				$				$
Outstanding at December 31, 2009		658,583			58.15		3.3		—
Granted		48,880			66.81		6.4		0.4
Exercised		(86,573	)		20.37		—		—
Forfeited/expired		(29,574	)		62.36		—		—
Outstanding at December 31, 2010		591,316			64.19		4.0		12.1
Options exercisable at December 31, 2010		272,799			81.78		2.9		0.9
Outstanding at December 31, 2010		591,316			64.19		4.0		12.1
Exercised		(182,480	)		45.63		—		—
Forfeited/expired		(55,175	)		95.36		—		—
Outstanding at December 31, 2011		353,661			68.90		3.1		7.0
Options exercisable at December 31, 2011		160,590			80.79		2.4		0.7
Outstanding at December 31, 2011		353,661			68.90		3.1		7.0
Exercised		(66,416	)		30.59		—		—
Forfeited/expired		(51,654	)		60.30		—		—
Outstanding at December 31, 2012		235,591			81.56		2.2		4.2
Options exercisable at December 31, 2012		136,028			61.36		2.4		2.8

96

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 5. STOCK-BASED COMPENSATION (CONTINUED)

In addition to the above noted outstanding options, the Company has 3,738 outstanding and exercisable stock appreciation rights at December 31, 2012 with a weighted average exercise price of $78.95.

The total intrinsic value of options exercised in 2012 was $4 million. Based on the Company’s closing year-end stock price of $83.52, the aggregate intrinsic value of options outstanding and options exercisable is $3 million, respectively.

The fair value of the stock options granted in 2010 was estimated at the grant date using a Black-Scholes based option pricing model or an option pricing model that incorporated the market conditions when applicable. The following assumptions were used in calculating the fair value of the options granted:

	2010
Dividend yield		0	%
Expected volatility		75	%
Risk-free interest rate		3	%
Expected life		7 years

For the year ended December 31, 2012, compensation expense recognized in the Company’s results of operations was approximately $20 million (2011—$23 million; 2010—$25 million) for all of the outstanding awards. Compensation costs not yet recognized amounted to approximately $11 million (2011—$16 million; 2010—$22 million) and will be recognized over the remaining service period of approximately 25 months. The aggregate value of liability awards settled in 2012 was $35 million. The total fair value of shares vested in 2012 was $6 million. Compensation costs for performance awards are based on management’s best estimate of the final performance measurement. As a result of stock-based compensation awards exercised during the period, the Company recognized a $1 million tax benefit, which is included in Additional paid-in capital in the Consolidated Balance Sheets.

CLAWBACK FOR FINANCIAL REPORTING MISCONDUCT

If a participant in the Omnibus Plan knowingly or grossly negligently engages in financial reporting misconduct, then all awards and gains from the exercise of options or stock appreciation rights in the 12 months prior to the date the misleading financial statements were issued as well as any awards that vested based on the misleading financial statements will be disgorged to the Company. In addition, the Company may cancel or reduce, or require a participant to forfeit and disgorge to the Company or reimburse the Company for, any awards granted or vested, and bonus granted or paid, and any gains earned or accrued, due to the exercise, vesting or settlement of awards or sale of any common stock, to the extent permitted or required by, or pursuant to any Corporation policy implemented as required by applicable law, regulation or stock exchange rule as may from time to time be in effect.

97

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 6.

EARNINGS PER SHARE

The calculation of basic earnings per common share for the year ended December 31, 2012 is based on the weighted average number of Domtar common shares outstanding during the year. The calculation for diluted earnings per common share recognizes the effect of all potential dilutive common securities.

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

	Year ended December 31, 2012		Year ended December 31, 2011		Year ended December 31, 2010
Net earnings	$	172	$	365	$	605
Weighted average number of common and exchangeable shares outstanding (millions)		36.0		39.9		42.8
Effect of dilutive securities (millions)		0.1		0.3		0.4
Weighted average number of diluted common and exchangeable shares outstanding (millions)		36.1		40.2		43.2
Basic net earnings per share (in dollars)	$	4.78	$	9.15	$	14.14
Diluted net earnings per share (in dollars)	$	4.76	$	9.08	$	14.00

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

	December 31, 2012		December 31, 2011		December 31, 2010
Options		105,205		168,692		380,214

98

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 7.

PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS

DEFINED CONTRIBUTION PLANS

The Company has several defined contribution plans and multiemployer plans. The pension expense under these plans is equal to the Company’s contribution. For the year ended December 31, 2012, the related pension expense was $24 million (2011—$24 million; 2010—$25 million).

DEFINED BENEFIT PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS

The Company sponsors both contributory and non-contributory U.S. and non-U.S. defined benefit pension plans that cover the majority of its employees. Non-unionized employees in Canada joining the Company after June 1, 2000 participate in defined contribution pension plans. Salaried employees in the U.S. joining the Company after January 1, 2008 participate in a defined contribution pension plan. Also, starting on January 1, 2013, all unionized employees covered under the agreement with the United Steel Workers, not grandfathered under the existing defined benefit pension plans, will transition to a defined contribution pension plan for future service. The Company also sponsors a number of other post-retirement benefit plans for eligible U.S. and non-U.S. employees; the plans are unfunded and include life insurance programs and medical and dental benefits. The Company also provides supplemental unfunded defined benefit pension plans to certain senior management employees.

Related pension and other post-retirement plan expenses and the corresponding obligations are actuarially determined using management’s most probable assumptions.

The Company’s pension plan funding policy is to contribute annually the amount required to provide for benefits earned in the year, and to fund solvency deficiencies, funding shortfalls and past service obligations over periods not exceeding those permitted by the applicable regulatory authorities. Past service obligations primarily arise from improvements to plan benefits. The other post-retirement benefit plans are not funded and contributions are made annually to cover benefits payments.

The Company expects to contribute a minimum total amount of $25 million in 2013 compared to $86 million in 2012 (2011—$95 million; 2010—$161 million) to the pension plans. The payments made in 2012 to the other post-retirement benefit plans amounted to $7 million (2011—$8 million; 2010—$8 million).

99

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 7. PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS (CONTINUED)

CHANGE IN ACCRUED BENEFIT OBLIGATION

The following table represents the change in the accrued benefit obligation as of December 31, 2012 and December 31, 2011, the measurement date for each year:

	December 31, 2012						December 31, 2011
	Pension plans			Other post-retirement benefit plans			Pension plans			Other post-retirement benefit plans
	$			$			$			$
Accrued benefit obligation at beginning of year		1,755			113			1,636			114
Service cost for the year		40			3			35			3
Interest expense		85			6			87			6
Plan participants’ contributions		7			—			7			—
Actuarial loss		200			13			99			3
Plan amendments		(3	)		—			17			(3	)
Acquisition of business		9			—			—			—
Benefits paid		(93	)		(1	)		(98	)		(1	)
Direct benefit payments		(4	)		(6	)		(4	)		(7	)
Settlement		(115	)		—			(4	)		—
Curtailment		—			(6	)		13			—
Effect of foreign currency exchange rate change		33			2			(33	)		(2	)
Accrued benefit obligation at end of year		1,914			124			1,755			113

CHANGE IN FAIR VALUE OF ASSETS

The following table represents the change in the fair value of assets reflecting the actual return on plan assets, the contributions and the benefits paid during the year:

	December 31, 2012			December 31, 2011
	Pension plans			Pension plans
	$			$
Fair value of assets at beginning of year		1,665			1,572
Actual return on plan assets		182			130
Employer contributions		86			95
Plan participants’ contributions		7			7
Benefits paid		(97	)		(102	)
Acquisition of business		7			—
Settlement		(115	)		(4	)
Effect of foreign currency exchange rate change		32			(33	)
Fair value of assets at end of year		1,767			1,665

INVESTMENT POLICIES AND STRATEGIES OF THE PLAN ASSETS

The assets of the pension plans are held by a number of independent trustees and are accounted for separately in the Company’s pension funds. The investment strategy for the assets in the pension plans is to maintain a diversified portfolio of assets, invested in a prudent manner to maintain the security of funds while

100

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 7. PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS (CONTINUED)

maximizing returns within the guidelines provided in the investment policy. Diversification of the pension plans’ holdings is maintained in order to reduce the pension plans’ annual return variability, reduce market and credit exposure to any single issuer and to any single component of the capital markets, reduce exposure to unexpected inflation, enhance the long-term risk-adjusted return potential of the pension plans and reduce funding risk.

Over the long-term, the performance of the pension plans is primarily determined by the long-term asset mix decisions. To manage the long-term risk of not having sufficient funds to match the obligations of the pension plans, the Company conducts asset/liability studies. These studies lead to the recommendation and adoption of a long-term asset mix target that sets the expected rate of return and reduces the risk of adverse consequences to the plans from increases in liabilities and decreases in assets. In identifying the asset mix target that would best meet the investment objectives, consideration is given to various factors, including (a) each plan’s characteristics, (b) the duration of each plan’s liabilities, (c) the solvency and going concern financial position of each plan and their sensitivity to changes in interest rates and inflation, and (d) the long-term return and risk expectations for key asset classes.

The investments of each plan can be done directly through cash investments in equities or bonds or indirectly through derivatives or pooled funds. The use of derivatives must be in accordance with an approved mandate and cannot be used for speculative purposes.

The Company’s pension funds are not permitted to own any of the Company’s shares or debt instruments.

The following table shows the allocation of the plan assets, based on the fair value of the assets held and the target allocation for 2012:

	Target allocation		Percentage of plan assets at December 31, 2012			Percentage of plan assets at December 31, 2011
Fixed income
Cash and cash equivalents		0% - 10%		4	%		5	%
Bonds		51% - 61%		55	%		58	%
Equity
Canadian Equity		7% - 15%		11	%		10	%
US Equity		8% - 18%		12	%		12	%
International Equity		14% - 24%		18	%		15	%
Total (1)				100	%		100	%

(1) Approximately 85% of the pension plans’ assets relate to Canadian plans and 15% relate to U.S. plans.

101

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 7. PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS (CONTINUED)

RECONCILIATION OF FUNDED STATUS TO AMOUNTS RECOGNIZED IN THE CONSOLIDATED BALANCE SHEETS

The following table presents the difference between the fair value of assets and the actuarially determined accrued benefit obligation. This difference is also referred to as either the deficit or surplus, as the case may be, or the funded status of the plans. The table further reconciles the amount of the surplus or deficit (funded status) to the net amount recognized in the Consolidated Balance Sheets.

	December 31, 2012						December 31, 2011
	Pension plans			Other post-retirement benefit  plans			Pension plans			Other post-retirement benefit  plans
	$			$			$			$
Accrued benefit obligation at end of year		(1,914	)		(124	)		(1,755	)		(113	)
Fair value of assets at end of year		1,767			—			1,665			—
Funded status		(147	)		(124	)		(90	)		(113	)

The funded status includes $56 million of accrued benefit obligation ($47 million at December 31, 2011) related to supplemental unfunded defined benefit and defined contribution plans.

	December 31, 2012						December 31, 2011
	Pension plans			Other post-retirement benefit  plans			Pension plans			Other post-retirement benefit  plans
	$			$			$			$
Trade and other payables (Note 17)		—			(5	)		—			(2	)
Other liabilities and deferred credits (Note 19)		(188	)		(119	)		(143	)		(111	)
Other assets (Note 15)		41			—			53			—
Net amount recognized in the Consolidated Balance Sheets		(147	)		(124	)		(90	)		(113	)

The following table presents the amount not yet recognized in net periodic benefit cost and included in Accumulated other comprehensive loss:

	December 31, 2012						December 31, 2011
	Pension plans			Other post-retirement benefit  plans			Pension plans			Other post-retirement benefit  plans
	$			$			$			$
Prior service (cost) credit		(21	)		2			(28	)		11
Accumulated loss		(401	)		(21	)		(298	)		(11	)
Accumulated other comprehensive loss		(422	)		(19	)		(326	)		—

102

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 7. PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS (CONTINUED)

The following table presents the pre-tax amounts included in Other comprehensive income (loss):

	Year ended December 31, 2012						Year ended December 31, 2011						Year ended December 31, 2010
	Pension plans			Other post-retirement benefit  plans			Pension plans			Other post-retirement benefit  plans			Pension plans			Other post-retirement benefit  plans
	$			$			$			$			$			$
Prior service (cost) credit		3			—			(17	)		3			(1	)		—
Amortization of prior year service cost (credit)		4			(9	)		11			(1	)		4			(1	)
Net gain (loss)		(122	)		(11	)		(48	)		(2	)		(100	)		1
Amortization of net actuarial loss		19			1			14			—			24			—
Net amount recognized in other comprehensive income (loss) (pre-tax)		(96	)		(19	)		(40	)		—			(73	)		—

An estimated amount of $44 million for pension plans and $1 million for other post-retirement benefit plans will be amortized from Accumulated other comprehensive loss into net periodic benefit cost in 2013.

At December 31, 2012, the accrued benefit obligation and the fair value of defined benefit plan assets with an accrued benefit obligation in excess of fair value of plan assets were $1,222 million and $1,039 million, respectively (2011—$1,160 million and $1,020 million, respectively).

Components of net periodic benefit cost for pension plans	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
	$			$			$
Service cost for the year		40			35			32
Interest expense		85			87			87
Expected return on plan assets		(97	)		(103	)		(92	)
Amortization of net actuarial loss		18			14			10
Curtailment loss (a)		1			22			12
Settlement loss (b)		1			23			16
Amortization of prior year service costs		3			2			3
Net periodic benefit cost		51			80			68

Components of net periodic benefit cost for other post-retirement benefit plans	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
	$			$			$
Service cost for the year		3			3			3
Interest expense		6			6			7
Amortization of net actuarial loss		1			—			1
Curtailment gain (c)		(12	)		—			(13	)
Amortization of prior year service costs		(1	)		(1	)		(1	)
Settlement gain		—			—			(1	)
Net periodic benefit cost		(3	)		8			(4	)

(a) The curtailment loss for the year ended December 31, 2012 of $1 million is related to certain U.S. employees who elected to convert from defined benefit to defined contribution plans. The curtailment loss

103

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 7. PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS (CONTINUED)

for the year ended December 31, 2011 of $22 million represents $13 million related to the sale of the Prince Albert, Saskatchewan facility and $9 million related to certain U.S. plans being converted from defined benefit to defined contribution plans during the fourth quarter of 2011. The curtailment loss for the year ended December 31, 2010 of $12 million represents $10 million related to the sale of the Wood business and $2 million related to the sale of the Woodland, Maine mill.

(b) The settlement loss for the year ended December 31, 2012 of $1 million is related to the sale of hydro assets in Ottawa, Ontario and Gatineau, Quebec. The settlement loss for the year ended December 31, 2011 of $23 million is related to the sale of assets of the Prince Albert facility. The settlement loss for the year ended December 31, 2010 of $16 million is related to the sale of the Wood business.

(c) The curtailment gain of $12 million for the year ended December 31, 2012 is a result of the curtailment of benefits related to the majority of employees covered by the plan. The curtailment gain for the year ended December 31, 2010 of $13 million represents $3 million related to the sale of the Wood business and $10 million related to the harmonization of the Company’s post-retirement benefit plans.

WEIGHTED-AVERAGE ASSUMPTIONS

The Company used the following key assumptions to measure the accrued benefit obligation and the net periodic benefit cost. These assumptions are long-term, which is consistent with the nature of employee future benefits.

Pension plans	December 31, 2012			December 31, 2011			December 31, 2010
Accrued benefit obligation
Discount rate		4.1	%		4.9	%		5.5	%
Rate of compensation increase		2.7	%		2.7	%		2.7	%
Net periodic benefit cost
Discount rate		4.8	%		5.3	%		6.3	%
Rate of compensation increase		2.8	%		2.9	%		2.9	%
Expected long-term rate of return on plan assets		6.0	%		6.7	%		7.0	%

Discount rate for Canadian plans: 4.2% based on a model whereby cash flows are projected for hypothetical plans and are discounted using a spot rate yield curve developed from bond yield data for AA corporate bonds. Specifically, short-term yields to maturity are derived from actual AA rated corporate bond yield data. For longer terms, extrapolated data is used. The extrapolated data are created by adding a term-based spread over long provincial bond yields. The spread is based on the observed spreads between AA rated corporate bonds and AA rated provincial bonds in three sections of the yield curve.

Discount rate for U.S. plans: 3.8% obtained by incorporating Domtar qualified plans’ expected cash flows in the Mercer Yield Curve which is based on bonds rated AA or better by Moody’s or Standard & Poor’s, excluding callable bonds, bonds of less than a minimum issue size, and certain other bonds. Effective December 2012, the

104

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 7. PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS (CONTINUED)

universe of bonds also includes private placement (traded in reliance on Rule 144A and with at least two years to maturity), make whole, and foreign corporation (denominated in US dollars) bonds.

Other post-retirement benefit plans	December 31, 2012			December 31, 2011			December 31, 2010
Accrued benefit obligation
Discount rate		4.2	%		5.0	%		5.5	%
Rate of compensation increase		2.8	%		2.8	%		2.8	%
Net periodic benefit cost
Discount rate		2.9	%		5.5	%		6.4	%
Rate of compensation increase		2.8	%		2.8	%		2.8	%

Effective January 1, 2013, the Company will use 5.8% (2012—6.0%; 2011—6.7%) as the expected return on plan assets, which reflects the current view of long-term investment returns. The overall expected long-term rate of return on plan assets is based on management’s best estimate of the long-term returns of the major asset classes (cash and cash equivalents, equities, and bonds) weighted by the actual allocation of assets at the measurement date, net of expenses. This rate includes an equity risk premium over government bond returns for equity investments and a value-added premium for the contribution to returns from active management. The sources used to determine management’s best estimate of long-term returns are numerous and include country specific bond yields, which may be derived from the market using local bond indices or by analysis of the local bond market, and country-specific inflation and investment market expectations derived from market data and analysts’ or governments’ expectations as applicable.

For measurement purposes, a 5.4% weighted-average annual rate of increase in the per capita cost of covered health care benefits was assumed for 2013. The rate was assumed to decrease gradually to 4.1% by 2033 and remain at that level thereafter. An increase or decrease of 1% of this rate would have the following impact:

	Increase of 1%		Decrease of 1%
	$		$
Impact on net periodic benefit cost for other post-retirement benefit plans		1		(1	)
Impact on accrued benefit obligation		10		(9	)

FAIR VALUE MEASUREMENT

Fair Value Measurements and Disclosures Topic of FASB ASC 820 establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three levels. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is available and significant to the fair value measurement. Fair Value Measurements and Disclosures Topic of FASB ASC 820 establishes and prioritizes three levels of inputs that may be used to measure fair value:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the assets or liabilities.

105

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 7. PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS (CONTINUED)

The following table presents the fair value of the plan assets at December 31, 2012, by asset category:

			Fair Value Measurements at December 31, 2012
Asset Category	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	$		$		$		$
Cash and short-term investments		75		75		—		—
Money market fund		25		—		25		—
Asset backed notes (1)		213		—		177		36
Canadian government bonds		163		163		—		—
Canadian corporate debt securities		5		—		5		—
Bond index funds (2 & 3)		581		—		581		—
Canadian equities (4)		192		192		—		—
U.S. equities (5)		31		31		—		—
International equities (6)		266		266		—		—
U.S. stock index funds (3 & 7)		208		—		208		—
Insurance contracts (8)		7		—		—		7
Derivative contracts (9)		1		—		1		—
Total		1,767		727		997		43

(1) This category is described in the section “Asset Backed Notes.”

(2) This category represents a Canadian bond index fund not actively managed that tracks the DEX Long-term bond index and a U.S. actively managed bond fund that is benchmarked to the Barclays Capital Long-term Government/Credit index.

(3) The fair value of these plan assets are classified as Level 2 (inputs that are observable, directly or indirectly) as they are measured based on quoted prices in active markets and can be redeemed at the measurement date or in the near term.

(4) This category represents active segregated, large capitalization Canadian equity portfolios with the ability to purchase small and medium capitalized companies and $5 million of Canadian equities held within an active segregated global equity portfolio.

(5) This category represents U.S. equities held within an active segregated global equity portfolio.

(6) This category represents an active segregated non-North American multi-capitalization equity portfolio and the non-North American portion of an active segregated global equity portfolio.

(7) This category represents equity index funds, not actively managed, that track the Standard & Poor’s 500 (“S&P 500”).

(8) This category represents insurance contracts with a minimum guarantee rate.

(9) The fair value of the derivative contracts are classified as Level 2 (inputs that are observable, directly or indirectly) as they are measured using long-term bond indices.

106

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 7. PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS (CONTINUED)

The following table presents the fair value of the plan assets at December 31, 2011, by asset category:

			Fair Value Measurements at December 31, 2011
Asset Category	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	$		$		$		$
Cash and short-term investments		89		89		—		—
Asset backed notes (1)		205		—		—		205
Canadian government bonds		383		378		5		—
Canadian and U.S. corporate debt securities		96		73		23		—
Bond index funds (2 & 3)		265		—		265		—
Canadian equities (4)		172		172		—		—
U.S. equities (5)		28		28		—		—
International equities (6)		216		216		—		—
U.S. stock index funds (3 & 7)		205		—		205		—
Asset backed securities (3)		2		—		2		—
Derivative contracts (8)		4		—		4		—
Total		1,665		956		504		205

(1) This category is described in the section “Asset Backed Notes.”

(2) This category represents a Canadian bond index fund not actively managed that tracks the DEX Long-term bond index and a U.S. actively managed bond fund that is benchmarked to the Barclays Capital Long-term Government/Credit index.

(3) The fair value of these plan assets are classified as Level 2 (inputs that are observable, directly or indirectly) as they are measured based on quoted prices in active markets and can be redeemed at the measurement date or in the near term.

(4) This category represents active segregated, large capitalization Canadian equity portfolios with the ability to purchase small and medium capitalized companies and $2 million of Canadian equities held within an active segregated global equity portfolio.

(5) This category represents U.S. equities held within an active segregated global equity portfolio.

(6) This category represents an active segregated non-North American multi-capitalization equity portfolio and the non-North American portion of an active segregated global equity portfolio.

(7) This category represents equity index funds, not actively managed, that track the S&P 500.

(8) The fair value of the derivative contracts are classified as Level 2 (inputs that are observable, directly or indirectly) as they are measured using long-term bond indices.

107

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 7. PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS (CONTINUED)

ASSET BACKED NOTES

At December 31, 2012, Domtar Corporation’s Canadian defined benefit pension funds held restructured asset backed notes (“ABN”) (formerly asset backed commercial paper (“ABCP”)) valued at $213 million (CDN $211 million). At December 31, 2011, the plans held ABN valued at $205 million (CDN$208 million). During 2012, the total value of the ABN benefited from an increase in value of $41 million (CDN$40 million). For the same period, the total value of ABN was reduced by repayments and sales totalling $37 million (CDN$37 million), partially offset by the $4 million impact of an increase in the value of the Canadian dollar.

Most of these ABN, with a current value of $193 million (2011—$178 million; 2010—$193 million), were subject to restructuring under the court order governing the Montreal Accord that was completed in January 2009. About $177 million of these notes (nominal value $213 million) are expected to mature in four years. These notes are valued based upon current market quotes. The market values are supported by the value of the underlying investments held by the issuing conduit. The values for the $16 million (nominal value $39 million) of remaining ABN, that also were subject to the Montreal Accord, were sourced either from the asset manager of the ABN, or from trading values for similar securities of similar credit quality.

An additional $20 million of ABN (nominal value $38 million) were restructured separately from the Montreal Accord. They are valued based upon the value of the collateral investments held in the conduit issuer, reduced by the negative value of credit default derivatives, with an additional discount (equivalent 1.75% per annum) applied for illiquidity. Approximately $11 million of these notes (nominal value $11 million) are expected to mature at par in late 2013 with the remaining $9 million of notes (nominal value $12 million) maturing in 2016. The outcome for a zero-value note (nominal value $15 million), remains subject to the outcome of ongoing litigation.

Possible changes that could impact the future value of ABN include: (1) changes in the value of the underlying assets and the related derivative transactions, (2) developments related to the liquidity of the ABN market, (3) a severe and prolonged economic slowdown in North America and the bankruptcy of referenced corporate credits, and (4) the passage of time, as most of the notes will mature by early 2017.

108

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 7. PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS (CONTINUED)

The following table presents changes during the period for Level 3 fair value measurements of plan assets:

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	ABN Montreal Accord			ABN Outside Montreal Accord			Insurance contracts		TOTAL
	$			$			$		$
Balance at December 31, 2010		193			21			—		214
Settlements		(8	)		—			—		(8	)
Return on plan assets		(3	)		6			—		3
Effect of foreign currency exchange rate change		(4	)		—			—		(4	)
Balance at December 31, 2011		178			27			—		205
Purchases/Settlements		(29	)		(8	)		7		(30	)
Transfers out of Level 3(a)		(177	)		—			—		(177	)
Return on plan assets		40			1			—		41
Effect of foreign currency exchange rate change		4			—			—		4
Balance at December 31, 2012		16			20			7		43

(a) Transfers out of Level 3 are considered to occur at the end of the period. ABN were reclassified to Level 2 from Level 3 as a result of increased trading activity and the presence of observable market quotes for these assets.

ESTIMATED FUTURE BENEFIT PAYMENTS FROM THE PLANS

Estimated future benefit payments from the plans for the next 10 years at December 31, 2012 are as follows:

	Pension plans		Other post-retirement benefit plans
	$		$
2013		152		5
2014		102		7
2015		105		7
2016		108		7
2017		111		6
2018—2022		600		34

MULTIEMPLOYER PLANS

Domtar contributes to seven multiemployer defined benefit pension plans under the terms of collective agreements that cover certain Canadian union-represented employees (Canadian multiemployer plans) and certain U.S. union-represented employees (U.S. multiemployer plans). The risks of participating in these multiemployer plans are different from single-employer plans in the following aspects:

(a) assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers;

109

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 7. PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS (CONTINUED)

(b) for the U.S. multiemployer plans, if a participating employer stops contributing to the plan, the unfunded obligations of the plan are borne by the remaining participating employers; and

(c) for the U.S. multiemployer plans, if Domtar chooses to stop participating in some of its multiemployer plans, Domtar may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.

Domtar’s participation in these plans for the annual periods ended December 31 is outlined in the table below. The plan’s 2012 and 2011 actuarial status certification was completed as of January 1, 2012 and January 1, 2011, respectively, and is based on the plan’s actuarial valuation as of December 31, 2011 and December 31, 2010, respectively. This represents the most recent Pension Protection Act (“PPA”) zone status available. The zone status is based on information received from the plan and is certified by the plan’s actuary. The Company’s significant plan is in the red zone, which means it is less than 65% funded and requires a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”).

	EIN / Pension Plan Number		Pension Protection Act Zone Status				FIP /RP Status Pending / Implemented		Contributions from Domtar  to Multiemployer (c)						Surcharge imposed		Expiration date of collective bargaining agreement
Pension Fund			2012		2011				2012		2011		2010
									$		$		$
U.S. Multiemployer Plans
PACE Industry Union- Management Pension Fund (a)		11-6166763-001		Red		Red		Yes—Implemented		3		3		3		Yes		January 27, 2015
Canadian Multiemployer Plans
Pulp and Paper Industry Pension Plan (b)		N/A		N/A		N/A		N/A		2		3		2		N/A		April 30, 2017
								Total		5		6		5
		Total contributions made to all plans that are not individually significant								1		1		1
		Total contributions made to all plans								6		7		6

(a) Domtar withdrew from PACE Industry Union-Management Pension Fund effective December 31, 2012.

(b) In the event that the Canadian multiemployer plan is underfunded, the monthly benefit amount can be reduced by the trustees of the plan. Moreover, Domtar is not responsible for the underfunded status of the plan because the Canadian multiemployer plans do not require participating employers to pay a withdrawal liability or penalty upon withdrawal.

(c) For each of the three years presented, Domtar’s contributions to each multiemployer plan do not represent more than 5% of total contributions to each plan as indicated in the plan’s most recently available annual report.

110

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 7. PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS (CONTINUED)

In 2011, the Company decided to withdraw from one of its multiemployer pension plans and recorded a withdrawal liability and a charge to earnings of $32 million. In 2012, as a result of a revision in the estimated withdrawal liability, the Company recorded a further charge to earnings of $14 million. Also in 2012, the Company withdrew from a second multiemployer pension plan and recorded a withdrawal liability and a charge to earnings of $1 million. While this is the Company’s best estimate of the ultimate cost of the withdrawal from these plans at December 31, 2012, additional withdrawal liabilities may be incurred based on the final fund assessment expected to occur in the second quarter of 2013. Further, the Company remains liable for potential additional withdrawal liabilities to the fund in the event of a mass withdrawal, as defined by statute, occurring anytime within the next three years (see Note 16).

NOTE 8.

OTHER OPERATING LOSS (INCOME), NET

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

	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
	$			$			$
Loss on sale of Ottawa/Gatineau Hydro assets (1)		3			—			—
Alternative fuel tax credits (Note 10)		—			—			(25	)
Loss (gain) on sale of businesses (Note 25)		—			(3	)		40
Gain on sale of property, plant and equipment		(1	)		(3	)		(7	)
Environmental provision		2			7			4
Foreign exchange loss (gain)		3			(3	)		6
Other		—			(2	)		2
Other operating loss (income), net		7			(4	)		20

(1) On November 20, 2012 the Company sold hydro its assets in Ottawa, Ontario and Gatineau, Quebec. The transaction of approximately $46 million (CDN $46 million), includes three power stations (21M megawatts of installed capacity), water rights in the area, as well as Domtar Inc.’s equity stake in the Chaudière Water Power Inc. a ring dam consortium. As a result, the Company incurred a loss relating to the curtailment of the pension plan of $2 million and legal fees of $1 million.

111

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 9.

INTEREST EXPENSE, NET

The following table presents the components of interest expense:

	Year ended December 31, 2012			Year ended December 31, 2011		Year ended December 31, 2010
	$			$		$
Interest on long-term debt (1)		76			76		97
Loss on repurchase of long-term debt		47			4		35
Reversal of fair value decrement (increment) on debentures		(2	)		—		12
Receivables securitization		1			1		2
Amortization of debt issue costs and other		9			7		10
		131			88		156
Less: Interest income		—			1		1
		131			87		155

(1) The Company capitalized $3 million of interest expense in 2012 (2011—nil; 2010—$4 million).

NOTE 10.

INCOME TAXES

The Company’s earnings before income taxes by taxing jurisdiction were:

	December 31, 2012		December 31, 2011		December 31, 2010
	$		$		$
U.S. earnings		116		220		177
Foreign earnings		120		285		271
Earnings before income taxes		236		505		448

Provisions for income taxes include the following:

	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
	$			$			$
U.S. Federal and State:
Current		68			93			17
Deferred		(34	)		(19	)		(74	)
Foreign:
Current		1			—			—
Deferred		23			59			(100	)
Income tax expense (benefit)		58			133			(157	)

112

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 10. INCOME TAXES (CONTINUED)

The Company’s provision for income taxes differs from the amounts computed by applying the statutory income tax rate of 35% to earnings before income taxes due to the following:

	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
	$			$			$
U.S. federal statutory income tax		83			177			157
Reconciling Items:
State and local income taxes, net of federal income tax benefit		1			5			15
Foreign income tax rate differential		(8	)		(20	)		(14	)
Tax credits and special deductions		(8	)		(16	)		(148	)
Alternative fuel tax credit income		—			—			(9	)
Tax rate changes		(3	)		—			—
Uncertain tax positions		6			5			15
U.S. manufacturing deduction		(10	)		(12	)		(2	)
Valuation allowance on deferred tax assets		1			—			(164	)
Other		(4	)		(6	)		(7	)
Income tax expense (benefit)		58			133			(157	)

The Company recognized a tax benefit of $10 million for the manufacturing deduction in the U.S. in 2012 which impacts the effective tax rate for 2012. Additionally, the Company recorded an $8 million tax benefit related to federal, state, and provincial credits and special deductions which reduced the effective rate. The effective tax rate for 2012 was also impacted by an increase in the Company’s unrecognized tax benefits of $6 million, mainly accrued interest, and a $3 million benefit related to enacted tax law changes, mainly a tax rate reduction in Sweden, which is partially offset by U.S. tax law changes in several states.

For 2011, the Company had a significantly larger manufacturing deduction in the U.S. than in prior years since the Company utilized its remaining federal net operating loss carryforward in 2010. This deduction resulted in a tax benefit of $12 million which impacted the effective tax rate for 2011. The Company also recorded a $16 million tax benefit related to federal, state, and provincial credits and special deductions which reduced the effective tax rate for 2011. Additionally, the Company recognized a state tax benefit of $3 million due to U.S. restructuring that impacted the 2011 effective tax rate by reducing state income tax expense.

During 2010, the Company recognized $25 million of income related to alternative fuel tax credits in Other operating (income) loss, net on the Consolidated Statement of Earnings and Comprehensive Income. The $25 million represented an adjustment to amounts presented as deferred revenue at December 31, 2009 and was released to income following guidance issued by the U.S. Internal Revenue Service (“IRS”) in March 2010. This income resulted in an income tax benefit of $9 million and an additional liability for uncertain income tax positions of $7 million, both of which impacted the U.S. effective tax rate for 2010. Additionally, the Company recorded a net tax benefit of $127 million from claiming a Cellulosic Biofuel Producer Credit (“CBPC”) in 2010 ($209 million of CBPC net of tax expense of $82 million), which also impacted the U.S. effective tax rate. Finally, the Company released the valuation allowance on the Canadian net deferred tax assets during the fourth quarter of 2010. The full $164 million valuation allowance balance that existed at January 1^st, 2010 was either utilized during 2010 or reversed at the end of 2010 based on future projected income, which impacted the Canadian and consolidated effective tax rate.

113

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 10. INCOME TAXES (CONTINUED)

Deferred tax assets and liabilities are based on tax rates that are expected to be in effect in future periods when deferred items reverse. Change in tax rates or tax laws affect the expected future benefit or expense. The effect of such changes that occurred during each of the last three fiscal years is included in “Tax rate changes” disclosed under the effective income tax rate reconciliation shown above.

ALTERNATIVE FUEL TAX CREDITS

The U.S. Internal Revenue Code of 1986, as amended (the “Code”) permitted a refundable excise tax credit, until the end of 2009, for the production and use of alternative fuel mixtures derived from biomass. The Company submitted an application with the IRS to be registered as an alternative fuel mixer and received notification that its registration had been accepted in March 2009. The Company began producing and consuming alternative fuel mixtures in February 2009 at its eligible mills.

The Company recorded nil for such credits in 2012 (2011—nil; 2010—$25 million) in Other operating (income) loss on the Consolidated Statements of Earnings and Comprehensive Income based on the volume of alternative mixtures produced and burned during 2009. The $25 million recorded in 2010 represented an adjustment to amounts presented as deferred revenue at December 31, 2009. The $25 million was released to income following guidance issued by the IRS in March 2010. The Company did not record any income tax expense in 2012 (2011—nil; 2010—$7 million) related to the alternative fuel mixture income. According to the Code, the tax credit expired at the end of 2009. In 2010, the Company also received a $368 million refund, net of federal income tax offsets.

In July 2010, the IRS Office of Chief Counsel released an Advice Memorandum concluding that qualifying cellulosic biofuel sold or used before January 1, 2010, is eligible for the CBPC and would not be required to be registered by the Environmental Protection Agency. Each gallon of qualifying cellulose biofuel produced by any taxpayer operating a pulp and paper mill and used as a fuel in the taxpayer’s trade or business during calendar year 2009 would qualify for the $1.01 non-refundable CBPC. A taxpayer will be able to claim the credit on its federal income tax return for the 2009 tax year upon receipt of a letter of registration from the IRS and any unused CBPC may be carried forward until 2016 to offset a portion of federal taxes otherwise payable.

The Company had approximately 207 million gallons of cellulose biofuel that qualified for this CBPC which had not previously been claimed under the Alternative Fuel Tax Credit (“AFTC”) that represented approximately $209 million of CBPC or approximately $127 million of after tax benefit to the Corporation. In July 2010, the Company submitted an application with the IRS to be registered for the CBPC and on September 28, 2010, a notification was received from the IRS that the Company was successfully registered. On October 15, 2010 the IRS Office of Chief Counsel issued an Advice Memorandum concluding that the AFTC and CBPC could be claimed in the same year for different volumes of biofuel. In November 2010, the Company filed an amended 2009 tax return with the IRS claiming a cellulosic biofuel producer credit of $209 million and recorded a net tax benefit of $127 million in Income tax expense (benefit) on the Consolidated Statement of Earnings and Comprehensive Income for the year ended December 31, 2010. The Company has utilized all of the remaining credit during 2012.

114

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 10. INCOME TAXES (CONTINUED)

DEFERRED TAX ASSETS AND LIABILITIES

The tax effects of significant temporary differences representing deferred tax assets and liabilities at December 31, 2012 and December 31, 2011 are comprised of the following:

	December 31, 2012			December 31, 2011
	$			$
Accounting provisions		70			82
Net operating loss carryforwards and other deductions		109			104
Pension and other employee future benefit plans		100			76
Inventory		1			1
Tax credits		48			101
Other		22			33
Gross deferred tax assets		350			397
Valuation allowance		(14	)		(4	)
Net deferred tax assets		336			393
Property, plant and equipment		(761	)		(801	)
Deferred income		(1	)		(19	)
Impact of foreign exchange on long-term debt and investments		(13	)		(13	)
Intangible assets		(96	)		(73	)
Total deferred tax liabilities		(871	)		(906	)
Net deferred tax liabilities		(535	)		(513	)
Included in:
Deferred income tax assets		45			125
Other assets (Note 15)		69			36
Deferred income taxes and other		(649	)		(674	)
Total		(535	)		(513	)

115

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 10. INCOME TAXES (CONTINUED)

At December 31, 2010, Domtar Corporation had utilized all of its remaining U.S. federal net operating loss carryforwards and had no carryforward into future years. With the acquisition of Attends US on September 1, 2011, the Company acquired additional federal net operating loss carryforwards of $2 million. These U.S. federal net operating losses are subject to annual limitations under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), that can vary from year to year. At December 31, 2012, the Company had $2 million of federal net operating loss carryforward remaining which expires in 2028. Canadian federal losses and scientific research and experimental development expenditures not previously deducted represent an amount of $280 million, out of which losses in the amount of $69 million will begin to expire in 2029. The Company also has other foreign net operating loss carryforwards of $5 million, which expire in 2017, and $61 million, which may be carried forward indefinitely.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which temporary differences become deductible.

The Company evaluates the realization of deferred tax assets on a quarterly basis. Evaluating the need for an amount of a valuation allowance for deferred tax assets often requires significant judgment. All available evidence, both positive and negative, is considered when determining whether, based on the weight of that evidence, a valuation allowance is needed. Specifically, we evaluated the following items:

• Historical income / (losses) — particularly the most recent three-year period

• Reversals of future taxable temporary differences

• Projected future income / (losses)

• Tax planning strategies

• Divestitures

Management believes that it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets in the U.S., with the exception of certain state credits for which a valuation allowance of $4 million exists at December 31, 2012, and certain foreign loss carryforwards for which a valuation allowance of $10 million exists at December 31, 2012. Of this amount, only $1 million impacted tax expense and the effective tax rate for 2012.

During the fourth quarter of 2010, the Company determined based on analysis of both positive and negative evidence that the realizeability of all such assets was “more likely than not” based on current and projected future taxable income and other accumulated positive evidence. Accordingly, the Company removed the valuation allowance from its deferred tax assets resulting in a benefit to deferred tax expense along with current utilization of $164 million in its statements of operations for 2010.

116

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 10. INCOME TAXES (CONTINUED)

In its evaluation process, the Company gives the most weight to historical income or losses. During the fourth quarter of 2010, after evaluating all available positive and negative evidence, although realization is not assured, the Company determined that it is more likely than not that the Canadian net deferred tax assets will be fully realized in the future prior to expiration. Key factors contributing to this conclusion that the positive evidence ultimately outweighed the existing negative evidence during the fourth quarter of 2010 included the fact that the Canadian operations, excluding the loss-generating Wood business (sold to a third party on June 30, 2010) and elements of other comprehensive income, went from a three-year cumulative loss position to a three-year cumulative income position during the fourth quarter of 2010; and are projected to continue to be profitable in the coming years. Accordingly, the Company released the valuation allowance from its deferred tax assets resulting in a deferred tax benefit of $164 million in its Consolidated Statements of Earnings and Comprehensive Income in 2010.

The Company does not provide for a U.S. income tax liability on undistributed earnings of our foreign subsidiaries. The earnings of the foreign subsidiaries, which reflect full provision for income taxes, are currently indefinitely reinvested in foreign operations. No provision is made for income taxes that would be payable upon the distribution of earnings from foreign subsidiaries as computation of these amounts is not practicable.

ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES

At December 31, 2012, the Company had gross unrecognized tax benefits of approximately $254 million ($253 million and $242 million for 2011 and 2010 respectively). If recognized in 2013, these tax benefits would impact the effective tax rate. These amounts represent the gross amount of exposure in individual jurisdictions and do not reflect any additional benefits expected to be realized if such positions were sustained, such as federal deduction that could be realized if an unrecognized state deduction was not sustained.

	December 31, 2012			December 31, 2011			December 31, 2010
	$			$			$
Balance at beginning of year		253			242			226
Additions based on tax positions related to current year		1			4			14
Additions for tax positions of prior years		1			4			—
Reductions for tax positions of prior years		—			(1	)		—
Reductions related to settlements with taxing authorities		(10	)		—			—
Expirations of statutes of limitations		—			(4	)		(5	)
Interest		9			9			6
Foreign exchange impact		—			(1	)		1
Balance at end of year		254			253			242

As a result of the acquisition of Attends US, the Company recorded unrecognized tax benefits during 2011 which are shown as additions for tax positions of prior years in the table above.

117

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 10. INCOME TAXES (CONTINUED)

The Company recorded $9 million of accrued interest associated with unrecognized tax benefits for the period ending December 31, 2012 ($9 million and $6 million for 2011 and 2010, respectively). The Company recognizes accrued interest and penalties, if any, related to unrecognized tax benefits as a component of tax expense.

The major jurisdictions where the Company and its subsidiaries will file returns in 2012, in addition to filing one consolidated U.S. federal income tax return, are Canada, Sweden, and China. The Company and its subsidiaries will also file returns in various other countries in Europe and Asia as well as various states and provinces. At December 31, 2012, the Company’s subsidiaries are subject to U.S. and foreign federal income tax examinations for the tax years 2006 through 2011, with federal years prior to 2008 being closed from a cash tax liability standpoint in the U.S., but the loss carryforwards can be adjusted in any open year where the loss has been utilized. The Company does not anticipate that adjustments stemming from these audits could result in a significant change to the results of its operations and financial condition, except as mentioned below.

During the second quarter of 2012, the IRS began an audit of the Company’s 2009 U.S. income tax return. The completion of the audit by the IRS or the issuance of authoritative guidance will result in the release of the provision or settlement of the liability in cash of some or all of these previously unrecognized tax benefits. As of December 31, 2012, the Company has gross unrecognized tax benefits and interest of $198 million and related deferred tax assets of $17 million associated with the alternative fuel tax credits claimed on the Company’s 2009 tax return. The recognition of these benefits, $181 million net of deferred taxes, would impact the effective tax rate. The Company reasonably expects the audit to be settled within the next 12 months which would result in a significant change to the amount of unrecognized tax benefits. However, audit outcomes and the timing of audit settlements are subject to significant uncertainty.

NOTE 11.

INVENTORIES

The following table presents the components of inventories:

	December 31, 2012		December 31, 2011
	$		$
Work in process and finished goods		381		363
Raw materials		112		105
Operating and maintenance supplies		182		184
		675		652

118

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 12.

GOODWILL

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

	December 31, 2012			December 31, 2011
	$			$
Balance at beginning of year		163			—
Acquisition of Attends Healthcare Inc.		—			163
Acquisition of Attends Healthcare Limited		71			—
Acquisition of EAM Corporation		31			—
Effect of foreign currency exchange rate change		(2	)		—
Balance at end of year		263			163

The goodwill at December 31, 2012 is entirely related to the Personal Care segment. (See Note 3 “Acquisition of Businesses” for further information on the increase in 2012).

At the beginning of the fourth quarter of 2012, the Company assessed qualitative factors to determine whether it was more likely than not that the fair value of the three reporting units was less than its carrying amount. After assessing the totality of events and circumstances, the Company determined that it was more likely than not that the fair value of the reporting unit was greater than its carrying amount. Thus, performing the two-step impairment test was unnecessary and no impairment charge was recorded for goodwill.

At December 31, 2012, the accumulated impairment loss amounted to $321 million (2011—$321 million). The impairment of goodwill was done in 2008, and was related to the Pulp and Paper segment.

NOTE 13.

PROPERTY, PLANT AND EQUIPMENT

The following table presents the components of property, plant and equipment:

	Range of useful lives		December 31, 2012			December 31, 2011
			$			$
Machinery and equipment		3-20		7,392			7,164
Buildings and improvements		10-40		992			934
Timber limits and land				270			264
Assets under construction				139			86
				8,793			8,448
Less: Allowance for depreciation and amortization				(5,392	)		(4,989	)
				3,401			3,459

Depreciation and amortization expense related to property, plant and equipment for the year ended December 31, 2012 was $377 million (2011—$371 million; 2010—$391 million).

119

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 14.

INTANGIBLE ASSETS

The following table presents the components of intangible assets:

	Estimated useful lives (in years)	December 31, 2012					December 31, 2011
		Gross carrying amount		Accumulated amortization			Gross carrying amount		Accumulated amortization
		$		$			$		$
Intangible assets subject to amortization
Water rights	40		8		(1	)		8		(1	)
Power purchase agreements	25		—		—			32		—
Customer relationships (1)	20-40		186		(7	)		104		(4	)
Trade names	7		7		(7	)		7		(4	)
Supplier agreement	5		6		(6	)		6		(5	)
Technology (2)	7-20		8		—			—		—
Non-Compete (2)	9		1		—			—		—
			216		(21	)		157		(14	)
Intangible assets not subject to amortization
Trade names (3)			114		—			61		—
Total			330		(21	)		218		(14	)

Amortization expense related to intangible assets for the year ended December 31, 2012 was $8 million (2011—$5 million; 2010—$4 million).

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

	2013		2014		2015		2016		2017
	$		$		$		$		$
Amortization expense related to intangible assets		8		8		6		6		6

(1) Increase relates to the acquisitions of Attends Healthcare Limited on March 1, 2012 ($71 million) and EAM Corporation on May 10, 2012 ($19 million).

(2) Increase relates to the acquisition of EAM Corporation on May 10, 2012.

(3) Increase relates to the acquisition of Attends Healthcare Limited on March 1, 2012.

At the beginning of the fourth quarter of 2012, the Company assessed qualitative factors to determine whether it was more likely than not that the fair value of each indefinite-lived intangible assets was less than its carrying amount. After assessing the totality of events and circumstances, the Company determined that it was more likely than not that the fair value of indefinite-lived intangible assets was greater than their carrying amount. Thus, performing the quantitative impairment test was unnecessary and no impairment charge was recorded for these assets.

120

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 15.

OTHER ASSETS

The following table presents the components of other assets:

	December 31, 2012		December 31, 2011
	$		$
Pension asset—defined benefit pension plans (Note 7)		41		53
Unamortized debt issue costs		14		11
Deferred income tax assets (Note 10)		69		36
Investments and advances		7		5
Other		4		4
		135		109

NOTE 16.

CLOSURE AND RESTRUCTURING COSTS AND LIABILITY

The Company regularly reviews its overall production capacity with the objective of aligning its production capacity with anticipated long-term demand.

In 2011, the Company decided to withdraw from one of its multiemployer pension plans and recorded a withdrawal liability and a charge to earnings of $32 million. In 2012, as a result of a revision in the estimated withdrawal liability, the Company recorded a further charge to earnings of $14 million. Also in 2012, the Company withdrew from a second multiemployer pension plan and recorded a withdrawal liability and a charge to earnings of $1 million. While this is Company’s best estimate of the ultimate cost of the withdrawal from these plans at December 31, 2012, additional withdrawal liabilities may be incurred based on the final fund assessment expected to occur in the second quarter of 2013. Further, the Company remains liable for potential additional withdrawal liabilities to the fund in the event of a mass withdrawal, as defined by statute, occurring anytime within the next three years.

In the fourth quarter of 2011, the Company incurred a $9 million loss from an estimated pension curtailment associated with the conversion of certain of its U.S. defined benefit pension plans to defined contribution pension plans recorded as a component of closure and restructuring costs.

Kamloops, British Columbia pulp facility

On December 13, 2012, the Company announced the permanent shut down of one pulp machine at its Kamloops, British Columbia mill. This decision will result in a permanent curtailment of Domtar’s annual pulp production by approximately 120,000 air dried metric tons of sawdust softwood pulp and will affect approximately 125 employees.

As a result, the Company recorded $7 million of impairment on property, plant and equipment, a component of Impairment and write-down of property, plant and equipment and intangible assets on the Consolidated

121

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 16. CLOSURE AND RESTRUCTURING COSTS AND LIABILITY (CONTINUED)

Statement of Earnings and Comprehensive Income, $5 million of severance and termination costs and a $4 million write-down of inventory. The pulp machine, known at the mill as the “A-Line”, is expected to be closed by the end of March 2013.

Mira Loma, California converting plant

During the first quarter of 2012, the Company recorded a $2 million write-down of property, plant and equipment at its Mira Loma location in California, in Impairment and write-down of property, plant and equipment and intangible assets on the Consolidated Statement of Earnings and Comprehensive Income.

Lebel-sur-Quévillon pulp mill and sawmill

Operations at the pulp mill were indefinitely idled in November 2005 due to unfavorable economic conditions and the sawmill was indefinitely idled since 2006 and then permanently closed in 2008. At the time, the pulp mill and sawmill employed approximately 425 and 140 employees, respectively. The Lebel-sur-Quévillon pulp mill had an annual production capacity of 300,000 metric tons. During 2011, the Company reversed $2 million of severance and termination costs related to our Lebel-sur-Quévillon pulp mill and sawmill and following the signing of a definitive agreement for the sale of its Lebel-sur-Quévillon assets, the Company recorded a $12 million write-down for the remaining fixed assets net book value, a component of Impairment and write-down of property, plant and equipment and intangible assets on the Consolidated Statement of Earnings and Comprehensive Income. During the second quarter of 2012, the Company concluded the sale of its pulp and sawmill assets to Fortress Paper Ltd, and its land related to those assets to a subsidiary of the Government of Quebec, for net proceeds of $1, respectively.

Ashdown pulp and paper mill

On March 29, 2011, the Company announced that it would permanently shut down one of four paper machines at its Ashdown, Arkansas pulp and paper mill. This measure reduced the Company’s annual uncoated freesheet paper production capacity by approximately 125,000 short tons. The mill’s workforce was reduced by approximately 110 employees. The Company recorded $1 million write-down of inventory and $1 million of severance and termination costs as well as $73 million of accelerated depreciation, a component of Impairment and write-down of property, plant and equipment and intangible assets. Operations ceased on August 1, 2011.

Plymouth pulp and paper mill

On February 5, 2009, the Company announced a permanent shut down of a paper machine at its Plymouth, North Carolina pulp and paper mill effective at the end of February 2009. The Company further announced in 2009 that the Plymouth mill would be converted to a 100% fluff pulp mill. This measure resulted in the permanent curtailment of 293,000 tons of paper production capacity and the shut down affected approximately 185 employees. During 2011, the Company reversed $2 million of severance and termination costs.

On November 17, 2010, the Company announced the start up of its new fluff pulp machine which brought the mill to an annual production capacity of approximately 444,000 metric tons of fluff pulp. The mill exclusively produces fluff pulp and operates two fiber lines and one fluff pulp machine. During 2010, the Company recorded $39 million of accelerated depreciation and a $1 million write-down of inventory related to the reconfiguration of the Plymouth, North Carolina mill to 100% fluff pulp production, announced on October 20, 2009. The Company recorded a $1 million write-down for the related paper machine in 2010 (under

122

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 16. CLOSURE AND RESTRUCTURING COSTS AND LIABILITY (CONTINUED)

Impairment and write-down of property, plant and equipment and intangible assets on the Consolidated Statement of Earnings and Comprehensive Income).

Langhorne forms plant

On February 1, 2011, the Company announced the closure of its forms plant in Langhorne, Pennsylvania, and recorded $4 million in severance and termination costs.

Cerritos forms converting plant

During the second quarter of 2010, the Company announced the closure of the Cerritos, California forms converting plant, and recorded a $1 million write-down for the related assets, as a component of Impairment and write-down of property, plant and equipment and intangible assets on the Consolidated Statement of Earnings and Comprehensive Income, and $1 million in severance and termination costs. Operations ceased on July 16, 2010.

Columbus paper mill

On March 16, 2010, the Company announced that it would permanently close its coated groundwood paper mill in Columbus, Mississippi. This measure resulted in the permanent curtailment of 238,000 tons of coated groundwood and 70,000 metric tons of thermo-mechanical pulp, as well as affected 219 employees. The Company recorded a $9 million write-down for the related fixed assets (a component of Impairment and write-down of property, plant and equipment and intangible assets on the Consolidated Statement of Earnings and Comprehensive Income), $8 million of severance and termination costs and an $8 million write-down of inventory. Operations ceased in April 2010.

Other costs

During 2012, other costs related to previous and ongoing closures include $1 million in severance and termination costs, a $1 million write-down of inventory, $2 million in pension and $3 million in other costs.

During 2011, other costs related to previous closures include $4 million in severance and termination costs, a $1 million write-down of inventory and $4 million in other costs.

During 2010, other costs related to previous closures include $3 million in severance and termination costs and $6 million of other costs.

The following tables provide the components of closure and restructuring costs by segment:

	Year ended December 31, 2012
	Pulp and Paper		Distribution		Personal Care		Total
	$		$				$
Severance and termination costs		5		1		—		6
Inventory write-down (1)		5		—		—		5
Loss on curtailment of pension benefits and pension withdrawal liability		15		1		—		16
Other		2		—		1		3
Closure and restructuring costs		27		2		1		30

123

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 16. CLOSURE AND RESTRUCTURING COSTS AND LIABILITY (CONTINUED)

	Year ended December 31, 2011
	Pulp and Paper		Distribution		Total
	$		$		$
Severance and termination costs		4		1		5
Inventory write-down (1)		2		—		2
Loss on curtailment of pension benefits and pension withdrawal liability		41		—		41
Other		4		—		4
Closure and restructuring costs		51		1		52

	Year ended December 31, 2010
	Pulp and Paper		Distribution		Total
	$		$		$
Severance and termination costs		11		1		12
Inventory write-down (1)		9		—		9
Other		6		—		6
Closure and restructuring costs		26		1		27

(1) Inventory write-down primarily relates to the write-down of operating and maintenance supplies classified as Inventories on the Consolidated Balance Sheets.

The following table provides the activity in the closure and restructuring liability:

	December 31, 2012			December 31, 2011
	$			$
Balance at beginning of year		6			17
Additions		7			7
Severance payments		(2	)		(10	)
Changes in estimates		(1	)		(8	)
Balance at end of year		10			6

The $10 million provision is comprised of $7 million of severance and termination costs and $3 million of other costs.

Closure and restructuring costs are based on management’s best estimates at December 31, 2012. Other costs related to the above 2012 closures expected to be incurred over 2013 include approximately $13 million of accelerated depreciation and $3 million of severance and termination costs related to the Pulp and Paper segment. Actual costs may differ from these estimates due to subsequent developments such as the results of environmental studies, the ability to find a buyer for assets set to be dismantled and demolished and other business developments. As such, additional costs and further write-downs may be required in future periods.

124

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 17.

TRADE AND OTHER PAYABLES

The following table presents the components of trade and other payables:

	December 31, 2012		December 31, 2011
	$		$
Trade payables		358		383
Payroll-related accruals		147		168
Accrued interest		20		15
Payables on capital projects		6		11
Rebate accruals		56		45
Liability—pension and other post-retirement benefit plans (Note 7)		5		2
Provision for environment and other asset retirement obligations (Note 21)		19		24
Closure and restructuring costs liability (Note 16)		10		6
Derivative financial instruments (Note 22)		9		19
Dividend payable (Note 20)		16		13
Other		—		2
		646		688

NOTE 18.

LONG-TERM DEBT

	Maturity		Notional Amount		Currency		December 31, 2012		December 31, 2011
			$				$		$
Unsecured notes
5.375% Notes		2013		72		US		72		72
7.125% Notes		2015		167		US		166		213
9.5% Notes		2016		94		US		99		133
10.75% Notes		2017		278		US		272		375
4.4% Notes		2022		300		US		299		—
6.25% Notes		2042		250		US		249		—
Capital lease obligations and other		2012 –2028						50		48
								1,207		841
Less: Due within one year								79		4
								1,128		837

125

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 18. LONG-TERM DEBT (CONTINUED)

Principal long-term debt repayments, including capital lease obligations, in each of the next five years will amount to:

	Long-term debt		Capital leases
	$		$
2013		72		9
2014		—		8
2015		167		6
2016		94		6
2017		278		4
Thereafter		550		37
		1,161		70
Less: Amounts representing interest		—		21
Total payments, excluding debt discount of $2 million		1,161		49

UNSECURED NOTES

On February 25, 2013, the Company announced that it will redeem approximately $70.9 million in aggregate principal amount of its 5.375% Notes due 2013, representing the majority of the Notes outstanding.

The Notes will be redeemed at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, as well as a make-whole premium.

As a result of a cash tender offer during the first quarter of 2012, the Company repurchased $1 million of the 5.375% Notes due 2013, $47 million of the 7.125% Notes due 2015, $31 million of the 9.5% Notes due 2016 and $107 million of the 10.75% Notes due 2017. The Company incurred tender premiums of $47 million and additional charges of $3 million as a result of this extinguishment, both of which are included in Interest expense in the Consolidated Statements of Earnings and Comprehensive Income.

During the third quarter of 2011, the Company repurchased $15 million of the 10.75% debt and recorded a charge of $4 million on repurchase of the Notes.

On October 19, 2010, the Company redeemed $135 million of the 7.875% Notes due 2011 and recorded a charge of $7 million related to the repurchase of the Notes.

As a result of the cash tender offer during the second quarter of 2010, the Company repurchased $238 million of the 5.375% Notes due 2013 and $187 million of the 7.125% Notes due 2015. The Company recorded a charge of $40 million related to the repurchase of the Notes.

SENIOR NOTES OFFERING

On August 20, 2012, the Company issued $250 million 6.25% Notes due 2042 for net proceeds of $247 million. The net proceeds from the offering of the Notes were placed in short-term investment vehicles

126

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 18. LONG-TERM DEBT (CONTINUED)

pending being used for general corporate purposes. The net proceeds from the offering of the Notes were used to fund the portion of the purchase of the 5.375% Notes due 2013, 7.125% Notes due 2015, 9.5% Notes due 2016 and 10.75% Notes due 2017 tendered and accepted by the Company pursuant to a tender offer, including the payment of accrued interest and applicable early tender premiums, not funded with cash on hand, as well as for general corporate purposes.

On March 7, 2012, the Company issued $300 million 4.4% Notes due 2022 for net proceeds of $297 million.

The Notes are redeemable, in whole or in part, at the Company’s option at any time. In the event of a change in control, each holder will have the right to require the Company to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount of the Notes, plus any accrued and unpaid interest. The Notes are unsecured obligations and rank equally with existing and future unsecured and unsubordinated indebtedness. The Notes are fully and unconditionally guaranteed on an unsecured basis by direct and indirect, existing and future, U.S. 100% owned subsidiaries, which currently guarantee indebtedness under the Credit Agreement as well as the Company’s other unsecured unsubordinated indebtedness.

BANK FACILITY

On June 15, 2012, the Company amended and restated its existing Credit Agreement (the “Credit Agreement”), among the Company, certain subsidiary borrowers, certain subsidiary guarantors and the lenders and agents party thereto. The Credit Agreement amended the Company’s existing $600 million revolving credit facility that was scheduled to mature June 23, 2015.

The Credit Agreement provides for a revolving credit facility (including a letter of credit sub-facility and a swingline sub-facility) that matures on June 15, 2017. The maximum aggregate amount of availability under the revolving Credit Agreement is $600 million, which may be borrowed in US Dollars, Canadian Dollars (in an amount up to the Canadian Dollar equivalent of $150 million) and Euros (in an amount up to the Euro equivalent of $200 million). Borrowings may be made by the Company, by its U.S. subsidiary Domtar Paper Company, LLC, by its Canadian subsidiary Domtar Inc. and by any additional borrower designated by the Company in accordance with the Credit Agreement. The Company may increase the maximum aggregate amount of availability under the revolving Credit Agreement by up to $400 million, and the Borrowers may extend the final maturity of the Credit Agreement by one year, if, in each case, certain conditions are satisfied, including (i) the absence of any event of default or default under the Credit Agreement and (ii) the consent of the lenders participating in each such increase or extension, as applicable.

Borrowings under the Credit Agreement will bear interest at a rate dependent on the Company’s credit ratings at the time of such borrowing and will be calculated at the Borrowers’ option according to a base rate, prime rate, LIBO rate, EURIBO rate or the Canadian bankers’ acceptance rate plus an applicable margin, as the case may be. In addition, the Company must pay facility fees quarterly at rates dependent on the Company’s credit ratings.

The Credit Agreement contains customary covenants, including two financial covenants: (i) an interest coverage ratio, as defined in the Credit Agreement, that must be maintained at a level of not less than 3 to 1 and

127

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 18. LONG-TERM DEBT (CONTINUED)

(ii) a leverage ratio, as defined in the Credit Agreement, that must be maintained at a level of not greater than 3.75 to 1. At December 31, 2012, the Company was in compliance with the covenants, and no amounts were borrowed (December 31, 2011—nil). At December 31, 2012, the Company had outstanding letters of credit amounting to $12 million under this credit facility (December 31, 2011—$29 million).

All borrowings under the Credit Agreement are unsecured. However, certain domestic subsidiaries of the Company will unconditionally guarantee any obligations from time to time arising under the Credit Agreement, and certain subsidiaries of the Company that are not organized in the United States will unconditionally guarantee any obligations of Domtar Inc., the Canadian subsidiary borrower, or of additional borrowers that are not organized in the United States, under the Credit Agreement, in each case, subject to the provisions of the Credit Agreement.

RECEIVABLES SECURITIZATION

The Company uses securitization of certain receivables to provide additional liquidity to fund its operations, particularly when it is cost effective to do so. The costs under the program may vary based on changes in interest rates. The Company’s securitization program consists of the sale of most of the receivables of its domestic subsidiaries to a bankruptcy remote consolidated subsidiary which, in turn, transfers a senior beneficial interest in them to a special purpose entity managed by a financial institution for multiple sellers of receivables. The program normally allows the daily sale of new receivables to replace those that have been collected.

The program contains certain termination events, which include, but are not limited to, matters related to receivable performance, certain defaults occurring under the credit facility, and certain judgments being entered against the Company or the Company’s subsidiaries that remain outstanding for 60 consecutive days.

In November 2010, the agreement governing this receivables securitization program was amended and extended to mature in November 2013. The available proceeds that may be received under the program are limited to $150 million. The agreement was subsequently amended in November 2011 to add a letter of credit sub-facility.

At December 31, 2012 the Company had no borrowings and $38 million of letters of credit outstanding under the program (2011—nil and $28 million, respectively). Sales of receivables under this program are accounted for as secured borrowings.

In 2012, a net charge of $1 million (2011—$1 million; 2010—$2 million) resulted from the program described above and was included in Interest expense in the Consolidated Statements of Earnings and Comprehensive Income.

128

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 19.

OTHER LIABILITIES AND DEFERRED CREDITS

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

	December 31, 2012		December 31, 2011
	$		$
Liability—other post-retirement benefit plans (Note 7)		119		111
Pension liability—defined benefit pension plans (Note 7)		188		143
Pension liability—multiemployer plan withdrawal (Note 7)		47		32
Provision for environmental and asset retirement obligations (Note 21)		64		68
Worker’s compensation		2		2
Stock-based compensation—liability awards		27		49
Other		10		12
		457		417

ASSET RETIREMENT OBLIGATIONS

The asset retirement obligations are principally linked to landfill capping obligations, asbestos removal obligations and demolition of certain abandoned buildings. At December 31, 2012, Domtar estimated the net present value of its asset retirement obligations to be $33 million (2011—$32 million); the present value is based on probability weighted undiscounted cash outflows of $79 million (2011—$80 million). The majority of the asset retirement obligations are estimated to be settled prior to December 31, 2033. However, some settlement scenarios call for obligations to be settled as late as December 31, 2051. Domtar’s credit adjusted risk-free rates were used to calculate the net present value of the asset retirement obligations. The rates used vary between 5.5% and 12.0%, based on the prevailing rate at the moment of recognition of the liability and on its settlement period.

The following table reconciles Domtar’s asset retirement obligations:

	December 31, 2012		December 31, 2011
	$		$
Asset retirement obligations, beginning of year		32		43
Revisions to estimated cash flows		—		(1	)
Sale of closed facility(1)		—		(10	)
Settlements		—		(1	)
Accretion expense		1		2
Effect of foreign currency exchange rate change		—		(1	)
Asset retirement obligations, end of year		33		32

(1) The sale of facility relates to the sale of Prince Albert in 2011.

129

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 20.

SHAREHOLDERS’ EQUITY

During 2012, the Company declared one quarterly dividend of $0.35 per share and three quarterly dividends of $0.45 per share to holders of the Company’s common stock, as well as holders of exchangeable shares of Domtar (Canada) Paper Inc. The total dividends of approximately $13 million, $16 million, $16 million and $16 million were paid on April 16, 2012, July 16, 2012, October 15, 2012 and January 15, 2013, respectively, to shareholders of record as of March 15, 2012, June 15, 2012, September 17, 2012 and December 14, 2012, respectively.

During 2011, the Company declared one quarterly dividend of $0.25 per share and three quarterly dividends of $0.35 per share to holders of the Company’s common stock, as well as holders of exchangeable shares of Domtar (Canada) Paper Inc. The total dividends of approximately $10 million, $15 million, $13 million and $13 million were paid on April 15, 2011, July 15, 2011, October 17, 2011 and January 17, 2012, respectively, to shareholders of record as of March 15, 2011, June 15, 2011, September 15, 2011 and December 15, 2011, respectively.

On February 20, 2013, the Company’s Board of Directors approved a quarterly dividend of $0.45 per share to be paid to holders of the Company’s common stock, as well as holders of exchangeable shares of Domtar (Canada) Paper Inc. This dividend is to be paid on April 15, 2013 to shareholders of record on March 15, 2013.

STOCK REPURCHASE PROGRAM

On May 4, 2010, the Company’s Board of Directors authorized a stock repurchase program (“the Program”) of up to $150 million of Domtar Corporation’s common stock. On May 4, 2011, the Company’s Board of Directors approved an increase to the Program from $150 million to $600 million. On December 15, 2011, the Company’s Board of Directors approved another increase to the Program from $600 million to $1 billion. Under the Program, the Company is authorized to repurchase from time to time shares of its outstanding common stock on the open market or in privately negotiated transactions in the United States. The timing and amount of stock repurchases will depend on a variety of factors, including the market conditions as well as corporate and regulatory considerations. The Program may be suspended, modified or discontinued at any time and the Company has no obligation to repurchase any amount of its common stock under the Program. The Program has no set expiration date. The Company repurchases its common stock, from time to time, in part to reduce the dilutive effects of its stock options, awards, and to improve shareholders’ returns.

During 2012 and 2011, the Company made open market purchases of its common stock using general corporate funds. Additionally, the Company entered into structured stock repurchase agreements with large financial institutions using general corporate funds in order to lower the average cost to acquire shares. The agreements required the Company to make up-front payments to the counterparty financial institutions which resulted in either the receipt of stock at the beginning of the term of the agreements followed by a share adjustment at the maturity of the agreements, or the receipt of either stock or cash at the maturity of the agreements, depending upon the price of the stock.

130

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 20. SHAREHOLDERS’ EQUITY (CONTINUED)

During 2012, the Company repurchased 2,000,925 shares (2011—5,921,732 shares) at an average price of $78.32 (2011—$83.52) for a total cost of $157 million (2011—$494 million).

Since the inception of the Program, the Company repurchased 8,660,703 shares at an average price of $80.31 for a total cost of $695 million. All shares repurchased are recorded as Treasury stock on the Consolidated Balance Sheets under the par value method at $0.01 per share.

The authorized stated capital consists of the following:

PREFERRED SHARES

The Company is authorized to issue twenty million preferred shares, par value $0.01 per share. The Board of Directors of the Company will determine the voting powers (if any) of the shares, and the preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares at the time of issuance. No preferred shares were outstanding at December 31, 2012 or December 31, 2011.

COMMON STOCK

The Company is authorized to issue two billion shares of common stock, par value $0.01 per share. Holders of the Company’s common stock are entitled to one vote per share.

SPECIAL VOTING STOCK

One share of special voting stock, par value $0.01 per share was issued on March 7, 2007. The share of special voting stock is held by Computershare Trust Company of Canada (the “Trustee”) for the benefit of the holders of exchangeable shares of Domtar (Canada) Paper Inc. in accordance with the voting and exchange trust agreement. The Trustee holder of the share of special voting stock is entitled to vote on each matter which shareholders generally are entitled to vote, and the Trustee holder of the share of special voting stock will be entitled to cast on each such matter a number of votes equal to the number of outstanding exchangeable shares of Domtar (Canada) Paper Inc. for which the Trustee holder has received voting instructions. The Trustee holder will not be entitled to receive dividends or distributions in its capacity as holder or owner thereof.

The changes in the number of outstanding common stock and their aggregate stated value during the years ended December 31, 2012 and December 31, 2011, were as follows:

	December 31, 2012					December 31, 2011
Common stock	Number of shares			$		Number of shares			$
Balance at beginning of year		36,131,200			—		41,635,174			—
Shares issued
Stock options		5,870			—		13,115			—
Conversion of exchangeable shares		11,294			—		193,586			—
Treasury stock (1)		(1,909,760	)		—		(5,710,675	)		—
Balance at end of year		34,238,604			—		36,131,200			—

131

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 20. SHAREHOLDERS’ EQUITY (CONTINUED)

(1) During 2012, the Company repurchased 2,000,925 shares (2011—5,921,732) and issued 91,165 shares (2011—211,057) out of Treasury stock in conjunction with the exercise of stock-based compensation awards.

EXCHANGEABLE SHARES

The Company is authorized to issue unlimited exchangeable shares at no par value. A total of 607,814 common stock remains reserved for future issuance for the exchangeable shares of Domtar (Canada) Paper Inc. outstanding at December 31, 2012 (2011 – 619,108). The exchangeable shares of Domtar (Canada) Paper Inc. are intended to be substantially economic equivalent to shares of the Company’s common stock. The rights, privileges, restrictions and conditions attaching to the exchangeable shares include the following:

• The exchangeable shares are exchangeable at any time, at the option of the holder on a one-for-one basis for shares of common stock of the Company;

• In the event the Company declares a dividend on the common stock, the holders of exchangeable shares are entitled to receive from Domtar (Canada) Paper Inc. the same dividend, or an economically equivalent dividend, on their exchangeable shares;

• The holders of the exchangeable shares of Domtar (Canada) Paper Inc. are not entitled to receive notice of or to attend any meeting of the shareholders of Domtar (Canada) Paper Inc. or to vote at any such meeting, except as required by law or as specifically provided in the exchangeable share conditions;

• The exchangeable shares of Domtar (Canada) Paper Inc. may be redeemed by Domtar (Canada) Paper Inc. on a redemption date to be set by the Board of Directors of Domtar (Canada) Paper Inc., which date cannot be prior to July 31, 2023 (or earlier upon the occurrence of certain specified events) in exchange for one share of Company common stock for each exchangeable share presented and surrendered by the holder thereof, together with all declared but unpaid dividends on each exchangeable share. The Board of Directors of Domtar (Canada) Inc. is permitted to accelerate the July 31, 2023 redemption date upon the occurrence of certain events, including, upon at least 60 days prior written notice to the holders, in the event less than 416,667 exchangeable shares (excluding any exchangeable shares held directly or indirectly by the Company) are outstanding at any time.

The holders of exchangeable shares of Domtar (Canada) Paper Inc. are entitled to instruct the Trustee to vote the special voting stock as described above.

NOTE 21.

COMMITMENTS AND CONTINGENCIES

ENVIRONMENT

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

132

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 21. COMMITMENTS AND CONTINGENCIES (CONTINUED)

In 2012, the Company’s operating expenses for environmental matters, as described in Note 1, amounted to $64 million ($62 million in 2011 and 2010, respectively).

The Company made capital expenditures for environmental matters of $4 million in 2012 (2011—$8 million; 2010—$3 million). This excludes $6 million spent under the Pulp and Paper Green Transformation Program, which was reimbursed by the Government of Canada (2011—$83 million; 2010—$51 million), for the improvement of air emissions and energy efficiency, effluent treatment and remedial actions to address environmental compliance.

An action was commenced by Seaspan International Ltd. (“Seaspan”) in the Supreme Court of British Columbia, on March 31, 1999 against Domtar Inc. and others with respect to alleged contamination of Seaspan’s site bordering Burrard Inlet in North Vancouver, British Columbia, including contamination of sediments in Burrard Inlet, due to the presence of creosote and heavy metals. Beyond the filing of preliminary pleadings, no steps have been taken by the parties in this action. On February 16, 2010, the government of British Columbia issued a Remediation Order to Seaspan and Domtar Inc. (“responsible persons”) in order to define and implement an action plan to address soil, sediment and groundwater issues. This Order was appealed to the Environmental Appeal Board (“Board”) on March 17, 2010 but there is no suspension in the execution of this Order unless the Board orders otherwise. The appeal hearing has been adjourned and has been preliminarily re-scheduled for the fall of 2013. The relevant government authorities selected a remediation plan on July 15, 2011, and on January 8, 2013, the same authorities decided that each responsible persons’ implementation plan is satisfactory and that the responsible persons decide which plan is to be used. On February 6, 2013, the responsible persons appealed the January 8, 2013 decision and Seaspan applied for a stay of execution. On February 18, 2013, the Board granted an interim stay of the January 8, 2013 decision. The Company has recorded an environmental reserve to address its estimated exposure and the reasonably possible loss in excess of the reserve is not considered to be material for this matter.

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

	December 31, 2012			December 31, 2011
	$			$
Balance at beginning of year		92			107
Additions		2			7
Sale of business and closed facility		(2	)		(11	)
Environmental spending		(11	)		(13	)
Accretion		1			3
Effect of foreign currency exchange rate change		1			(1	)
Balance at end of year		83			92

133

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 21. COMMITMENTS AND CONTINGENCIES (CONTINUED)

At December 31, 2012, anticipated undiscounted payments in each of the next five years are as follows:

	2013		2014		2015		2016		2017		Thereafter		Total
	$		$		$		$		$		$		$
Environmental provision and other asset retirement obligations		19		26		5		2		1		76		129

Climate change regulation

Since 1997, when an international conference on global warming concluded an agreement known as the Kyoto Protocol, which called for reductions of certain emissions that may contribute to increases in atmospheric greenhouse gas (“GHG”) concentrations, various international, national and local laws have been proposed or implemented focusing on reducing GHG emissions. These actual or proposed laws do or may apply in the countries where the Company currently has, or may have in the future, manufacturing facilities or investments.

In the United States, Congress has considered legislation to reduce emissions of GHGs, although it appears that the federal government will continue to consider methods to reduce GHG emissions from public utilities and certain other emitters. Several states already are regulating GHG emissions from public utilities and certain other significant emitters, primarily through regional GHG cap-and-trade programs. Furthermore, the U.S. Environmental Protection Agency (“EPA”) has adopted and implemented GHG permitting requirements for new sources and modifications of existing industrial facilities and has recently proposed GHG performance standards for electric utilities under the agency’s existing Clean Air Act authority. Passage of GHG legislation by Congress or individual states, or the adoption of regulations by the EPA or analogous state agencies, that restrict emissions of GHGs in areas in which the Company conducts business could have a variety of impacts upon the Company, including requiring it to implement GHG containment and reduction programs or to pay taxes or other fees with respect to any failure to achieve the mandated results. This, in turn, will increase the Company’s operating costs. However, the Company does not expect to be disproportionately affected by these measures compared with other pulp and paper producers in the United States.

The province of Quebec initiated, as part of its commitment to the Western Climate Initiative (“WCI”), a GHG cap-and-trade system on January 1, 2012. Reduction targets for Quebec have been promulgated and are effective January 1, 2013. The Company does not expect the cost of compliance will have a material impact on the Company’s financial position, results of operations or cash flows. With the exception of the British Columbia carbon tax, which applies to the purchase of fossil fuels within the province and which was implemented in 2008, there are presently no federal or provincial legislation on regulatory obligations that affect the emission of GHGs for the Company’s pulp and paper operations elsewhere in Canada.

Under the Copenhagen Accord, the Government of Canada has committed to reducing greenhouse gases by 17 percent from 2005 levels by 2020. A sector by sector approach is being used to set performance standards to reduce greenhouse gases. On September 5, 2012 final regulations were published for the coal-fired electrical generators which will go in force July 1, 2015. The industry sector, which includes pulp and paper, is the next sector to undergo this review. The Company does not expect the performance standards to be disproportionately affected by these future measures compared with other pulp and paper producers in Canada.

134

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 21. COMMITMENTS AND CONTINGENCIES (CONTINUED)

While it is likely that there will be increased regulation relating to GHG emissions in the future, at this time it is not possible to estimate either a timetable for the promulgation or implementation of any new regulations or the Company’s cost of compliance to said regulations. The impact could, however, be material.

The Company is also a party to various proceedings relating to the cleanup of hazardous waste sites under the Comprehensive Environmental Response Compensation and Liability Act, commonly known as “Superfund,” and similar state laws. The EPA and/or various state agencies have notified the Company that it may be a potentially responsible party with respect to other hazardous waste sites as to which no proceedings have been instituted against the Company. The Company continues to take remedial action under its Care and Control Program, at its former wood preserving sites, and at a number of operating sites due to possible soil, sediment or groundwater contamination. The investigation and remediation process is lengthy and subject to the uncertainties of changes in legal requirements, technological developments and, if and when applicable, the allocation of liability among potentially responsible parties.

At December 31, 2012, the Company had a provision of $83 million for environmental matters and other asset retirement obligations (2011—$92 million). Additional costs, not known or identifiable, could be incurred for remediation efforts. Based on policies and procedures in place to monitor environmental exposure, management believes that such additional remediation costs would not have a material adverse effect on the Company’s financial position, results of operations or cash flows.

Industrial Boiler Maximum Achievable Control Technology Standard (“MACT”)

On December 2, 2011, the EPA proposed a new set of standards related to emissions from boilers and process heaters included in the Company’s manufacturing processes. These standards are generally referred to as Boiler MACT and seek to require reductions in the emission of certain hazardous air pollutants or surrogates of hazardous air pollutants. The EPA announced the final rule on December 12, 2012 and it was subsequently published in the Federal Register on January 31, 2013. Compliance will be required by the end of 2015 or early 2016 for existing emission units or upon startup for any new emission units. The Company expects that the capital cost required to comply with the Boiler MACT rules is between $25 million and $35 million. The Company is currently assessing the associated increase in operating costs as well as alternate compliance strategies.

CONTINGENCIES

In the normal course of operations, the Company becomes involved in various legal actions mostly related to contract disputes, patent infringements, environmental and product warranty claims, and labor issues. While the final outcome with respect to actions outstanding or pending at December 31, 2012, cannot be predicted with certainty, it is management’s opinion that, except as noted below, their resolution will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.

On July 31, 1998, Domtar Inc. (now a 100% owned subsidiary of Domtar Corporation) acquired all of the issued and outstanding shares of E.B. Eddy Limited and E.B. Eddy Paper, Inc. (“E.B. Eddy”), an integrated producer of specialty paper and wood products. The purchase agreement included a purchase price adjustment whereby, in the event of the acquisition by a third party of more than 50% of the shares of Domtar Inc. in specified circumstances, Domtar Inc. may be required to pay an increase in consideration of up to a maximum of

135

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 21. COMMITMENTS AND CONTINGENCIES (CONTINUED)

$121 million (CDN $120 million), an amount gradually declining over a 25-year period. At March 7, 2007, the maximum amount of the purchase price adjustment was approximately $111 million (CDN $110 million).

On March 14, 2007, the Company received a letter from George Weston Limited (the previous owner of E.B. Eddy and a party to the purchase agreement) demanding payment of $111 million (CDN $110 million) as a result of the consummation of the series of transactions whereby the Fine Paper Business of Weyerhaeuser Company was transferred to the Company and the Company acquired Domtar Inc. (the “Transaction”). On June 12, 2007, an action was commenced by George Weston Limited against Domtar Inc. in the Superior Court of Justice of the Province of Ontario, Canada, claiming that the consummation of the Transaction triggered the purchase price adjustment and sought a purchase price adjustment of $111 million (CDN $110 million) as well as additional compensatory damages. On March 31, 2011, George Weston Limited filed a motion for summary judgment. On September 3, 2012, the Court directed that this matter proceed to examinations for discovery and trial, rather than proceed by way of summary judgment. The trial is expected to commence on October 21, 2013. The Company does not believe that the consummation of the Transaction triggers an obligation to pay an increase in consideration under the purchase price adjustment and intends to defend itself vigorously against any claims with respect thereto. However, the Company may not be successful in the defense of such claims, and if the Company is ultimately required to pay an increase in consideration, such payment may have a material adverse effect on the Company’s financial position, results of operations or cash flows. No provision is recorded for this matter.

LEASE AND OTHER COMMERCIAL COMMITMENTS

The Company has entered into operating leases for property, plant and equipment. The Company also has commitments to purchase property, plant and equipment, roundwood, wood chips, gas and certain chemicals. Purchase orders in the normal course of business are excluded from the table below. Any amounts for which the Company is liable under purchase orders are reflected in the Consolidated Balance Sheets as Trade and other payables. Minimum future payments under these operating leases and other commercial commitments, determined at December 31, 2012, were as follows:

	2013		2014		2015		2016		2017		Thereafter		Total
	$		$		$		$		$		$		$
Operating leases		30		23		14		8		5		14		94
Other commercial commitments		112		7		5		3		3		1		131

Total operating lease expense amounted to $34 million in 2012 ($32 million in 2011 and 2010, respectively).

INDEMNIFICATIONS

In the normal course of business, the Company offers indemnifications relating to the sale of its businesses and real estate. In general, these indemnifications may relate to claims from past business operations, the failure to abide by covenants and the breach of representations and warranties included in the sales agreements. Typically, such representations and warranties relate to taxation, environmental, product and employee matters. The terms of these indemnification agreements are generally for an unlimited period of time. At December 31, 2012, the Company is unable to estimate the potential maximum liabilities for these types of indemnification guarantees as the amounts are contingent upon the outcome of future events, the nature and likelihood of which cannot be reasonably estimated at this time. Accordingly, no provision has been recorded. These indemnifications have not yielded a significant expense in the past.

136

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 22.

DERIVATIVES AND HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENT

INTEREST RATE RISK

The Company is exposed to interest rate risk arising from fluctuations in interest rates on its cash and cash equivalents, bank indebtedness, bank credit facility and long-term debt. The Company may manage this interest rate exposure through the use of derivative instruments such as interest rate swap contracts.

CREDIT RISK

The Company is exposed to credit risk on the accounts receivable from its customers. In order to reduce this risk, the Company reviews new customers’ credit history before granting credit and conducts regular reviews of existing customers’ credit performance. As at December 31, 2012, one of Domtar’s Paper segment customers located in the United States represented 11% ($64 million) ((2011—9% ($58 million)) of the Company’s receivables.

The Company is also exposed to credit risk in the event of non-performance by counterparties to its financial instruments. The Company minimizes this exposure by entering into contracts with counterparties that are believed to be of high credit quality. Collateral or other security to support financial instruments subject to credit risk is usually not obtained. The credit standing of counterparties is regularly monitored. Additionally, the Company is exposed to credit risk in the event of non-performance by its insurers. The Company minimizes this exposure by doing business only with large reputable insurance companies.

COST RISK

Cash flow hedges:

The Company purchases natural gas at the prevailing market price at the time of delivery. In order to manage the cash flow risk associated with purchases of natural gas, the Company may utilize derivative financial instruments or physical purchases to fix the price of forecasted natural gas purchases. The Company formally documents the hedge relationships, including identification of the hedging instruments and the hedged items, the risk management objectives and strategies for undertaking the hedge transactions, and the methodologies used to assess effectiveness and measure ineffectiveness. Current contracts are used to hedge forecasted purchases over the next five years. The effective portion of changes in the fair value of derivative contracts designated as cash flow hedges is recorded as a component of Accumulated other comprehensive loss within Shareholders’ equity, and is recognized in Cost of sales in the period in which the hedged transaction occurs.

The following table presents the volumes under derivative financial instruments for natural gas contracts outstanding as of December 31, 2012 to hedge forecasted purchases:

Commodity	Notional contractual quantity under derivative contracts				Notional contractual value under derivative contracts (in millions of dollars)		Percentage of forecasted purchases under derivative contracts for
							2013			2014			2015			2016
Natural gas		13,320,000	MMBTU	(1)	$	56		31	%		34	%		15	%		12	%

(1) MMBTU: Millions of British thermal units

137

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 22. DERIVATIVES AND HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENT (CONTINUED)

The natural gas derivative contracts were fully effective for accounting purposes as of December 31, 2012. The critical terms of the hedging instruments and the hedged items match. As a result, there were no amounts reflected in the Consolidated Statements of Earnings and Comprehensive Income for the year ended December 31, 2012 resulting from hedge ineffectiveness (2011 and 2010—nil).

FOREIGN CURRENCY RISK

Cash flow hedges:

The Company has manufacturing operations in the United States, Canada, Sweden and China. As a result, it is exposed to movements in foreign currency exchange rates in Canada, Europe and Asia. Moreover, certain assets and liabilities are denominated in currencies other than the U.S. dollar and are exposed to foreign currency movements. As a result, the Company’s earnings are affected by increases or decreases in the value of the Canadian dollar and of other European and Asian currencies relative to the U.S. dollar. The Company’s Swedish subsidiary is exposed to movements in foreign currency exchange rates on transactions denominated in a different currency than its Euro functional currency. The Company’s risk management policy allows it to hedge a significant portion of its exposure to fluctuations in foreign currency exchange rates for periods up to three years. The Company may use derivative instruments (currency options and foreign exchange forward contracts) to mitigate its exposure to fluctuations in foreign currency exchange rates or to designate them as hedging instruments in order to hedge the subsidiary’s cash flow risk for purposes of the consolidated financial statements.

The Company formally documents the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking the hedge transactions. Foreign exchange currency options contracts used to hedge forecasted purchases in Canadian dollars by the Canadian subsidiary and forecasted sales in British Pound Sterling and forecasted purchases in U.S. dollars by the Swedish subsidiary are designated as cash flow hedges. Current contracts are used to hedge forecasted sales or purchases over the next 12 months. The effective portion of changes in the fair value of derivative contracts designated as cash flow hedges is recorded as a component of Other comprehensive income (loss) and is recognized in Cost of sales or in Sales in the period in which the hedged transaction occurs.

Net investment hedge:

The Company uses foreign exchange currency option contracts maturing in February 2013 to hedge the net assets of Attends Europe to offset the foreign currency translation and economic exposures related to its investment in the subsidiary. The Company is exposed to movements in foreign currency exchange rates of the Euro versus the U.S. dollar as Attends Europe has a Euro functional currency whereas the Company has a U.S. dollar functional and reporting currency. The effective portion of changes in the fair value of derivative contracts designated as net investment hedges is recorded in Other comprehensive income (loss) as part of the Foreign currency translation adjustments.

138

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 22. DERIVATIVES AND HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENT (CONTINUED)

The following table presents the currency values under contracts pursuant to currency options outstanding as of December 31, 2012 to hedge forecasted purchases, forecasted sales and the net investment:

Contract		Notional contractual value		Percentage of forecasted  net exposures under contracts for
				2013
Currency options purchased	CDN	$	425		50	%
	EUR	€	176		92	%
	USD	$	34		100	%
	GBP	£	19		93	%
Currency options sold	CDN	$	425		50	%
	EUR	€	76		40	%
	USD	$	34		100	%
	GBP	£	19		93	%

The currency options are fully effective as at December 31, 2012. The critical terms of the hedging instruments and the hedged items match. As a result, there were no amounts reflected in the Consolidated Statements of Earnings and Comprehensive Income for the year ended December 31, 2012 resulting from hedge ineffectiveness (2011 and 2010—nil).

The Effect of Derivative Instruments on the Consolidated Statements of Earnings and Comprehensive Income and Consolidated Statement of Shareholders’ Equity, Net of Tax

Derivatives Designated as Cash Flow and Net Investment Hedging Instruments under the Derivatives and Hedging Topic of FASB ASC	Gain (Loss) Recognized in Other comprehensive income (loss) on Derivatives (Effective Portion)									Gain (Loss) Reclassified from Other comprehensive income (loss) into Income (Effective Portion)
	For the year ended									For the year ended
	December 31, 2012			December 31, 2011			December 31, 2010			December 31, 2012			December 31, 2011			December 31, 2010
	$			$			$			$			$			$
Natural gas swap contracts (a)		(2	)		(7	)		(8	)		(6	)		(6	)		(9	)
Currency options (b)		4			(6	)		4			(2	)		7			11
Net investment hedge (c)		(2	)		—			—			—			—			—
Total		—			(13	)		(4	)		(8	)		1			2

(a) The Gain (Loss) reclassified from Other comprehensive income (loss) into Income (Effective Portion) is recorded in Cost of Sales.

(b) The Gain (Loss) reclassified from Other comprehensive income (loss) into Income (Effective Portion) is recorded in Cost of Sales or Sales.

(c) Gains and losses from the settlements of the Company’s net investment hedge remain in Other comprehensive income (loss) until partial or complete liquidation of the net investment.

139

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 22. DERIVATIVES AND HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENT (CONTINUED)

FAIR VALUE MEASUREMENT

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

Level 1	Quoted prices in active markets for identical assets or liabilities.
Level 2	Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3	Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

The following tables present information about the Company’s financial assets and financial liabilities measured at fair value on a recurring basis (except Long-term debt, see (c) below) for the years ended December 31, 2012 and December 31, 2011, in accordance with the accounting standards for fair value measurements and disclosures and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.

Fair Value of financial instruments at:	December 31, 2012		Quoted prices  in active markets for identical assets (Level 1)		Significant observable inputs (Level 2)		Significant unobservable inputs (Level 3)			Balance sheet classification
	$		$		$		$
Derivatives designated as cash flow and net investment hedging instruments under the Derivatives and Hedging Topic of FASB ASC:
Asset derivatives
Currency options		6		—		6		—	(a)	Prepaid expenses
Natural gas swap contracts		1		—		1		—	(a)	Intangible assets and Deferred Charges
Total Assets		7		—		7		—
Liabilities derivatives
Currency options		5		—		5		—	(a)	Trade and other payables
Natural gas swap contracts		4		—		4		—	(a)	Trade and other payables
Natural gas swap contracts		1		—		1		—	(a)	Other liabilities and deferred credits
Total Liabilities		10		—		10		—
Other Instruments
Asset backed notes		6		—		5		1	(b)	Other assets
Long-term debt		1,360		1,360		—		—	(c)	Long-term debt

140

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 22. DERIVATIVES AND HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENT (CONTINUED)

The cumulative loss recorded in Other comprehensive income (loss) relating to natural gas contracts of $4 million at December 31, 2012, will be recognized in Cost of sales upon maturity of the derivatives over the next 12 months at the then prevailing values, which may be different from those at December 31, 2012.

The cumulative gain recorded in Other comprehensive income (loss) relating to currency options hedging forecasted purchases of $1 million at December 31, 2012, will be recognized in Cost of sales or Sales upon maturity of the derivatives over the next 12 months at the then prevailing values, which may be different from those at December 31, 2012.

Fair Value of financial instruments at:	December 31, 2011		Quoted prices in active markets for identical assets (Level 1)		Significant observable inputs (Level 2)		Significant unobservable inputs (Level 3)				Balance sheet classification
	$		$		$		$
Derivatives designated as cash flow and net investment hedging instruments under the Derivatives and Hedging Topic of FASB ASC:
Asset derivatives
Currency options		7		—		7		—	(a)		Prepaid expenses
Total Assets		7		—		7		—
Liabilities derivatives
Currency options		11		—		11		—	(a	)	Trade and other payables
Natural gas swap contracts		8		—		8		—	(a	)	Trade and other payables
Natural gas swap contracts		3		—		3		—	(a	)	Other liabilities and deferred credits
Total Liabilities		22		—		22		—
Other Instruments:
Asset backed notes		5		—		—		5	(d	)	Other assets
Long-term debt		992		992		—		—	(c	)	Long-term debt

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

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

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

(b) ABN is reported at fair value utilizing Level 2 or Level 3 inputs. Fair value of ABN reported under Level 2 is based on current market quotes. Fair value of ABN reported under Level 3 is based on the value of the collateral investments held in the conduit issuer, reduced by the negative value of credit default derivatives, with an additional discount applied for illiquidity.

141

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 22. DERIVATIVES AND HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENT (CONTINUED)

(c) Fair value of the Company’s long-term debt is measured by comparison to market prices of its debt. In accordance with US GAAP, the Company’s long-term debt is not carried at fair value on the Consolidated Balance Sheets at December 31, 2012 and December 31, 2011. However, fair value disclosure is required. The carrying value of the Company’s long-term debt is $1,207 million and $841 million at December 31, 2012 and December 31, 2011, respectively.

(d) Fair value of ABN is classified under Level 3 and is mainly based on a financial model incorporating uncertainties regarding return, credit spreads, the nature and credit risk of underlying assets, the amounts and timing of cash inflows and the limited market for the notes at December 31, 2011.

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

The following table reconciles the beginning and ending balances of ABN measured at fair value on a recurring basis using significant unobservable (Level 3) inputs during the reported periods.

	Asset backed notes
Balance at January 1, 2011		6
Settlements		(1	)
Balance at December 31, 2011		5
Balance at January 1, 2012		5
Net unrealized gains included in earnings (a)		1
Transfer out of Level 3 (b)		(5	)
Balance at December 31, 2012		1

(a) Earnings effect is primarily included in Other operating loss (income), net in the Consolidated Statement of Earnings and Comprehensive Income.

(b) Transfers out of Level 3 are considered to occur at the end of the period. ABN were reclassified to Level 2 from Level 3 as a result of increased trading activity and the presence of observable market quotes for these assets.

NOTE 23.

SEGMENT DISCLOSURES

On September 1, 2011, the Company purchased Attends Healthcare, Inc. As a result, an additional reportable segment, Personal Care, was added. On March 1, 2012 and May 10, 2012, the Company grew its Personal Care segment with the purchase of Attends Healthcare Limited and EAM Corporation, respectively. (See Note 3 “Acquisition of Businesses” for further information).

142

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 23. SEGMENT DISCLOSURES (CONTINUED)

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

• Pulp and Paper Segment—comprises the manufacturing, sale and distribution of communication, specialty and packaging papers, as well as softwood, fluff and hardwood market pulp.

• Distribution Segment—comprises the purchasing, warehousing, sale and distribution of the Company’s paper products and those of other manufacturers. These products include business and printing papers, certain industrial products and printing supplies.

• Personal Care Segment—consists of the manufacturing, sale and distribution of adult incontinence products and high quality absorbent cores.

• Wood—comprises the manufacturing and marketing of lumber and wood-based value-added products and the management of forest resources. The Company sold its Wood segment in the second quarter of 2010.

The accounting policies of the reportable segments are the same as described in Note 1. The Company evaluates performance based on operating income, which represents sales, reflecting transfer prices between segments at fair value, less allocable expenses before interest expense and income taxes. Segment assets are those directly used in segment operations.

The Company attributes sales to customers in different geographical areas on the basis of the location of the customer.

Long-lived assets consist of property, plant and equipment, intangible assets and goodwill used in the generation of sales in the different geographical areas.

143

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 23. SEGMENT DISCLOSURES (CONTINUED)

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

SEGMENT DATA	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
	$			$			$
Sales
Pulp and Paper (1)		4,575			4,953			5,070
Distribution		685			781			870
Personal Care		399			71			—
Wood (2)		—			—			150
Total for reportable segments		5,659			5,805			6,090
Intersegment sales—Pulp and Paper		(177	)		(193	)		(229	)
Intersegment sales—Wood		—			—			(11	)
Consolidated sales		5,482			5,612			5,850
Depreciation and amortization and impairment and write-down of property, plant and equipment and intangible assets
Pulp and Paper		361			368			381
Distribution		4			4			4
Personal Care		20			4			—
Wood (2)		—			—			10
Total for reportable segments		385			376			395
Impairment and write-down of property, plant and equipment—Pulp and Paper		9			85			50
Impairment and write-down of intangible assets—Distribution		5			—			—
Consolidated depreciation and amortization and impairment and write-down of property, plant and equipment and intangible assets		399			461			445
Operating income (loss)
Pulp and Paper		346			581			667
Distribution		(16	)		—			(3	)
Personal Care		45			7			—
Wood (2)		—			—			(54	)
Corporate		(8	)		4			(7	)
Consolidated operating income		367			592			603
Interest expense, net		131			87			155
Earnings before income taxes and equity earnings		236			505			448
Income tax expense (benefit)		58			133			(157	)
Equity loss, net of taxes		6			7			—
Net earnings		172			365			605

144

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 23. SEGMENT DISCLOSURES (CONTINUED)

SEGMENT DATA (CONTINUED)	December 31, 2012		December 31, 2011
	$		$
Segment assets
Pulp and Paper		4,564		4,874
Distribution		73		84
Personal Care		841		458
Total for reportable segments		5,478		5,416
Corporate		645		453
Consolidated assets		6,123		5,869

	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
	$			$			$
Additions to property, plant and equipment
Pulp and Paper		181			133			142
Distribution		2			2			2
Personal Care		44			—			—
Wood (2)		—			—			1
Total for reportable segments		227			135			145
Corporate		12			10			5
Consolidated additions to property, plant and equipment		239			145			150
Add: Change in payables on capital projects		(3	)		(1	)		3
Consolidated additions to property, plant and equipment per Consolidated Statements of Cash Flows		236			144			153

(1) In 2012 and 2011, Staples, one of the Company’s largest customers in the Pulp and Paper segment, represented approximately 11% of the total sales.

(2) The Wood segment was sold in the second quarter of 2010.

	Year ended December 31, 2012		Year ended December 31, 2011		Year ended December 31, 2010
	$		$		$
Geographic information
Sales
United States		4,086		4,200		4,245
Canada		716		756		837
China		155		229		375
Europe		250		161		160
Other foreign countries		275		266		233
		5,482		5,612		5,850

145

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 23. SEGMENT DISCLOSURES (CONTINUED)

SEGMENT DATA (CONTINUED)	December 31, 2012		December 31, 2011
	$		$
Long-lived assets
United States		2,629		2,675
Canada		1,069		1,148
Other foreign countries		275		3
		3,973		3,826

NOTE 24.

SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

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

The following supplemental condensed consolidating financial information sets forth, on an unconsolidated basis, the Balance Sheets at December 31, 2012 and December 31, 2011 and the Statements of Earnings and Comprehensive Income and Cash Flows for the years ended December 31, 2012, December 31, 2011 and December 31, 2010 for Domtar Corporation (the “Parent”), and on a combined basis for the Guarantor Subsidiaries and, on a combined basis, the Non-Guarantor Subsidiaries. The supplemental condensed consolidating financial information reflects the investments of the Parent in the Guarantor Subsidiaries, as well as the investments of the Guarantor Subsidiaries in the Non-Guarantor Subsidiaries, using the equity method. The 2010 comparative figures have been retrospectively adjusted to reflect the fact that Domtar Delaware Investments Inc. and Domtar Delaware Holdings, LLC both became Guarantor subsidiaries in June 2011.

146

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 24. SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED)

CONDENSED CONSOLIDATING STATEMENT OF EARNINGS AND COMPREHENSIVE INCOME	Year ended December 31, 2012
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	$			$			$			$			$
Sales		—			4,550			1,918			(986	)		5,482
Operating expenses
Cost of sales, excluding depreciation and amortization		—			3,682			1,625			(986	)		4,321
Depreciation and amortization		—			298			87			—			385
Selling, general and administrative		29			285			44			—			358
Impairment and write-down of property, plant and equipment and intangible assets		—			7			7			—			14
Closure and restructuring costs		—			19			11			—			30
Other operating loss (income), net		—			(16	)		23			—			7
		29			4,275			1,797			(986	)		5,115
Operating income (loss)		(29	)		275			121			—			367
Interest expense (income), net		137			19			(25	)		—			131
Earnings (loss) before income taxes and equity earnings		(166	)		256			146			—			236
Income tax expense (benefit)		(65	)		90			33			—			58
Equity loss, net of taxes		—			—			6			—			6
Share in earnings of equity accounted investees		273			107			—			(380	)		—
Net earnings		172			273			107			(380	)		172
Other comprehensive income (loss)		2			(2	)		(54	)		—			(54	)
Comprehensive income		174			271			53			(380	)		118

147

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 24. SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED)

CONDENSED CONSOLIDATING STATEMENT OF EARNINGS AND COMPREHENSIVE INCOME	Year ended December 31, 2011
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	$			$			$			$			$
Sales		—			4,719			1,824			(931	)		5,612
Operating expenses
Cost of sales, excluding depreciation and amortization		—			3,672			1,430			(931	)		4,171
Depreciation and amortization		—			274			102			—			376
Selling, general and administrative		28			330			(18	)		—			340
Impairment and write-down of property, plant and equipment		—			73			12			—			85
Closure and restructuring costs		—			51			1			—			52
Other operating loss (income), net		—			(9	)		5			—			(4	)
		28			4,391			1,532			(931	)		5,020
Operating income (loss)		(28	)		328			292			—			592
Interest expense (income), net		98			14			(25	)		—			87
Earnings (loss) before income taxes and equity earnings		(126	)		314			317			—			505
Income tax expense (benefit)		(56	)		118			71			—			133
Equity loss, net of taxes		—			—			7			—			7
Share in earnings of equity accounted investees		435			239			—			(674	)		—
Net earnings		365			435			239			(674	)		365
Other comprehensive income (loss)		(1	)		(25	)		(38	)		—			(64	)
Comprehensive income		364			410			201			(674	)		301

148

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 24. SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED)

	Year ended December 31, 2010
CONDENSED CONSOLIDATING STATEMENT OF EARNINGS AND COMPREHENSIVE INCOME	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	$			$			$			$			$
Sales		—			4,826			1,962			(938	)		5,850
Operating expenses
Cost of sales, excluding depreciation and amortization		—			3,805			1,550			(938	)		4,417
Depreciation and amortization		—			287			108			—			395
Selling, general and administrative		28			333			(23	)		—			338
Impairment and write-down of property, plant and equipment		—			50			—			—			50
Closure and restructuring costs		—			19			8			—			27
Other operating loss (income), net		7			(14	)		27			—			20
		35			4,480			1,670			(938	)		5,247
Operating income (loss)		(35	)		346			292			—			603
Interest expense (income), net		153			11			(9	)		—			155
Earnings (loss) before income taxes		(188	)		335			301			—			448
Income tax expense (benefit)		(164	)		98			(91	)		—			(157	)
Share in earnings of equity accounted investees		629			392			—			(1,021	)		—
Net earnings		605			629			392			(1,021	)		605
Other comprehensive income		1			31			(26	)		—			6
Comprehensive income		606			660			366			(1,021	)		611

149

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 24. SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED)

	December 31, 2012
CONDENSED CONSOLIDATING BALANCE SHEET	Parent		Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	$		$			$			$			$
Assets
Current assets
Cash and cash equivalents		275		72			314			—			661
Receivables		—		393			169			—			562
Inventories		—		472			203			—			675
Prepaid expenses		7		7			10			—			24
Income and other taxes receivable		34		—			14			—			48
Intercompany accounts		433		3,501			12			(3,946	)		—
Deferred income taxes		—		30			17			(2	)		45
Total current assets		749		4,475			739			(3,948	)		2,015
Property, plant and equipment, at cost		—		5,755			3,038			—			8,793
Accumulated depreciation		—		(3,500	)		(1,892	)		—			(5,392	)
Net property, plant and equipment		—		2,255			1,146			—			3,401
Goodwill		—		194			69			—			263
Intangible assets, net of amortization		—		180			129			—			309
Investments in affiliates		7,208		2,018			—			(9,226	)		—
Intercompany long-term advances		6		85			489			(580	)		—
Other assets		30		—			119			(14	)		135
Total assets		7,993		9,207			2,691			(13,768	)		6,123
Liabilities and shareholders’ equity
Current liabilities
Bank indebtedness		—		18			—			—			18
Trade and other payables		43		380			223			—			646
Intercompany accounts		3,492		398			56			(3,946	)		—
Income and other taxes payable		4		9			4			(2	)		15
Long-term debt due within one year		47		27			5			—			79
Total current liabilities		3,586		832			288			(3,948	)		758
Long-term debt		1,107		8			13			—			1,128
Intercompany long-term loans		444		130			6			(580	)		—
Deferred income taxes and other		—		873			44			(14	)		903
Other liabilities and deferred credits		27		156			274			—			457
Shareholders’ equity		2,829		7,208			2,066			(9,226	)		2,877
Total liabilities and shareholders’ equity		7,993		9,207			2,691			(13,768	)		6,123

150

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 24. SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED)

	December 31, 2011
CONDENSED CONSOLIDATING BALANCE SHEET	Parent		Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	$		$			$			$			$
Assets
Current assets
Cash and cash equivalents		91		2			351			—			444
Receivables		—		456			188			—			644
Inventories		—		475			177			—			652
Prepaid expenses		6		5			11			—			22
Income and other taxes receivable		20		1			26			—			47
Intercompany accounts		349		3,198			53			(3,600	)		—
Deferred income taxes		5		61			59			—			125
Total current assets		471		4,198			865			(3,600	)		1,934
Property, plant and equipment, at cost		—		5,581			2,867			—			8,448
Accumulated depreciation		—		(3,230	)		(1,759	)		—			(4,989	)
Net property, plant and equipment		—		2,351			1,108			—			3,459
Goodwill		—		163			—			—			163
Intangible assets, net of amortization		—		162			42			—			204
Investments in affiliates		6,933		1,952			—			(8,885	)		—
Intercompany long-term advances		6		79			431			(516	)		—
Other assets		21		1			97			(10	)		109
Total assets		7,431		8,906			2,543			(13,011	)		5,869
Liabilities and shareholders’ equity
Current liabilities
Bank indebtedness		—		7			—			—			7
Trade and other payables		37		425			226			—			688
Intercompany accounts		3,196		370			34			(3,600	)		—
Income and other taxes payable		4		10			3			—			17
Long-term debt due within one year		—		4			—			—			4
Total current liabilities		3,237		816			263			(3,600	)		716
Long-term debt		790		35			12			—			837
Intercompany long-term loans		431		85			—			(516	)		—
Deferred income taxes and other		—		916			21			(10	)		927
Other liabilities and deferred credits		50		133			234			—			417
Shareholders’ equity		2,923		6,921			2,013			(8,885	)		2,972
Total liabilities and shareholders’ equity		7,431		8,906			2,543			(13,011	)		5,869

151

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 24. SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED)

	Year ended December 31, 2012
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	$			$			$			$			$
Operating activities
Net earnings		172			273			107			(380	)		172
Changes in operating and intercompany assets and liabilities and non-cash items, included in net earnings		(87	)		(67	)		153			380			379
Cash flows provided from operating activities		85			206			260			—			551
Investing activities
Additions to property, plant and equipment		—			(182	)		(54	)		—			(236	)
Proceeds from disposals of property, plant and equipment		—			1			48			—			49
Acquisition of businesses, net of cash acquired		—			(61	)		(232	)		—			(293	)
Investment in joint venture		—			—			(6	)		—			(6	)
Cash flows used for investing activities		—			(242	)		(244	)		—			(486	)
Financing activities
Dividend payments		(58	)		—			—			—			(58	)
Net change in bank indebtedness		—			11			—			—			11
Issuance of long-term debt		548			—			—			—			548
Repayment of long-term debt		(186	)		(5	)		(1	)		—			(192	)
Stock repurchase		(157	)		—			—			—			(157	)
Increase in long-term advances to related parties		(47	)		—			(52	)		99			—
Decrease in long-term advances to related parties		—			99			—			(99	)		—
Other		(1	)		1			—			—			—
Cash flows provided from (used for) financing activities		99			106			(53	)		—			152
Net increase (decrease) in cash and cash equivalents		184			70			(37	)		—			217
Cash and cash equivalents at beginning of year		91			2			351			—			444
Cash and cash equivalents at end of year		275			72			314			—			661

152

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 24. SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED)

	Year ended December 31, 2011
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	$			$			$			$			$
Operating activities
Net earnings		365			435			239			(674	)		365
Changes in operating and intercompany assets and liabilities and non-cash items, included in net earnings		10			(330	)		164			674			518
Cash flows provided from operating activities		375			105			403			—			883
Investing activities
Additions to property, plant and equipment		—			(103	)		(41	)		—			(144	)
Proceeds from disposals of property, plant and equipment		—			16			18			—			34
Proceeds from sale of business		—			10			—			—			10
Acquisition of business, net of cash acquired		—			(288	)		—			—			(288	)
Investment in joint venture		—			—			(7	)		—			(7	)
Cash flows used for investing activities		—			(365	)		(30	)		—			(395	)
Financing activities
Dividend payments		(49	)		—			—			—			(49	)
Net change in bank indebtedness		—			(12	)		(4	)		—			(16	)
Repayment of long-term debt		(15	)		(3	)		—			—			(18	)
Premium paid on debt repurchases and tender offer costs		(7	)		—			—			—			(7	)
Stock repurchase		(494	)		—			—			—			(494	)
Increase in long-term advances to related parties		(40	)		—			(187	)		227			—
Decrease in long-term advances to related parties		—			227			—			(227	)		—
Other		10			—			—			—			10
Cash flows provided from (used for) financing activities		(595	)		212			(191	)		—			(574	)
Net increase (decrease) in cash and cash equivalents		(220	)		(48	)		182			—			(86	)
Cash and cash equivalents at beginning of year		311			50			169			—			530
Cash and cash equivalents at end of year		91			2			351			—			444

153

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 24. SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED)

	Year ended December 31, 2010
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	$			$			$			$			$
Operating activities
Net earnings		605			629			392			(1,021	)		605
Changes in operating and intercompany assets and liabilities and non-cash items, included in net earnings		205			(560	)		(105	)		1,021			561
Cash flows provided from operating activities		810			69			287			—			1,166
Investing activities
Additions to property, plant and equipment		—			(134	)		(19	)		—			(153	)
Proceeds from disposals of property, plant and equipment		—			6			20			—			26
Proceeds from sale of businesses and investments		—			44			141			—			185
Cash flows provided from (used for) investing activities		—			(84	)		142			—			58
Financing activities
Dividend payments		(21	)		—			—			—			(21	)
Net change in bank indebtedness		—			(8	)		(11	)		—			(19	)
Repayment of long-term debt		(896	)		(2	)		—			—			(898	)
Debt issue and tender offer costs		(35	)		—			—			—			(35	)
Stock repurchase		(44	)		—			—			—			(44	)
Prepaid and premium on structured stock repurchase, net		2			—			—			—			2
Increase in long-term advances to related parties		—			(8	)		(253	)		261			—
Decrease in long-term advances to related parties		261			—			—			(261	)		—
Other		(3	)		—			—			—			(3	)
Cash flows used for financing activities		(736	)		(18	)		(264	)		—			(1,018	)
Net increase (decrease) in cash and cash equivalents		74			(33	)		165			—			206
Cash and cash equivalents at beginning of year		237			83			4			—			324
Cash and cash equivalents at end of year		311			50			169			—			530

154

DOMTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

NOTE 25.

SALE OF WOOD BUSINESS AND WOODLAND MILL

Sale of Wood business

On June 30, 2010, the Company sold its Wood business to EACOM Timber Corporation (“EACOM”), following the obtainment of various third party consents and customary closing conditions, which included approvals of the transfers of cutting rights in Quebec and Ontario, for proceeds of $75 million (CDN$80 million) plus elements of working capital of approximately $42 million (CDN$45 million). Domtar received 19% of the proceeds in shares of EACOM representing an approximate 12% ownership interest in EACOM. The sale resulted in a loss on disposal of the Wood business and related pension and other post-retirement benefit plan curtailments and settlements of $50 million, which was recorded in the second quarter of 2010 in Other operating loss (income), net on the Consolidated Statements of Earnings and Comprehensive Income. The investment of the Company in EACOM was then accounted for under the equity method.

The transaction included the sale of five operating sawmills: Timmins, Nairn Centre and Gogama in Ontario, and Val-d’Or and Matagami in Quebec; as well as two non-operating sawmills: Ear Falls in Ontario and Ste-Marie in Quebec. The sawmills had approximately 3.5 million cubic meters of annual harvesting rights and a production capacity of close to 900 million board feet. Also included in the transaction was the Sullivan remanufacturing facility in Quebec and interests in two investments: Anthony-Domtar Inc. and Elk Lake Planning Mill Limited.

In December 2010, in an unrelated transaction, the Company sold its investment in EACOM Timber Corporation for CDN$0.51 per common share for net proceeds of $24 million (CDN$24 million) resulting in no further gain or loss. Domtar has fiber supply agreements in place with its former wood division at its Espanola facility. Since these continuing cash outflows are expected to be significant to the former Wood business, the sale of the Wood business did not qualify as a discontinued operation under ASC 205-20.

Sale of Woodland, Maine market pulp mill

On September 30, 2010, the Company sold its Woodland hardwood market pulp mill, hydro electric assets and related assets, located in Baileyville, Maine and New Brunswick, Canada. The purchase price was for an aggregate value of $60 million plus net working capital of $8 million. The sale resulted in a net gain on disposal of the Woodland, Maine mill of $10 million including pension curtailment expense of $2 million and has been recorded as a component of Other operating loss (income), net on the Consolidated Statements of Earnings and Comprehensive Income.

155

Domtar Corporation

Interim Financial Results (Unaudited)

(in millions of dollars, unless otherwise noted)

2012	1st Quarter			2nd Quarter			3rd Quarter			4th Quarter			Year
Sales	$	1,398		$	1,368		$	1,389		$	1,327		$	5,482
Operating income		109	(a)		106			109			43	(b)		367
Earnings before income taxes and equity earnings		38			88			89			21			236
Net earnings		28			59			66			19			172
Basic net earnings per share		0.76			1.62			1.85			0.54			4.78
Diluted net earnings per share		0.76			1.61			1.84			0.54			4.76
2011	1st Quarter			2nd Quarter			3rd Quarter			4th Quarter			Year
Sales	$	1,423		$	1,403		$	1,417		$	1,369		$	5,612
Operating income		211	(c)		95	(c)		187	(c)		99	(d)		592
Earnings before income taxes and equity earnings		190			74			162			79			505
Net earnings		133			54			117			61			365
Basic net earnings per share		3.16			1.31			2.96			1.64			9.15
Diluted net earnings per share		3.14			1.30			2.95			1.63			9.08

(a) The operating income for the first Quarter of 2012 includes a write-down of property, plant and equipment relating to its Mira Loma location of $2 million.

(b) The operating income for the fourth Quarter of 2012 includes a write-down of property, plant and equipment relating to the permanent shut down of one pulp machine at its Kamloops mill for $7 million, and a write-down of intangible assets relating to its Distribution segment for $5 million. Also, the income for the fourth Quarter of 2012 includes an additional withdrawal liability and charge to earnings of $14 million related to the withdrawal of one of the Company’s U.S. multiemployer pension plans.

(c) The operating income for the first three quarters of 2011 includes a write-down of property, plant and equipment relating to the permanent shut down of a paper machine at the Ashdown mill of $73 million ($3 million, $62 million and $8 million, respectively for each quarter).

(d) The operating income for the fourth Quarter of 2011 includes a write-down of property, plant and equipment relating to the closure of the Lebel-sur-Quévillon pulp mill and sawmill of $12 million. Also, the operating income for the fourth Quarter of 2011 includes an estimated withdrawal liability and a charge to earnings of $32 million, related to the withdrawal from one of the Company’s U.S. multiemployer pension plans and a $9 million loss from a pension curtailment associated with the conversion of certain of the Company’s U.S. defined benefit pension plans to defined contribution pension plans.

156

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

The Company has nothing to report under this item.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of December 31, 2012, an evaluation was performed by members of management, at the direction and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2012, our disclosure controls and procedures were effective.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. In order to evaluate the effectiveness of internal control over financial reporting, management has conducted an assessment, including testing, using the criteria established in Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Based on its assessment, management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control—Integrated Framework issued by the COSO.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2012 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included under Part II, Item 8, Financial Statements and Supplementary Data.

Change in Internal Control over Financial Reporting

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

157

ITEM 9B. OTHER INFORMATION

The Company has nothing to report under this item.

158

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information included under the captions “Governance of the Corporation,” “Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” in our Proxy Statement for the 2013 Annual Meeting of Stockholders is incorporated herein by reference.

Information regarding our executive officers is presented in Part I, Item 1, Business, of this Form 10-K under the caption “Our Executive Officers.”

ITEM 11. EXECUTIVE COMPENSATION

The information appearing under the caption “Compensation Discussion and Analysis,” “Executive Compensation” and “Director Compensation” in our Proxy Statement for the 2013 Annual Meeting of Stockholders is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information appearing under the caption “Security Ownership of Certain Beneficial Owners, Directors and Officers” in our Proxy Statement for the 2013 Annual Meeting of Stockholders is incorporated herein by reference.

The following table sets forth the number of shares of our stock reserved for issuance under our equity compensation plans as of December 31, 2012:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (#)		Weighted average exercise price of outstanding options, warrants and rights ($)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)(#)
		(a)		(b)		(c)
Equity compensation plans approved by security holders		538,719(1)		$81.56(2)		1,422,214(3)
Equity compensation plans not approved by security holders		N/A		N/A		N/A
Total		538,719	$	81.56		1,422,214

(1) Represents the number of shares associated with options, restricted stock units (“RSUs”), performance share units (“PSUs”), deferred share units (“DSUs”) and dividends equivalent units (“DEUs”) outstanding as of December 31, 2012. This number assumes that PSUs will vest at the “maximum” performance level, and that any performance requirements applicable to options will be satisfied.

(2) Represents the weighted average exercise price of options disclosed in column (a).

(3) Represents the number of shares remaining available for issuance in settlement of future awards under the Omnibus Incentive Plan.

159

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information appearing under the captions “Governance of the Corporation—Board Independence and Other Determinations” in our Proxy Statement for the 2013 Annual Meeting of Stockholders is incorporated herein by reference.

ITEM 14. PRINCIPLE ACCOUNTANT FEES AND SERVICES

The information appearing under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm” and “Independent Registered Public Accounting Firm Fees” in our Proxy Statement for the 2013 Annual Meeting of Stockholders is incorporated herein by reference.

160

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) 1. Financial Statements—See Part II, Item 8, Financial Statements and Supplementary Data.

2. Schedule II—Valuation and Qualifying Accounts

All other schedules are omitted as the information required is either included elsewhere in the consolidated financial statements in Part II, Item 8—or is not applicable.

3. Exhibits:

Exhibit Number	Exhibit Description
3.1	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2008)
3.2	Certificate of Amendment of the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 8, 2009)
3.3	Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2009)
4.1	Form of Rights Agreement between the Company and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form 10, Amendment No. 2 filed with the SEC on January 26, 2007)
4.3	Supplemental Indenture, dated February 15, 2008, among Domtar Corp., Domtar Paper Company, LLC, The Bank of New York, as Trustee, and the new subsidiary guarantors parties thereto, relating to Domtar Corp.’s (i) 7.125% Notes due 2015, (ii) 5.375% Notes due 2013, (iii) 7.875% Notes due 2011, (iv) 9.5% Notes due 2016 (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed with the SEC on February 21, 2008)
4.4	Second Supplemental Indenture, dated February 20, 2008, among Domtar Corp., Domtar Paper Company, LLC, The Bank of New York, as Trustee, and the new subsidiary guarantor party thereto, relating to Domtar Corp.’s (i) 7.125% Notes due 2015, (ii) 5.375% Notes due 2013, (iii) 7.875% Notes due 2011, (iv) 9.5% Notes due 2016 (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed with the SEC on February 21, 2008)
4.5	Third Supplement Indenture, dated June 9, 2009, among Domtar Corp., The Bank of New York Mellon, as Trustee, and the subsidiary guarantors party thereto, relating to Domtar Corp.’s 10.75% Senior Notes due 2017 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 9, 2009)
4.6	Fourth Supplemental Indenture, dated June 23, 2011, among Domtar Corporation, Domtar Delaware Investments Inc., and Domtar Delaware Holdings, LLC and The Bank of New York Melon, as trustee, relating to the Company’s 7.125% Notes due 2015, 5.375% Notes due 2013, 9.5% Notes due 2016 and 10.75% Notes due 2017 (incorporated by reference to Exhibit 4.1 to the Company’s Form 10-Q filed with the SEC on August 4, 2011)
4.7	Fifth Supplemental Indenture, dated September 7, 2011, among Domtar Corporation, Domtar Delaware Investments Inc. and Domtar Delaware Holdings, LLC, and The Bank of New York Melon, as trustee, relating to the Company’s 7.125% Notes due 2015, 5.375% Notes due 2013, 9.5% Notes due 2016 and 10.75% Notes due 2017 (incorporated by reference to Exhibit 4.1 to the Company’s Form 10-Q filed with the SEC on November 4, 2011)

161

Exhibit Number	Exhibit Description
9.1	Form of Voting and Exchange Trust Agreement (incorporated by reference to Exhibit 9.1 to the Company’s Registration Statement on Form 10, Amendment No. 2 filed with the SEC on January 26, 2007)
10.1	Form of Tax Sharing Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form 10, Amendment No. 2 filed with the SEC on January 26, 2007)
10.2	Form of Transition Services Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form 10, Amendment No. 2 filed with the SEC on January 26, 2007)
10.3	Form of Site Services Agreement (Plymouth, North Carolina) (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form 10, Amendment No. 2 filed with the SEC on January 26, 2007)
10.4	Form of Fiber Supply Agreement (Princeton, British Columbia) (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form 10, Amendment No. 2 filed with the SEC on January 26, 2007)
10.5	Form of Site Services Agreement (Utilities) (Plymouth, North Carolina) (incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement on Form 10, Amendment No. 2 filed with the SEC on January 26, 2007)
10.6	OSB Supply Agreement (Hudson Bay, Saskatchewan) (incorporated by reference to Exhibit 10.24 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 9, 2007)
10.7	Hog Fuel Supply Agreement (Kenora, Ontario) (incorporated by reference to Exhibit 10.25 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 9, 2007)
10.8	Fiber Supply Agreement (Trout Lake and Wabigoon, Ontario) (incorporated by reference to Exhibit 10.26 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 9, 2007)
10.9	Form of Intellectual Property License Agreement (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form 10, Amendment No. 2 filed with the SEC on January 26, 2007)
10.10	Form of Indemnification Agreement (incorporated by reference to Exhibit 10.28 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 9, 2007)
10.11	Domtar Corporation 2007 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2011)*
10.12	Domtar Corporation 2004 Replacement Long-Term Incentive Plan for Former Employees of Weyerhaeuser Company (incorporated by reference to Exhibit 10.30 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 9, 2007)*
10.13	Domtar Corporation 1998 Replacement Long-Term Incentive Compensation Plan for Former Employees of Weyerhaeuser Company (incorporated by reference to Exhibit 10.31 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 9, 2007)*
10.14	Domtar Corporation Replacement Long-Term Incentive Compensation Plan for Former Employees of Weyerhaeuser Company (incorporated by reference to Exhibit 10.32 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 9, 2007)*
10.15	Domtar Corporation Executive Stock Option and Share Purchase Plan (applicable to eligible employees of Domtar Inc. for grants prior to March 7, 2007) (incorporated by reference to Exhibit 10.33 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 9, 2007)*

162

Exhibit Number	Exhibit Description
10.16	Domtar Corporation Executive Deferred Share Unit Plan (applicable to members of the Management Committee of Domtar Inc. prior to March 7, 2007) (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2009)*
10.17	Domtar Corporation Deferred Share Unit Plan for Outside Directors (for former directors of Domtar Inc.) (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2009)*
10.18	Supplementary Pension Plan for Senior Executives of Domtar Corporation (for certain designated senior executives) (incorporated by reference to Exhibit 10.36 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 9, 2007)*
10.19	Supplementary Pension Plan for Designated Managers of Domtar Corporation (for certain designated management employees) (incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2009)*
10.20	Domtar Retention Plan (incorporated by reference to Exhibit 10.38 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 9, 2007)*
10.21	Domtar Corporation Restricted Stock Plan (applicable to eligible employees of Domtar Inc. for grants prior to March 7, 2007) (incorporated by reference to Exhibit 10.39 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 9, 2007)*
10.22	Director Deferred Stock Unit Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 24, 2007)*
10.23	Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 24, 2007)*
10.24	Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on May 24, 2007)*
10.25	Senior Executive Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on May 24, 2007)*
10.26	Credit Agreement among the Company, Domtar, JPMorgan Chase Bank, N.A., as administrative agent, Morgan Stanley Senior Funding, Inc., as syndication agent, Bank of America, N.A., Royal Bank of Canada and The Bank of Nova Scotia, as co-documentation agents, and the lenders from time to time parties thereto
10.27	Indenture between Domtar Inc. and the Bank of New York dated as of July 31, 1996 relating to Domtar’s $125,000,000 9.5% debentures due 2016 (incorporated by reference to Exhibit 10.20 to the Company’s registration statement on Form 10, Amendment No. 2 filed with the SEC on January 26, 2007)
10.28	Employment Agreement of Mr. John D. Williams (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 2, 2008)*
10.28	Employment Agreement of Mr. Marvin Cooper (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 15, 2007)*
10.30	Severance Program for Management Committee Members (incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2011)*
10.31	First Amendment, dated August 13, 2008, to Credit Agreement among the Company, Domtar, JPMorgan Chase Bank, N.A., as administrative agent, Morgan Stanley Senior Funding, Inc., as syndication agent, Bank of America, N.A., Royal Bank of Canada and The Bank of Nova Scotia, as co-documentation agents, and the lenders from time to time parties thereto

163

Exhibit Number	Exhibit Description
10.32	DB SERP for Management Committee Members of Domtar (incorporated by reference to Exhibit 10.46 to the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2009)*
10.33	DC SERP for Designated Executives of Domtar (incorporated by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2009)*
10.34	Supplementary Pension Plan for Steven Barker (incorporated by reference to Exhibit 10.48 to the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2009)*
10.35	Form of Indemnification Agreement for members of Pension Administration Committee of Domtar Corporation (incorporated by reference to Exhibit 10.50 to the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2009)*
10.36	Consulting Agreement of Mr. Marvin Cooper*
10.37	Retirement Agreement of Mr. Steven A. Barker*
10.38	Retirement Agreement of Mr. Gilles Pharand*
10.39	Retirement Agreement of Mr. Michel Dagenais*
10.40	Credit Agreement among the Company, Domtar Paper Company, LLC, Domtar Inc., JPMorgan Chase Bank, N.A., as administrative agent, The Bank of Nova Scotia and Bank of America, N.A. as syndication agents, CIBC Inc., Goldman Sachs Lending Partners LLC and Royal Bank of Canada, as co-documentation agents and the lenders from time to time parties thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the SEC on August 4, 2011)
10.41	Stock Purchase Agreement by and among Attends Healthcare Holdings, LLC, Attends Healthcare, Inc. and Domtar Corporation dated as of August 12, 2011 (incorporated by reference to Exhibit 2.1 to the Company’s Form 10-Q filed with the SEC on November 4, 2011)
10.42	Sixth Supplemental Indenture, dated as of March 16, 2012, among Domtar Corporation, the subsidiary guarantors party thereto, and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee, providing for Domtar Corporation’s 4.40% Notes due 2022 (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed with the SEC on March 16, 2012)
10.43	Seventh Supplemental Indenture, dated May 21, 2012, among Domtar Corporation, EAM Corporation, and The Bank of New York Mellon, as trustee, relating to EAM Corporation’s guarantee of the obligations under the Indenture (incorporated by reference to Exhibit 4.8 to the Company’s Form S-3 filed with the SEC on August 20, 2012)
10.44	Eighth Supplemental Indenture, dated as of August 23, 2012, among Domtar Corporation, the subsidiary guarantors party thereto, and The Bank of New York Mellon (formerly the Bank of New York), as trustee, providing for Domtar Corporation’s 6.25% Notes due 2042 (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K files with the SEC on August 23, 2012)
10.45	Amended and Restated Credit Agreement, dated as of June 15, 2012, among the Company, Domtar Paper Company, LLC, Domtar Inc., Canadian Imperial Bank of Commerce, Goldman Sachs Lending Partners LLC and Royal Bank of Canada, as co-documentation agents, The Bank of Nova Scotia and Bank of America, N.A., as syndication agents and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company Form 10-Q files with the SEC on August 3, 2012)

164

Exhibit Number	Exhibit Description
10.46	Amended and Restated Domtar Corporation 2007 Omnibus Incentive Plan (incorporated by reference to Annex A to the Corporation’s definitive proxy statement filed on Schedule 14A filed with the SEC on March 30, 2012)
10.47	Domtar Corporation Annual Incentive Plan (incorporated by reference to Annex B to the Corporation’s definitive proxy statement filed on Schedule 14A filed with the SEC on March 30, 2012)
10.48	Employment agreement of Mr. Michael Fagan*
12.1	Computation of Ratio of Earnings to Fixed Charges
21.1	Subsidiaries of Domtar Corporation
23	Consent of Independent Registered Public Accounting Firm
24.1	Powers of Attorney (included in signature page)
31.1	Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Extension Presentation Linkbase

* Indicates management contract or compensatory arrangement

165

FINANCIAL STATEMENT SCHEDULE

(IN MILLIONS OF DOLLARS, UNLESS OTHERWISE NOTED)

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS

For the three years ended:

	Balance at beginning of year		Charged to income		Deductions from			Balance at end of year
	$		$		$			$
Allowances deducted from related asset accounts:
Doubtful accounts—Accounts receivable
2012		5		1		(2	)		4
2011		7		2		(4	)		5
2010		8		4		(5	)		7

166

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Montreal, Quebec, Canada, on February 28, 2013.

DOMTAR CORPORATION
by	/s/ John D. Williams
Name:	John D. Williams
Title:	President and Chief Executive Officer

We, the undersigned directors and officers of Domtar Corporation, hereby severally constitute Zygmunt Jablonski and Razvan L. Theodoru, and each of them singly, our true and lawful attorneys with full power to them and each of them to sign for us, in our names in the capacities indicated below, any and all amendments to this Annual Report on Form 10-K filed with the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  John D. Williams       John D. Williams	President and Chief Executive Officer (Principal Executive Officer) and Director	February 28, 2013
/s/  Daniel Buron       Daniel Buron	Senior Vice-President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	February 28, 2013
/s/  Giannella Alvarez       Giannella Alvarez	Director	February 28, 2013
/s/  Robert E. Apple       Robert E. Apple	Director	February 28, 2013
/s/  Harold H. MacKay       Harold H. MacKay	Director	February 28, 2013
/s/  Jack C. Bingleman       Jack C. Bingleman	Director	February 28, 2013
/s/  Louis P. Gignac       Louis P. Gignac	Director	February 28, 2013
/s/  Brian M. Levitt       Brian M. Levitt	Director	February 28, 2013
/s/  David G. Maffucci       David G. Maffucci	Director	February 28, 2013

167

Signature	Title	Date
/s/  Robert J. Steacy       Robert J. Steacy	Director	February 28, 2013
/s/  Pamela B. Strobel       Pamela B. Strobel	Director	February 28, 2013
/s/  Denis Turcotte       Denis Turcotte	Director	February 28, 2013

168

EX-10.48

Exhibit 10.48

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of December 20, 2012 by and among Domtar Corporation, a Delaware corporation (the “Company”), Attends Healthcare Products, Inc., a Delaware Corporation (“Attends”), and Michael Fagan (the “Executive”).

W I T N E S S E T H:

WHEREAS, Attends and the Executive previously entered into an employment agreement (the “Prior Agreement”), dated as of August 12, 2011;

WHEREAS, the Prior Agreement was contingent upon, and effective as of, the closing of the sale and purchase of the Shares (as defined therein) contemplated under the Stock Purchase Agreement by and among Attends Healthcare Holdings, LLC, Attends Healthcare, Inc. and the Company, dated as of August 12, 2011 (the “Sale and Purchase Agreement”), pursuant to which the Executive received proceeds from the sale and purchase of the Shares because of the Executive’s indirect ownership of a portion of the Shares.

WHEREAS, part of the consideration paid in return for the Executive entering into the Prior Agreement was the Company’s purchase of the Shares.

WHEREAS, the closing of the sale and purchase of the Shares occurred on August 31, 2011 (the “Closing Date”);

WHEREAS, effective as of the Closing Date, the Company became the indirect owner of all the outstanding shares of capital stock of Attends;

WHEREAS, the Company, Attends and the Executive wish to amend and restate the Prior Agreement to reflect the Executive’s appointment as a member of the management committee of the Company (the “Management Committee”);

WHEREAS, pursuant to the Prior Agreement, the Company granted the Executive performance stock units (“PSUs”) and the Human Resources Committee of the Board of Directors of the Company has approved the removal of the performance conditions to the PSUs subject to the Executive’s agreement to the terms and conditions of this Agreement and the amendment to the Original Grant Agreement (as defined below);

WHEREAS, the Company considers the availability of the Executive’s services to be important to the management and conduct of the Company’s business and desires to secure the availability of the Executive’s services; and

WHEREAS, the Executive is willing to make the Executive’s services available to the Company on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth and intending to be legally bound, the Company and the Executive agree as follows:

1.    Effective Date.    The Prior Agreement became effective on the Closing Date (the “Original Effective Date”). This Agreement is effective as of May 1, 2012 (the “Effective Date”).

2.    Definitions.    The following words and phrases as used in this Agreement shall have the meanings set forth in this Section unless a different meaning is clearly required by the context.

(a) “Affiliate” means any entity with whom the Company would be considered a single employer under Sections 414(b) or 414(c) of the Code except that, in making such determination, “at least fifty (50) percent” will be substituted for “at least eighty (80) percent” each place it appears therein.

(b) “Cause” means (a) the negligent or willful continued failure of the Executive to substantially perform the Executive’s duties with the Company or any Affiliate (other than any such failure resulting from incapacity due to physical or mental illness, but specifically including any material failure by the Executive to meet reasonable performance expectations set forth by the Company or such Affiliate); (b) failure to abide by the reasonable and lawful directives of the Board of Directors or the President and Chief Executive Officer of the Company, provided that in the case of either (a) or (b), (i) the Company or Affiliate provides the Executive with written notice of the Executive’s failure; (ii) the Executive does not reverse or otherwise cure such failure to the extent curable within thirty (30) days of receiving the Company’s or Affiliate’s written objection; and (iii) the Executive is terminated by the Company or such Affiliate within thirty (30) days following the expiration of that cure period; (c) the Executive’s commitment of any act which, if prosecuted, would constitute a felony, or the Executive’s commitment or conviction of, or plea of no contest to, any crime involving dishonesty, fraud or moral turpitude; (d) any conduct by the Executive that causes material harm to the business, standing or reputation of the Company, any Affiliate or the shareholders of the Company; or (e) any material breach by the Executive of the Executive’s obligations under this Agreement.

(c) “Code” means the Internal Revenue Code of 1986, as amended (the “Code”).

(d) “Confidential Information” means any information about the Company or any Affiliate and their employees, customers and/or suppliers which is not generally known outside of the Company or any Affiliate, which the Executive learns of in connection with the Executive’s employment with the Company or any Affiliate, and which would be useful to competitors or the disclosure of which would be damaging to the Company or the Affiliate. Confidential Information may include, but is not necessarily limited to: (A) business and employment policies, marketing methods and the targets of those methods, finances, business plans, promotional materials and price lists; (B) the Company’s or any Affiliate’s manufacturing techniques; (C) the terms upon which the Company or any Affiliate obtains products from their suppliers and sells services and products to customers; (D) the nature, origin, composition and development of the Company’s or the Affiliate’s services and products; and (E) the manner in which the Company or any Affiliate provides products and services to their customers. Confidential Information does not include information that (A) has been voluntarily disclosed to the public by the Company or any Affiliate, except where such public disclosure has been made by the Executive without authorization from the Company or the Affiliate; (B) has been independently developed and disclosed by others; or (C) which has otherwise entered the public domain through lawful means.

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(e) “EBITDA” means earnings before taxes, interest, depreciation and amortization as determined consistent with the methodology established by the Company’s Board of Directors.

(f) “Good Reason” means that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in the Executive’s responsibilities, authority or duties (excluding a change in title or reporting relationship); (ii) a material reduction in the Executive’s base salary and target bonus opportunity (except if any such reduction is part of an across-the-board reduction in base salary rate or target bonus opportunity similarly affecting other employees appointed to the Management Committee by the Board of Directors of the Company); (iii) a change in the geographic location at which the Executive provides services to the Company to a location that is (a) more than fifty (50) miles from the location at which the Executive was stationed previously and (b) farther from the Executive’s primary residence than was the location at which the Executive was stationed previously; or (iv) the material breach of this Agreement by the Company. “Good Reason Process” shall mean that (A) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (B) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (C) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (D) notwithstanding such efforts, the Good Reason condition continues to exist; and (E) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

(g) “Material Contact” means contact in person, by telephone, or by paper or electronic correspondence in furtherance of the Personal Care Business of the Company, and which takes place within the twenty four (24)-month period prior to the termination or cessation of the Executive’s employment hereunder.

(h) “Personal Care Business of the Company” means the production, marketing and sale of (i) adult disposable incontinence products, (ii) non-woven absorbent core solutions, including but not limited to Airlaid Products, and/or (iii) other personal care absorbent products produced, marketed or sold by the Company or its subsidiaries. “Airlaid Products” mean products that are formed by suspending and then dispersing cellulose fibers in an airstream and condensing them from the airstream onto a moving screen by means of a pressure source or vacuum to form an integral sheet of fibers, which then are either subjected to pressure and temperature in a calendaring process resulting in producing a hydrogen bonded integral sheet of air laid paper or which then are bonded utilizing latex binders or thermo plastic fibers or a combination thereof, in order to form an integral sheet of air laid paper.

(i) “Restricted Territory” means, and is limited to, the geographic area described in Exhibit A attached hereto. The Executive acknowledges and agrees that this is the area in which the Company and its Affiliates do business at the time of the execution of this Agreement, and in which the Executive will have responsibility, at a minimum, on behalf of the Company and its Affiliates.

(j) “Trade Secrets” means the trade secrets of the Company or any Affiliate as defined under applicable law.

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3.    Employment and Duties.

(a)    Position.    The Company hereby employs the Executive, and the Executive hereby accepts such employment, as the Senior Vice-President, Personal Care, of the Company, on the terms and subject to the conditions of this Agreement. Executive shall be a member of the Management Committee. The Executive agrees to perform such duties and responsibilities as are customarily performed by persons acting in such capacity or as are assigned to Executive from time to time by the President and Chief Executive Officer of the Company. The Executive acknowledges and agrees that from time to time the President and Chief Executive Officer of the Company may assign Executive additional positions with the Company or its Affiliates, with such title, duties and responsibilities as shall be determined by the Company or its Affiliates. The Executive agrees to serve in any and all such positions without additional compensation. The Executive will report directly to the President and Chief Executive Officer of the Company.

(b)    Duties.    The Executive shall devote the Executive’s best efforts and full professional time and attention to the business and affairs of the Company and its Affiliates. During the Term, Executive shall not serve as a director or principal of any other company or charitable or civic organization without the prior written consent of the President and CEO of the Company with the exception of the positions provided in Exhibit B provided none of the listed positions interferes with the Executive’s duties under this Agreement. The principal place of employment of the Executive shall be the Company’s Personal Care division’s executive offices in Raleigh, North Carolina, subject to reasonable travel on the business of the Company and its Affiliates. The Executive shall be expected to follow and be bound by the terms of the Company’s Code of Business Conduct and Ethics and any and all other applicable policies as the Company from time to time may adopt.

4.    Term.    The term of the Executive’s employment under this Agreement is effective as of the Original Effective Date and will continue through August 31, 2015, unless terminated or extended as hereinafter provided. This Agreement shall be extended for successive one-year periods following the original term (and through each subsequent anniversary thereafter) unless any party notifies the other in writing at least sixty (60) days prior to the end of the original term, or the end of any additional one-year renewal term, that the Agreement shall not be extended beyond its then current term. The term of this Agreement, including any renewal term, is referred to herein as the “Term.” After December 31, 2014, whether or not this Agreement has expired, any severance to which the Executive may be entitled shall be determined under the Domtar Corporation Severance Program for Management Committee Members as in effect from time to time pursuant to its terms but only in the event of circumstances entitling the Executive to severance under such severance program, as it exists at that time.

5.    Compensation.

(a)    Base Salary.    Commencing as of June 25, 2012, the Company shall pay the Executive an annual base salary of $460,800. The annual base salary shall be paid to the Executive in accordance with the established payroll practices of the Company (but no less frequently than monthly) subject to ordinary and lawful deductions. The Board of Directors of the Company, the Human Resources Committee thereof or their designees or the President and Chief Executive Officer of the Company will review the Executive’s base salary from time to time to consider whether any increase should be made. In no event will the Executive’s annual base salary be reduced except for any such reduction which is part of an across-the-board reduction in base salary rate similarly affecting other employees appointed to the Management Committee by the Board of Directors of the Company or the Human Resources Committee thereof.

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(b)    Annual Bonus.    During the Term, the Executive will be eligible to receive an annual target bonus opportunity in an amount equal to one hundred percent (100%) of the Executive’s base salary (with the ability to earn up to at least one hundred and fifty percent (150%) and not more than two hundred percent (200%) of the Executive’s base salary), based upon criteria established by the Human Resources Committee of the Board of Directors of the Company, consistent with the Company’s business plans and objectives; provided, however, that (i) the Executive’s bonus for the period beginning July 1, 2011 and ending December 31, 2011 shall be based on the Company’s achievement of $20,250,000 or more in EBITDA for such period and otherwise consistent generally with the provisions of the Company’s existing annual fiscal year incentive plan as adjusted and prorated to reflect the shortened period, (ii) the Executive’s bonus for 2012 shall be calculated based on a base salary amount of $450,000, and (iii) the Executive’s bonus may be paid pursuant to an award under the Domtar Corporation Annual Incentive Plan that is consistent in all material respects with this Section 5(b). Except as otherwise provided in Section 8(c)(iii), the Executive must be employed at the time of payment to receive an annual bonus. The annual bonus, if any, shall be paid in accordance with the Company’s established payroll practices but in no event, if at all, later than the 15th day of the third month following the end of the applicable year to which the annual bonus relates.

(c)    Retention Bonus.

(i)    Cash Retention Award.    The Executive will be entitled to receive an amount equal to 222.2 percent of the Executive’s base salary as of the Original Effective Date (i.e., $1,000,000), an advance payment of $500,000 of which (the “Advance Retention Payment”) the Company shall pay to the Executive in a lump sum cash payment in December 2012 in respect of the Executive’s continued employment from the Original Effective Date, and the remainder of which (the “Remaining Retention Payment”) shall be payable provided the Executive remains employed continuously with the Company and its Affiliates from the Original Effective Date through December 31, 2014. The Company shall pay the Remaining Retention Payment to the Executive, if owed, in a single lump sum cash payment within thirty (30) days following the date the Executive satisfies the conditions for receiving the Remaining Retention Payment.

(ii)    Equity-Based Retention Award.    The Executive acknowledges that the award of PSUs granted under the Domtar Corporation 2007 Omnibus Incentive Plan to the Executive on September 22, 2011 pursuant to the Performance Stock Unit Agreement, dated as of September 22, 2011 (the “Original Grant Agreement”), is consistent with the terms of, and satisfies the Company’s obligations to grant PSUs to Executive under, Sections 5(c)(ii) of the Prior Agreement. The Executive and the Company agree that the Original Grant Agreement shall be amended to remove the requirement to meet specified EBITDA targets and to provide instead that the award shall become payable provided the Executive remains employed continuously with the Company or its Affiliates from the Original Effective Date through August 31, 2015. The foregoing amendments shall be reflected in an amendment to the Original Grant Agreement under the Domtar Corporation 2007 Omnibus Incentive Plan that is consistent in all material respects with this Section 5(c)(ii). The Company shall deliver the requisite number of shares of Company common stock or, at the discretion of the Company, the cash value thereof, as promptly as possible, but in any event within two and one half months following the date the PSUs become payable.

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(iii)    Notwithstanding the foregoing, if, prior to August 31, 2015, the Executive’s employment with the Company and its Affiliates is terminated by the Company and its Affiliates without Cause or on account of the Executive’s Incapacity (as defined in Section 8(a)), the Executive resigns for Good Reason or the Executive dies, subject to Section 8(e) below, (A) the Executive will be entitled to receive an amount equal to (I) the aggregate cash retention bonus set forth in Section 5(c)(i) multiplied by a fraction, the numerator of which is the number of days from the Original Effective Date through the date of the Executive’s termination of employment by the Company and its Affiliates and the denominator of which is the number of days from the Original Effective Date through December 31, 2014 minus (II) any portion of the cash retention bonus paid prior to such termination, (B) except in the event the Executive’s employment with the Company and its Affiliates terminates on account of the Executive’s death, provided the Executive has remained continuously employed from the Original Effective Date until at least January 1, 2014, the Executive will be entitled to receive that portion of the PSUs granted in accordance with Section 5(c)(ii) which equals the total PSUs granted in accordance with Section 5(c)(ii) multiplied by a fraction the numerator of which is the number of days the Executive remained employed in 2014 and 2015 and the denominator of which is the number of days between January 1, 2014 and August 31, 2015 and (C) in the event the Executive’s employment with the Company and its Affiliates terminates on account of the Executive’s death, the Executive will be entitled to receive all of the PSUs granted in accordance with Section 5(c)(ii). Such payments shall be made within two and one half months following (i) the date of the Executive’s termination of employment with respect to the cash retention bonus and (ii) the earlier of August 31, 2015 or the death of the Executive with respect to the PSUs, subject in each case to Section 8(e) below. None of the PSUs, however, shall become payable in the event the Executive fails to remain employed continuously with the Company and its Affiliates from the Original Effective Date until at least January 1, 2014, other than in the event the Executive’s employment with the Company and its Affiliates terminates on account of the Executive’s death.

(d)    Long-Term Incentive Program.    The Executive shall be eligible to participate in any long-term incentive program that the Company may maintain for the class of employees that includes the Executive, on a basis not less favorable than that provided to such class of employees, subject to the terms and conditions of such program.

6.    Benefits.

(a)    Benefit Programs.    The Executive shall be eligible to participate in any plans, programs or forms of compensation or benefits that the Company provides to the class of employees that includes the Executive, on a basis not less favorable than that provided to such class of employees, including, without limitation, group medical, disability and life insurance, paid time off, retirement plan (both qualified and nonqualified) and personal tax and financial planning, subject to the terms and conditions of such plans, programs or forms of compensation or benefits.

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(b)    Paid Time-Off.    The Executive shall be entitled to five (5) weeks of paid time-off, to be accrued and used in accordance with the normal Company paid time-off policy.

7.    Reimbursement of Business Expenses.    The Company shall reimburse the Executive, subject to presentation of adequate substantiation, including receipts, for the reasonable travel, entertainment, lodging and other business expenses incurred by the Executive in accordance with the Company’s expense reimbursement policy in effect at the time such expenses are incurred. In no event will such reimbursements, if any, be made later than the last day of the year following the year in which the Executive incurs the expense.

8.    Termination of Employment.

(a)    Death or Incapacity.    The Executive’s employment under this Agreement shall terminate automatically upon the Executive’s death. If the Company determines that the Incapacity, as hereinafter defined, of the Executive has occurred, it may terminate the Executive’s employment and this Agreement. “Incapacity” shall mean the inability of the Executive to perform the essential functions of the Executive’s job, with or without reasonable accommodation, for a period of ninety (90) days in the aggregate in any rolling one hundred and eighty (180)-day period.

(b)    Termination by the Company or by the Executive.    The Company may terminate the Executive’s employment during the Term of this Agreement with or without Cause (other than on death or Incapacity), and the Executive may terminate the Executive’s employment for any reason whatsoever, in either case, upon thirty (30) days written notice. The Company may elect to pay the Executive during any applicable notice period (in accordance with the established payroll practices of the Company, no less frequently than monthly) and remove him from active service.

(c)    Termination of the Executive’s Employment On or Before December 31, 2014.

(i)    Death or Incapacity.    If on or before December 31, 2014 the Executive’s employment is terminated by reason of death or Incapacity in accordance with Section 8(a) hereof, the Executive shall be entitled to receive payment of any Accrued Obligations in a lump sum within thirty (30) days after the Executive’s termination of employment unless the plan, policy or program under which the Accrued Obligation is provided provides for a different time of payment in which case the time of payment provided under such plan, policy or program will control. For purposes of this Agreement, “Accrued Obligations” shall mean the sum of (A) the Executive’s annual base salary through Executive’s termination of employment which remains unpaid, (B) the amount, if any, of any annual or retention bonus compensation earned for any completed fiscal year of the Company which is vested but has not yet been paid, (C) any reimbursements for expenses incurred but not yet paid, and (D) any benefits or other amounts, including both cash and stock components, which pursuant to the terms of any plans, policies or programs have been earned or become payable, but which have not yet been paid to the Executive, including payment for any unused paid time-off (but not including amounts that previously had been deferred at the Executive’s request, which amounts will be paid in accordance with the Executive’s existing directions).

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(ii)    By the Company With Cause or By the Executive Without Good Reason.    If on or before December 31, 2014 the Company terminates the Executive’s employment in accordance with Section 8(b) hereof with Cause or the Executive terminates the Executive’s employment without Good Reason in accordance with Section 8(b) hereof, (A) this Agreement shall terminate without any further obligation to the Executive other than payment of any Accrued Obligations in a lump sum within thirty (30) days after the Executive’s termination of employment unless the plan, policy or program under which the Accrued Obligation is provided provides for a different time of payment in which case the time of payment provided under such plan, policy or program will control and (B) if such termination occurs after the Company has paid the Executive the Advance Retention Payment, the Executive shall repay to the Company the full amount of the Advance Retention Payment (for the avoidance of doubt, including any amounts withheld for the payment of taxes) within thirty (30) days after the Executive’s termination of employment.

(iii)    By the Company Without Cause (Other Than on Death or Incapacity) or By the Executive With Good Reason.    If on or before December 31, 2014 the Company terminates the Executive’s employment in accordance with Section 8(b) hereof without Cause (other than on death or Incapacity) or the Executive terminates the Executive’s employment with the Company for Good Reason in accordance with Section 8(b) hereof, this Agreement shall terminate without any further obligation to the Executive other than payment of (i) subject to Sections 8(e), 20 and 21 below, continued base salary for thirty-six (36) months beginning immediately upon the termination of the Executive’s employment, payable in accordance with the established payroll procedures of the Company (but not less frequently than monthly); (ii) any Accrued Obligations in a lump sum within thirty (30) days after the Executive’s termination of employment unless the plan, policy or program under which the Accrued Obligation is provided provides for a different time payment in which case the time of payment provided under such plan, policy or program will control; and (iii) the payments provided in Section 5(c)(iii). In the event the Executive is entitled to salary continuation hereunder, the Company shall also pay the Executive the bonus he would have received under the annual bonus plan for the year of termination if he had continued in employment based on achievement of the applicable performance criteria for the year, multiplied by a fraction, the numerator of which is the total number of days in such calendar year prior to the Executive’s termination of employment and the denominator of which is 365. Such amount shall be paid as promptly as possible but in any event no later than the 15th day of the third month following the end of the calendar year in which the termination of employment occurs.

(d)    Termination of the Executive’s Employment After December 31, 2014.    If after December 31, 2014 the Executive’s employment terminates for any reason whatsoever, this Agreement, if still in existence, shall terminate without any further obligation to the Executive other than for payment of (i) any amounts to which the Executive may be entitled under the Domtar Corporation Severance Program for Management Committee Members as in effect from time to time pursuant to its terms but only in the event of circumstances entitling the Executive to severance under such severance program as it exists at that time, (ii) any Accrued Obligations in a lump sum within thirty (30) days after the Executive’s termination of employment unless the plan, policy or program under which the Accrued Obligation is provided provides for a different time of payment in which case the time of payment provided under such plan, policy or program will control and (iii) if prior to August 31, 2015 the Company terminates the Executive’s employment in accordance with Section 8(b) hereof without Cause (other than on death or Incapacity), the Executive terminates the Executive’s employment with the Company for Good Reason in accordance with Section 8(b) hereof, or the Executive’s employment with the Company and its Affiliates terminates on account of the Executive’s death, the payments provided in Section 5(c)(iii).

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(e)    Release and Waiver.    Notwithstanding any other provision of this Agreement, the Executive’s right to receive salary continuation under Sections 8(c)(iii) upon the termination of the Executive’s employment by the Company without Cause (other than on death or Incapacity) or by the Executive for Good Reason on or before December 31, 2014 and the retention payments under Section 5(c)(iii) of this Agreement upon the termination of the Executive’s employment by the Company without Cause (other than on death or Incapacity) or by the Executive for Good Reason on or before August 31, 2015 is contingent upon and subject to the Executive signing and delivering to the Company a complete general release of all claims in the form attached as Exhibit C and allowing the applicable revocation period required by law to expire without revoking or causing revocation of same, within sixty (60) days following the date of termination of the Executive’s employment. Any salary continuation to be paid under Section 8(c)(iii) of this Agreement and any retention amount to be paid under Section 5(c)(iii) of this Agreement within the sixty (60) days after the Executive’s termination date shall be accumulated and paid in a lump sum on the first payroll period occurring more than sixty (60) days after the Executive’s termination date, provided the Executive delivers the signed release to the Company and the revocation period thereunder expires without the Executive having elected to revoke or cause the revocation of the release. To the extent Executive is entitled to salary continuation under Section 8(d) of this Agreement, such payments shall be contingent upon the Executive signing a complete release as and to the extent required under the Domtar Corporation Severance Program for Management Committee Members as in effect at such time.

9.    Restrictive Covenants.

(a)    Confidentiality.    The Executive agrees that the Executive will not (other than in the performance of the Executive’s duties hereunder), directly or indirectly, use, copy, disclose or otherwise distribute to any other person or entity: (a) any Confidential Information during the period of time the Executive is employed by the Company and for a period of five years thereafter; or (b) any Trade Secret at any time such information constitutes a trade secret under applicable law.

(b)    Non-Competition.    The Executive agrees that during the Executive’s employment with the Company and for a period of two (2) years thereafter, the Executive will not, either for himself or on behalf of any other person or entity, perform activities in the Restricted Territory which are the same as or similar to those performed by the Executive for the Company or any Affiliate, to support any business activities which compete with the Personal Care Business of the Company.

(c)    Non-Solicitation of Customers.    The Executive agrees that during the Executive’s employment with the Company and for a period of two years thereafter, the Executive shall not, directly or indirectly, solicit any actual or prospective customers of the Company or any Affiliate with whom the Executive had Material Contact, for the purpose of selling any products or services which compete with the Personal Care Business of the Company.

(d)    Non-Recruitment of Employees or Contractors.    The Executive agrees that during the Executive’s employment with the Company and for a period of two years thereafter, the Executive will not, directly or indirectly, solicit or attempt to solicit any employee or contractor of the Company or any Affiliate with whom the Executive had Material Contact, to terminate or lessen such employment or contract.

9

(e)    Obligations of the Company.    The Company agrees to provide the Executive with Confidential Information in order to enable the Executive to perform the Executive’s duties hereunder. The covenants of the Executive contained in the covenants of Confidentiality, Non-Competition, Non-Solicitation of Customers and Non-Recruitment of Employees or Contractors set forth in Subsections 9(a) - 9(d) above (“Protective Covenants”) and Section 10 are made by the Executive in consideration for the Company’s (i) agreement to provide Confidential Information to the Executive, (ii) purchase of the Shares pursuant to the Sale and Purchase Agreement, (iii) grant to the Executive of the retention bonus set forth herein and the entitlement as of the Effective Date to acceleration of payment of the Advance Retention Payment, (iv) agreement to the salary continuation provisions set forth herein and (v) the additional compensation and benefits to which the Executive became entitled as of the Effective Date, and are intended to protect the Company’s Confidential Information and the investments the Company makes in training the Executive and developing customer goodwill.

(f)    Acknowledgments.    The Executive hereby acknowledges and agrees that the covenants contained in (a) through (d) of this Section 9 and Section 10 hereof are reasonable as to time, scope and territory given the Company and the Affiliate need to protect their business, customer relationships, personnel, Trade Secrets and Confidential Information. The Executive acknowledges and represents that the Executive has substantial experience and knowledge such that the Executive can readily obtain subsequent employment which does not violate this Agreement.

(g)    Specific Performance.    The Executive acknowledges and agrees that any breach of any of the Protective Covenants or the provisions of Section 10 by him will cause irreparable damage to the Company and its Affiliates, the exact amount of which will be difficult to determine, and that the remedies at law for any such breach will be inadequate. Accordingly, the Executive agrees that, in addition to any other remedy that may be available at law, in equity, or hereunder, the Company shall be entitled to specific performance and injunctive relief, without posting bond or other security, to enforce or prevent any violation of any of the Protective Covenants by him.

10.    Ownership of Work Product.

(a)    Assignment of Inventions.    The Executive will make full written disclosure to the Company, and hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designees, all of the Executive’s right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements or trade secrets, whether or not patentable or registrable under copyright or similar laws, which the Executive may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time the Executive is engaged as an employee of the Company or any of its Affiliates (collectively referred to as “Inventions”) and which (i) are developed using the equipment, supplies, facilities or Confidential Information or Trade Secrets of the Company or any Affiliate, (ii) result from or are suggested by work performed by the Executive for the Company or any Affiliate, or (iii) relate at the time of conception or reduction to the business as conducted by the Company or any Affiliate, or to the actual or demonstrably anticipated research

10

or development of the Company or any Affiliate, will be the sole and exclusive property of the Company or any Affiliate, and the Executive will and hereby does assign all of the Executive’s right, title and interest in such Inventions to the Company and any Affiliate. The Executive further acknowledges that all original works of authorship which are made by him (solely or jointly with others) within the scope of and during the period of the Executive’s employment arrangement with the Company and which are protectible by copyright are “works made for hire,” as that term is defined in the United States Copyright Act.

(b)    Patent and Copyright Registrations.    The Executive agrees to assist the Company and its Affiliates, or their designees, at the Company or the Affiliate’s expense, in every proper way to secure the Company’s or the Affiliate’s rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company and its Affiliates of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company or its Affiliates shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company and its Affiliates, and their successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. The Executive further agrees that the Executive’s obligation to execute or cause to be executed, when it is in the Executive’s power to do so, any such instrument or papers shall continue after the termination of this Agreement.

(c)    Inventions Retained and Licensed.    There are no inventions, original works of authorship, developments, improvements, and trade secrets which were made by the Executive prior to the Executive’s employment with the Company (collectively referred to as “Prior Inventions”), which belong to the Executive, which relate to the Company’s or an Affiliate’s proposed business, products or research and development, and which are not assigned to the Company or any Affiliate hereunder.

(d)    Return of Company Property and Information.    The Executive agrees not to remove any property of the Company or any Affiliate or information from the premises of the Company or any Affiliate, except when authorized by the Company or any Affiliate. The Executive agrees to return all such property and information within seven days following the cessation of the Executive’s employment for any reason. Such property includes, but is not limited to, the original and any copy (regardless of the manner in which it is recorded) of all information provided by the Company or any Affiliate to the Executive or which the Executive has developed or collected in the scope of the Executive’s employment, as well as all issued equipment, supplies, accessories, vehicles, keys, instruments, tools, devices, computers, cell phones, materials, documents, plans, records, notebooks, drawings, or papers. Upon request by the Company, the Executive shall certify in writing that all copies of information subject to this Agreement located on the Executive’s computers or other electronic storage devices have been permanently deleted. Provided, however, the Executive may retain copies of documents relating to any employee benefit plans applicable to the Executive and income records to the extent necessary for the Executive to prepare the Executive’s individual tax returns.

11.    Withholding of Taxes.    The Company and its Affiliates shall withhold from any amounts or benefits payable under this Agreement all federal, state, city or other taxes that they are required to withhold under any applicable law, regulation or ruling.

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12. Modification and Severability.    The terms of this Agreement shall be presumed to be enforceable, and any reading causing unenforceability shall yield to a construction permitting enforcement. If any single covenant or provision in this Agreement shall be found unenforceable, it shall be severed and the remaining covenants and provisions enforced in accordance with the tenor of the Agreement. In the event a court should determine not to enforce a covenant as written due to overbreadth, the parties specifically agree that said covenant shall be enforced to the maximum extent reasonable, whether said revisions are in time, territory, scope of prohibited activities, or other respects.

13. Governing Law.    This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina.

14. Remedies and Forum.    The parties agree that they will not file any action arising out of this Agreement other than in the United States District Court for the Eastern District of North Carolina or the District or Superior Courts of Wake County, North Carolina. Notwithstanding the pendency of any proceeding, either party shall be entitled to injunctive relief in a state or federal court with jurisdiction over Wake County, North Carolina upon a showing of irreparable injury. The parties consent to personal jurisdiction and venue solely within these forums and solely in Wake County, North Carolina and waive all otherwise possible objections thereto. Solely with respect to any action or proceeding arising out of Sections 9 or 10 of this Agreement, the prevailing party shall be entitled to recover its costs and attorney’s fees from the non-prevailing party(ies) in any such proceeding no later than ninety (90) days following the settlement or final resolution of any such proceeding. The existence of any claim or cause of action by the Executive against the Company or any of its Affiliates, including any dispute relating to the termination of this Agreement, shall not constitute a defense to enforcement of said covenants by injunction.

15. Notices.    All written notices required by this Agreement shall be deemed given when delivered personally or sent by registered or certified mail, return receipt requested, or by a nationally-recognized overnight delivery service to the parties at their addresses set forth on the signature page of this Agreement. Each party may, from time to time, designate a different address to which notices should be sent.

16. Amendment.    This Agreement may not be varied, altered, modified or in any way amended except by an instrument in writing executed by the Company and the Executive or their legal representatives.

17. Binding Effect.    This Agreement shall be binding upon the Executive and on the Company, and their successors and assigns effective on the date first above written. The Executive consents to any assignment of this Agreement by the Company, so long as the Company will require any successor to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. If the Executive dies before receiving all payments due under this Agreement, unless expressly otherwise provided hereunder or in a separate plan, program, arrangement or agreement, any remaining payments due after the Executive’s death shall be made to the Executive’s beneficiary designated in writing (provided such writing is executed and dated by the Executive and delivered to the Company in a form acceptable to the Company prior to the Executive’s death) and surviving the Executive or, if none, to the Executive’s estate.

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18. No Construction Against Any Party.    This Agreement is the product of informed negotiations between the Executive and the Company. If any part of this Agreement is deemed to be unclear or ambiguous, it shall be construed as if it were drafted jointly by all parties. The Executive and the Company agree that none of the parties were in a superior bargaining position regarding the substantive terms of this Agreement.

19. Continuing Obligations.    The restrictive covenants and other provisions set forth in Sections 9 through 14 of this Agreement shall survive the expiration of this Agreement and the termination of the Executive’s employment with the Company or its Affiliates.

20. Deferred Compensation Omnibus Provision.    Notwithstanding any other provision of this Agreement, it is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be deferred compensation subject to Section 409A of the Code shall be provided and paid in a manner, and at such time, including without limitation payment and provision of benefits only in connection with the occurrence of a permissible payment event contained in Section 409A (e.g. separation from service from the Company and its affiliates as defined for purposes of Section 409A of the Code), and in such form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non compliance. Notwithstanding any other provision of this Agreement, the Company’s Board of Directors is authorized to amend this Agreement, to amend or void any election made by the Executive under this Agreement and/or to delay the payment of any monies and/or provision of any benefits in such manner as may be determined by it to be necessary or appropriate to comply, or to evidence or further evidence required compliance, with Section 409A of the Code (including any transition or grandfather rules thereunder). For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. If the Executive is a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) and any of the Company’s stock is publicly traded on an established securities market or otherwise, then payment of any amount or provision of any benefit under this Agreement which is considered deferred compensation subject to Section 409A of the Code and payable on account of the Executive’s separation from service shall be deferred for six (6) months after termination of the Executive’s employment or, if earlier, the Executive’s death, to the extent required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). In the event such payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at the Executive’s expense, with the Executive having a right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. For purposes of this Agreement, termination of employment shall mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services the Executive would perform after that date (whether as an employee or independent contractor) would permanently decrease to no more than twenty (20) percent of the average level of bona fide services performed over the immediately preceding 36-month period (or, if lesser, the Executive’s period of service). The parties intend that any payments pursuant to Section 5(c) of this Agreement constitute “short-term deferrals” exempt from Section 409A of the Code.

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21. Mandatory Reduction of Payments in Certain Events.    Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then, prior to the making of any Payment to the Executive, a calculation shall be made comparing (i) the net benefit to the Executive of the Payment after payment of the Excise Tax to (ii) the net benefit to the Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (i) and (ii) of the foregoing sentence shall be made by an independent accounting firm selected by Company and reasonably acceptable to the Executive, at the Company’s expense (the “Accounting Firm”), and the Accounting Firm shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which the Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

22. Entire Agreement.    This Agreement, together with the Original Grant Agreement, as amended, constitute the entire agreement of the parties with respect to the matters addressed herein and it supersedes all other prior agreements and understandings, both written and oral, express or implied, with respect to the subject matter of this Agreement, including, but not limited to, the Prior Agreement. It is further specifically agreed and acknowledged that, except as provided herein, the Executive shall not be entitled to severance payments or benefits under any severance or similar plan, program, arrangement or agreement of or with the Company or any Affiliate for any termination of employment occurring while this Agreement is in effect.

[Signatures are on the following page.]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written herein.

DOMTAR CORPORATION
By:
Its:
	Attn:
ATTENDS HEALTHCARE PRODUCTS, INC.
By:
Its:
	Attn:
EXECUTIVE
Michael Fagan

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EXHIBIT A

RESTRICTED TERRITORY

Applicable States of the United States of America

Alabama

Alaska

Arizona

Arkansas

California

Colorado

Connecticut

Delaware

Florida

Georgia

Hawaii

Idaho

Illinois

Indiana

Iowa

Kansas

Kentucky

Louisiana

Maine

Maryland

Massachusetts

Michigan

Minnesota

Mississippi

Missouri

Montana

Nebraska

Nevada

New Hampshire

New Jersey

New Mexico

New York

The Metropolitan Statistical Area of Greenville,

North Carolina

North Carolina other than the Metropolitan Statistical Area of

Greenville, North Carolina

North Dakota

Ohio

Oklahoma

Oregon

Pennsylvania

Rhode Island

South Carolina

South Dakota

Tennessee

Texas

Utah

Vermont

Virginia

Washington

West Virginia

Wisconsin

Wyoming

Applicable Provinces of Canada

Alberta

British Columbia

Ontario

Quebec

16

EXHIBIT B

OUTSIDE ACTIVITIES

Board of Directors, State of North Carolina Chamber of Commerce

Board of Directors, Pitt County Chamber of Commerce

Board of Directors, Eastern North Carolina Make-A-Wish Foundation

Capital Committee, Ravenscroft School

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EXHIBIT C

WAIVER AND RELEASE

In consideration for the undertakings and promises set forth in that Amended and Restated Employment Agreement, dated as of ____ ___, 2012 (the “Agreement”), among _______________ (“Executive”), Domtar Corporation (“Company”) and Attends Healthcare Products, Inc., Executive (on behalf of himself and his heirs, assigns and successors in interest) unconditionally releases, discharges, and holds harmless Company and its Affiliates (as defined in the Agreement) and their respective officers, directors, employees, agents, insurers, assigns and successors in interest (collectively, “Releasees”) from each and every claim, cause of action, right, liability or demand of any kind and nature, and from any claims which may be derived therefrom (collectively “Released Claims”), that Executive had, has, or might claim to have against Releasees at the time Executive executes this Release, whether presently known or unknown to Executive, including, without limitation, any and all claims:

(a) arising from Executive’s employment, pay, bonuses, vacation or any other benefits, and other terms and conditions of employment or employment practices of Company or any Affiliate;

(b) arising out of or relating to the termination of Executive’s employment with Company or any of its Affiliates or the surrounding circumstances thereof;

(c) based on discrimination and/or harassment on the basis of race, color, religion, sex, national origin, handicap, disability, age or any other category protected by law under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, Executive Order 11246, the Age Discrimination in Employment Act, the Older Workers Benefits Protection Act, the Equal Pay Act, the Americans With Disabilities Act, the Rehabilitation Act of 1973, C.O.B.R.A. (as any of these laws may have been amended) or any other similar labor, employment or anti-discrimination law under state, federal or local law;

(d) based on any contract, tort, whistleblower, personal injury wrongful discharge theory or other common law theory; or

(e) arising under any other written or oral agreements between Executive and Company or any of Company’s Affiliates.

Nothing in this Release, however, shall:

(a) alter or reduce any vested and accrued benefits (if any) the Executive may be entitled to receive under the Agreement or any employee benefit plan in which the Executive participated;

(b) affect the Executive’s right (if any) to elect and pay for continuation of Executive’s health insurance coverage under Company’s health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (C.O.B.R.A.), as amended;

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(c) affect the Executive’s right (if any) to receive (i) any base salary that has accrued through the termination date and is unpaid, (ii) any reimbursable expenses that the Executive has incurred before the termination date but are unpaid and (iii) any unused paid time off days to which the Executive will be entitled to payment, all of which shall be paid as soon as administratively practicable (and in any event within thirty (30) days) after the termination date; or

(d) affect the Executive’s right, if any, to salary continuation or severance payments or the pro rata retention award or bonus for the year of termination as set forth in the Agreement or under the Domtar Corporation Severance Program for Management Committee Members.

Executive covenants not to sue or initiate any claims against any of the Releasees on account of any Released Claim or to incite, assist or encourage other persons or entities to bring claims of any nature whatsoever against Company or Releasees. Executive further covenants not to accept, recover or receive any monetary damages or any other form of relief which may arise out of or in connection with any administrative remedies which may be filed with or pursued independently by any governmental agency or agencies, whether federal, state or local.

Executive hereby acknowledges that Executive has no interest in reinstatement, reemployment or employment with Company or any of its Affiliates, and Executive forever waives any interest in or claim of right to any future employment by Company or any of its Affiliates. Executive further covenants not to apply for future employment with Company or any of its Affiliates or otherwise seek or encourage reinstatement.

By signing this Release, Executive certifies that:

(a) Executive has carefully read and fully understands the provisions of this Release;

(b) Executive was advised by Company in writing, via this Release, to consult with an attorney before signing this Release;

(c) Executive understands that any discussions he may have had with counsel for Company regarding his employment or this Release does not constitute legal advice to him and that he has retained his own independent counsel to render such advice;

(d) Executive understands that this Agreement FOREVER RELEASES Company and any other Releasee from any legal action arising prior to the date of execution of this Release;

(e) In signing this Release, Executive DOES NOT RELY ON AND HAS NOT RELIED ON ANY REPRESENTATION OR STATEMENT (WRITTEN OR ORAL) NOT SPECIFICALLY SET FORTH IN THIS RELEASE OR THE AGREEMENT by Company or any other Releasee, or by any of their agents, representatives, or attorneys with regard to the subject matter, basis, or effect of this Release or otherwise;

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(f) Company hereby allows Executive no less than twenty-one (21) days from its initial presentation to Executive to consider this Release before signing it, should Executive so desire; and

(g) Executive agrees to its terms knowingly, voluntarily and without intimidation, coercion or pressure.

The Executive may revoke this Release within seven (7) calendar days after signing it. To be effective, such revocation must be received in writing by the General Counsel of Company at the offices of Company at _______________. Revocation can be made by hand delivery or facsimile before the expiration of this seven (7) day period.

20

IN WITNESS WHEREOF, the undersigned has executed this Release as of the date set forth below.

“Executive”
	Date

21

EX-12.1

Exhibit 12.1

Domtar Corporation

Computation of ratio of earnings to fixed charges

(In millions of dollars, unless otherwise noted)

	Year ended December 31, 2008			Year ended December 31, 2009		Year ended December 31, 2010		Year ended December 31, 2011		Year ended December 31, 2012
	$			$		$		$		$
Available earnings:
Earnings (loss) before income taxes and equity earnings		(570	)		490		448		505		236
Add fixed charges:
Interest expense incurred		128			115		144		76		75
Amortization of debt expense and discount		5			10		11		7		8
Interest portion of rental expense (1)		13			12		11		11		11
Total earnings (loss) as defined		(424	)		627		614		599		330
Fixed charges:
Interest expense incurred		128			115		144		76		75
Amortization of debt expense and discount		5			10		11		7		8
Interest portion of rental expense (1)		13			12		11		11		11
Total fixed charges		146			137		166		94		94
Ratio of earnings to fixed charges					4.6		3.7		6.4		3.5
Deficiency in the coverage of earnings to fixed charges		570

(1) Interest portion of rental expense is calculated based on the proportion deemed representation of the interest component (i.e. 1/3 of rental expense).

EX-21.1

Exhibit 21.1

DOMTAR CORPORATION—SUBSIDIARY COMPANIES

As of December 31, 2012

Domtar Corporation

Domtar Paper Company, LLC

Domtar Delaware Holdings, LLC

Domtar Delaware Investments Inc.

Domtar Delaware Holdings Inc.

Domtar Luxembourg Investments Sarl

Domtar Italy srl

Domtar Pacific Papers ULC

7726392 Canada Inc.

Domtar (Canada) Paper Inc.

Domtar Pulp and Paper General Partnership (held 0.001% by DCPI and 99.999% by DInc)

Domtar Inc.

Domtar Asia Limited

Brompton Lands Limited

Techni-Therm Inc.

Domtar Expetech Inc.

Domtar International Limited

Domtar Hong Kong Limited (held 46% by DInc. And 54% by DPC, LLC)

Domtar Paper Co., Ltd.

3260787 Nova Scotia Company

3269788 Nova Scotia Company

3260789 Nova Scotia Company

Domtar Financial Holdings, LLC

DPP Luxembourg Branch

Domtar Luxembourg Sarl

Domtar Luxembourg 2 Sarl

Domtar Holdings Sweden AB

Domtar Finance Sweden AB

Domtar Sweden AB

Domtar Acquisition Sweden AB (held 89% by Domtar Finance Sweden AB and

11% by Domtar Sweden AB)

Attends Healthcare Holdings AB

Attends AB

Attends Healthcare AB

Attends AS

Attends Healthcare Ltd

Attends Healthcare Acquisitions Ltd

Attends Healthcare Finance Ltd

Attends Healthcare Holdings Ltd

Attends Healthcare Investments Ltd

Attends Healthcare Group Ltd

Attends GmbH (Germany)

Conforele Hygien GmbH

Attends BVBA

Attends Ltd

Attends OY

Attends BV

Attends GmbH (Switzerland)

Attends GmbH (Austria)

Attends Europe GmbH

DOMTAR CORPORATION—SUBSIDIARY COMPANIES

As of December 31, 2012

Domtar Industries LLC

Domtar Funding Limited Liability Company

E.B. Eddy Paper, Inc.

Ariva Distribution Inc.

Domtar A.W. LLC

Domtar Wisconsin Dam Corp.

Domtar Europe Sprl

Domtar AI Inc.

Attends Healthcare Products, Inc.

EAM Corporation

AFFILIATED COMPANIES – (% held)

Celluforce Inc.		(50%)
Clergue Forest Management Inc.	–	(24%)
Forest Insurance Limited	–	(10%)
Red Lake Forest Management Inc.	–	(50% of class A shares)
Northshore Forest Inc.		(42%)
Vermilion Forest Management Co.		(24.17 class A shares)

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-181154), the Registration Statement on Form S-8 (No. 333-181181) and the Registration Statement on Form S-8 (No. 333-141213) of Domtar Corporation of our report dated February 25, 2013 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Charlotte, North Carolina

February 25, 2013

EX-31.1

Exhibit 31.1

CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John D. Williams, certify that:

1. I have reviewed this annual report on Form 10-K of Domtar Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 28, 2013

/s/    JOHN D. WILLIAMS                

John D. Williams

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION BY THE CHIEF FINANCIAL OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Daniel Buron, certify that:

1. I have reviewed this annual report on Form 10-K of Domtar Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 28, 2013

/s/    DANIEL BURON        

Daniel Buron

Senior Vice-President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT

TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned hereby certifies that to his knowledge, the Company’s Annual Report on Form 10-K for the period ended December 31, 2012 (the “Form 10-K”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/    JOHN D. WILLIAMS        

John D. Williams

President and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION BY THE CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT

TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned hereby certifies that to his knowledge, the Company’s Annual Report on Form 10-K for the period ended December 31, 2012 (the “Form 10-K”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/    DANIEL BURON        

Daniel Buron

Senior Vice-President and Chief Financial Officer

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ACQUISITION OF BUSINESSES (Tables)

12 Months Ended

Dec. 31, 2012

EAM Corporation [Member]

Fair Value of Net Assets Acquired

The table below illustrates the purchase price allocation:

Fair value of net assets acquired at the date of acquisition
Receivables		$	6
Inventory			2
Property, plant and equipment			13
Intangible assets (Note 14)
Customer relationships (1)	19
Technology (2)	8
Non-compete (3)	1
			28
Goodwill (Note 12)			31
Total assets			80
Less: Liabilities
Trade and other payables			4
Deferred income tax liabilities and unrecognized tax benefits			15
Total liabilities			19
Fair value of net assets acquired at the date of acquisition			61

(1) The useful life of the Customer relationships acquired is 30 years.

(2) The useful lives of the Technology acquired are between 7 and 20 years.

(3) The useful life of the Non-compete acquired is 9 years.

Attends Healthcare Limited [Member]

Fair Value of Net Assets Acquired

The table below illustrates the purchase price allocation:

Fair value of net assets acquired at the date of acquisition
Receivables		$	21
Inventory			22
Property, plant and equipment			67
Intangible assets (Note 14)
Trade names (1)	54
Customer relationships (2)	71
			125
Goodwill (Note 12)			71
Total assets			306
Less: Liabilities
Trade and other payables			27
Capital lease obligation			6
Deferred income tax liabilities and unrecognized tax benefits			38
Pension			3
Total liabilities			74
Fair value of net assets acquired at the date of acquisition			232

(1) Indefinite useful life.

(2) The useful life of the Customer relationships acquired is 30 years.

Attends Healthcare Inc. [Member]

Fair Value of Net Assets Acquired

The table below illustrates the purchase price allocation:

Fair value of net assets acquired at the date of acquisition
Receivables		$	12
Inventory			17
Property, plant and equipment			54
Intangible assets (Note 14)
Trade names (1)	61
Customer relationships (2)	93
			154
Goodwill (Note 12)			163
Other assets			4
Total assets			404
Less: Liabilities
Trade and other payables			15
Income and other taxes payable			2
Capital lease obligation			31
Deferred income tax liabilities and unrecognized tax benefits			66
Other liabilities			2
Total liabilities			116
Fair value of net assets acquired at the date of acquisition			288

(1) Indefinite useful life.

(2) The useful life of the Customer relationships acquired is 40 years.

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Segment Disclosures - Long-Lived Assets (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Schedule Of Assets By Geographical Segment Line Items
Long-Lived Assets	$ 3,973	$ 3,826
United States [Member]
Schedule Of Assets By Geographical Segment Line Items
Long-Lived Assets	2,629	2,675
Canada [Member]
Schedule Of Assets By Geographical Segment Line Items
Long-Lived Assets	1,069	1,148
Other foreign countries [Member]
Schedule Of Assets By Geographical Segment Line Items
Long-Lived Assets	$ 275	$ 3

XML

Closure and Restructuring Costs and Liability - Additional Information (Detail) (USD $)	1 Months Ended	3 Months Ended		12 Months Ended						12 Months Ended					3 Months Ended		12 Months Ended		1 Months Ended		12 Months Ended	1 Months Ended					3 Months Ended	1 Months Ended			12 Months Ended	1 Months Ended			3 Months Ended
	Nov. 17, 2010	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012 Multiemployer pension plans [Member]	Dec. 31, 2011 Multiemployer pension plans [Member]	Dec. 31, 2012 Second multiemployer pension plan [Member]	Dec. 31, 2012 Previous closures [Member]	Dec. 31, 2011 Previous closures [Member]	Dec. 31, 2010 Previous closures [Member]	Dec. 31, 2012 Previous closures [Member] Pension Costs [Member]	Dec. 31, 2011 Lebel-sur-Quevillon pulp mill and sawmill [Member]	Jun. 30, 2012 Lebel-sur-Quevillon pulp mill [Member]	Dec. 18, 2008 Lebel-sur-Quevillon pulp mill [Member] Employees	Dec. 31, 2011 Lebel-sur-Quevillon pulp mill [Member] Metric tons [Member] Mg	Dec. 18, 2008 Lebel-sur-Quevillon sawmill [Member] Employees	Mar. 29, 2011 Ashdown, Arkansas pulp and paper mill [Member] t Employees	Mar. 29, 2011 Ashdown, Arkansas pulp and paper mill [Member] Closure of paper machine [Member] Property	Dec. 31, 2011 Plymouth pulp and paper mill [Member]	Feb. 28, 2009 Plymouth pulp and paper mill [Member] Closure of paper machine [Member] Employees	Feb. 28, 2009 Plymouth pulp and paper mill [Member] Closure of paper machine [Member] Tons [Member] T	Nov. 17, 2010 Plymouth, North Carolina mill [Member] Line Mg Instruments	Feb. 28, 2009 Plymouth, North Carolina mill [Member]	Feb. 01, 2011 Forms Plant, Langhorne, Pennsylvania [Member]	Jun. 30, 2010 Cerritos, California [Member]	Mar. 16, 2010 Columbus paper mill [Member] Employees	Mar. 16, 2010 Columbus paper mill [Member] Coated groundwood [Member] Tons [Member] T	Mar. 16, 2010 Columbus paper mill [Member] Thermo-mechanical pulp [Member] Metric tons [Member] Mg	Dec. 31, 2012 Closure and restructuring costs [Member]	Dec. 13, 2012 Kamloops, British Columbia pulp facility [Member]	Dec. 13, 2012 Kamloops, British Columbia pulp facility [Member] Closure of paper machine [Member] Employees	Dec. 13, 2012 Kamloops, British Columbia pulp facility [Member] Closure of paper machine [Member] Tons [Member] T	Mar. 31, 2012 Mira Loma [Member]
Writedown Of Asset And Lease Loss Accrual [Line Items]
Expected withdrawal liability		$ 47,000,000	$ 32,000,000	$ 47,000,000	$ 32,000,000		$ 14,000,000	$ 32,000,000	$ 1,000,000
Estimated withdrawal			9,000,000	16,000,000	41,000,000
Curtailment of manufacturing materials																							293,000						238,000	70,000				120,000
Number of employees affected due to curtailment																						185						219					125
Impairment and write-down	1,000,000	5,000,000		14,000,000	85,000,000	50,000,000								12,000,000													1,000,000	9,000,000				7,000,000			2,000,000
Severance and termination costs				6,000,000	5,000,000	12,000,000				1,000,000	4,000,000	3,000,000		(2,000,000)						1,000,000	(2,000,000)					4,000,000	1,000,000	8,000,000			3,000,000	5,000,000
Inventory obsolescence				5,000,000	2,000,000	9,000,000				1,000,000	1,000,000								1,000,000					1,000,000				8,000,000				4,000,000
Number of employees employed																425		140
Production capacity of pulp machine																	300,000							444,000
Proceeds from sale of assets															1
Number of paper machines shut down																				1
Reduction in annual production capacity of paper																			125,000
Number of employees reduced																			110
Accelerated depreciation																				73,000,000				39,000,000							13,000,000
Converted fluff pump, percentage																									100.00%
Number of fiber lines																								2
Number of fluff pulp machine																								1
Fluff pulp production, percentage																								100.00%
Other costs				3,000,000	4,000,000	6,000,000				3,000,000	4,000,000	6,000,000	2,000,000																		3,000,000
Balance at end of year		10,000,000	6,000,000	10,000,000	6,000,000	17,000,000
Severance and termination costs				$ 7,000,000

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OTHER LIABILITIES AND DEFERRED CREDITS (Tables)

12 Months Ended

Dec. 31, 2012

Components of Other Liabilities and Deferred Credits

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

	December 31, 2012		December 31, 2011
	$		$
Liability—other post-retirement benefit plans (Note 7)		119		111
Pension liability—defined benefit pension plans (Note 7)		188		143
Pension liability—multiemployer plan withdrawal (Note 7)		47		32
Provision for environmental and asset retirement obligations (Note 21)		64		68
Worker’s compensation		2		2
Stock-based compensation—liability awards		27		49
Other		10		12
		457		417

Domtar's Asset Retirement Obligations

The following table reconciles Domtar’s asset retirement obligations:

	December 31, 2012		December 31, 2011
	$		$
Asset retirement obligations, beginning of year		32		43
Revisions to estimated cash flows		—		(1	)
Sale of closed facility(1)		—		(10	)
Settlements		—		(1	)
Accretion expense		1		2
Effect of foreign currency exchange rate change		—		(1	)
Asset retirement obligations, end of year		33		32

(1) The sale of facility relates to the sale of Prince Albert in 2011.

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PROPERTY, PLANT AND EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2012

Components of Property, Plant and Equipment

The following table presents the components of property, plant and equipment:

	Range of useful lives		December 31, 2012			December 31, 2011
			$			$
Machinery and equipment		3-20		7,392			7,164
Buildings and improvements		10-40		992			934
Timber limits and land				270			264
Assets under construction				139			86
				8,793			8,448
Less: Allowance for depreciation and amortization				(5,392	)		(4,989	)
				3,401			3,459

XML

Other Liabilities and Deferred Credits - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Asset Retirement Obligations [Line Items]
Present value of asset retirement obligations	$ 33	$ 32	$ 43
Undiscounted cash outflows	$ 79	$ 80
Asset retirement obligation, expected settlement date	2033-12-31
Maximum [Member]
Asset Retirement Obligations [Line Items]
Asset retirement obligation, expected settlement date	2051-12-31
Credit adjusted risk-free rates used to evaluate the present value of asset retirement obligations	12.00%
Minimum [Member]
Asset Retirement Obligations [Line Items]
Credit adjusted risk-free rates used to evaluate the present value of asset retirement obligations	5.50%

XML

Stock-Based Compensation - Assumptions Used in Calculating Fair Value of Options Granted (Detail)	12 Months Ended
	Dec. 31, 2010 Black-Scholes Based Option Pricing Model [Member]	Dec. 31, 2012 Monte Carlo Simulation [Member]	Dec. 31, 2011 Monte Carlo Simulation [Member]	Dec. 31, 2012 Monte Carlo Simulation [Member] One year [Member]	Dec. 31, 2011 Monte Carlo Simulation [Member] One year [Member]	Dec. 31, 2012 Monte Carlo Simulation [Member] Three years [Member]	Dec. 31, 2011 Monte Carlo Simulation [Member] Three years [Member]	Dec. 31, 2011 Monte Carlo Simulation [Member] December 31, 2011 [Member]	Dec. 31, 2012 Monte Carlo Simulation [Member] December 31, 2012 [Member]	Dec. 31, 2011 Monte Carlo Simulation [Member] December 31, 2012 [Member]	Dec. 31, 2012 Monte Carlo Simulation [Member] December 31, 2013 [Member]	Dec. 31, 2011 Monte Carlo Simulation [Member] December 31, 2013 [Member]	Dec. 31, 2012 Monte Carlo Simulation [Member] December 31, 2014 [Member]
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Method Used [Line Items]
Dividend yield	0.00%	1.383%	0.87%
Expected volatility	75.00%			38.00%	36.00%	66.00%	86.00%
Risk-free interest rate	3.00%							0.411%	0.993%	0.869%	0.662%	1.388%	0.711%
Expected life	7 years

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Shareholders' Equity - Changes in Number of Outstanding Common Stock and Their Aggregate Stated Value (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Shareholders' Equity [Line Items]
Balance at beginning of year, Number of shares	36,131,200	41,635,174
Balance at beginning of year
Treasury stock, Number of shares	(1,909,760)	(5,710,675)
Balance at end of year, Number of shares	34,238,604	36,131,200
Balance at end of year
Options [Member]
Shareholders' Equity [Line Items]
Shares issued, Number of shares	5,870	13,115
Shares issued
Conversion of exchangeable shares [Member]
Shareholders' Equity [Line Items]
Shares issued, Number of shares	11,294	193,586
Shares issued

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SHAREHOLDERS' EQUITY (Tables)

12 Months Ended

Dec. 31, 2012

Changes in Number of Outstanding Common Stock and Their Aggregate Stated Value

The changes in the number of outstanding common stock and their aggregate stated value during the years ended December 31, 2012 and December 31, 2011, were as follows:

	December 31, 2012					December 31, 2011
Common stock	Number of shares			$		Number of shares			$
Balance at beginning of year		36,131,200			—		41,635,174			—
Shares issued
Stock options		5,870			—		13,115			—
Conversion of exchangeable shares		11,294			—		193,586			—
Treasury stock (1)		(1,909,760	)		—		(5,710,675	)		—
Balance at end of year		34,238,604			—		36,131,200			—

(1) During 2012, the Company repurchased 2,000,925 shares (2011—5,921,732) and issued 91,165 shares (2011—211,057) out of Treasury stock in conjunction with the exercise of stock-based compensation awards.

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Pension Plans and Other Post-Retirement Benefit Plans - Allocation of Plan Assets, Based on Fair Value of Assets Held and Target Allocation (Parenthetical) (Detail)	Dec. 31, 2012	Dec. 31, 2011
Defined Benefit Plan Disclosure [Line Items]
Percentage of plan assets	100.00%	100.00%
U.S. plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Percentage of plan assets	15.00%
Canadian Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Percentage of plan assets	85.00%

XML

Goodwill - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Impairment Charges [Line Items]
Accumulated impairment loss	$ 321	$ 321

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INVENTORIES (Tables)

12 Months Ended

Dec. 31, 2012

Components of Inventories

The following table presents the components of inventories:

	December 31, 2012		December 31, 2011
	$		$
Work in process and finished goods		381		363
Raw materials		112		105
Operating and maintenance supplies		182		184
		675		652

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SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

12 Months Ended

Feb. 12, 2013

SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

NOTE 24.

SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

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

The following supplemental condensed consolidating financial information sets forth, on an unconsolidated basis, the Balance Sheets at December 31, 2012 and December 31, 2011 and the Statements of Earnings and Comprehensive Income and Cash Flows for the years ended December 31, 2012, December 31, 2011 and December 31, 2010 for Domtar Corporation (the “Parent”), and on a combined basis for the Guarantor Subsidiaries and, on a combined basis, the Non-Guarantor Subsidiaries. The supplemental condensed consolidating financial information reflects the investments of the Parent in the Guarantor Subsidiaries, as well as the investments of the Guarantor Subsidiaries in the Non-Guarantor Subsidiaries, using the equity method. The 2010 comparative figures have been retrospectively adjusted to reflect the fact that Domtar Delaware Investments Inc. and Domtar Delaware Holdings, LLC both became Guarantor subsidiaries in June 2011.

CONDENSED CONSOLIDATING STATEMENT OF EARNINGS AND COMPREHENSIVE INCOME	Year ended December 31, 2012
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	$			$			$			$			$
Sales		—			4,550			1,918			(986	)		5,482
Operating expenses
Cost of sales, excluding depreciation and amortization		—			3,682			1,625			(986	)		4,321
Depreciation and amortization		—			298			87			—			385
Selling, general and administrative		29			285			44			—			358
Impairment and write-down of property, plant and equipment and intangible assets		—			7			7			—			14
Closure and restructuring costs		—			19			11			—			30
Other operating loss (income), net		—			(16	)		23			—			7
		29			4,275			1,797			(986	)		5,115
Operating income (loss)		(29	)		275			121			—			367
Interest expense (income), net		137			19			(25	)		—			131
Earnings (loss) before income taxes and equity earnings		(166	)		256			146			—			236
Income tax expense (benefit)		(65	)		90			33			—			58
Equity loss, net of taxes		—			—			6			—			6
Share in earnings of equity accounted investees		273			107			—			(380	)		—
Net earnings		172			273			107			(380	)		172
Other comprehensive income (loss)		2			(2	)		(54	)		—			(54	)
Comprehensive income		174			271			53			(380	)		118

CONDENSED CONSOLIDATING STATEMENT OF EARNINGS AND COMPREHENSIVE INCOME	Year ended December 31, 2011
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	$			$			$			$			$
Sales		—			4,719			1,824			(931	)		5,612
Operating expenses
Cost of sales, excluding depreciation and amortization		—			3,672			1,430			(931	)		4,171
Depreciation and amortization		—			274			102			—			376
Selling, general and administrative		28			330			(18	)		—			340
Impairment and write-down of property, plant and equipment		—			73			12			—			85
Closure and restructuring costs		—			51			1			—			52
Other operating loss (income), net		—			(9	)		5			—			(4	)
		28			4,391			1,532			(931	)		5,020
Operating income (loss)		(28	)		328			292			—			592
Interest expense (income), net		98			14			(25	)		—			87
Earnings (loss) before income taxes and equity earnings		(126	)		314			317			—			505
Income tax expense (benefit)		(56	)		118			71			—			133
Equity loss, net of taxes		—			—			7			—			7
Share in earnings of equity accounted investees		435			239			—			(674	)		—
Net earnings		365			435			239			(674	)		365
Other comprehensive income (loss)		(1	)		(25	)		(38	)		—			(64	)
Comprehensive income		364			410			201			(674	)		301

	Year ended December 31, 2010
CONDENSED CONSOLIDATING STATEMENT OF EARNINGS AND COMPREHENSIVE INCOME	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	$			$			$			$			$
Sales		—			4,826			1,962			(938	)		5,850
Operating expenses
Cost of sales, excluding depreciation and amortization		—			3,805			1,550			(938	)		4,417
Depreciation and amortization		—			287			108			—			395
Selling, general and administrative		28			333			(23	)		—			338
Impairment and write-down of property, plant and equipment		—			50			—			—			50
Closure and restructuring costs		—			19			8			—			27
Other operating loss (income), net		7			(14	)		27			—			20
		35			4,480			1,670			(938	)		5,247
Operating income (loss)		(35	)		346			292			—			603
Interest expense (income), net		153			11			(9	)		—			155
Earnings (loss) before income taxes		(188	)		335			301			—			448
Income tax expense (benefit)		(164	)		98			(91	)		—			(157	)
Share in earnings of equity accounted investees		629			392			—			(1,021	)		—
Net earnings		605			629			392			(1,021	)		605
Other comprehensive income		1			31			(26	)		—			6
Comprehensive income		606			660			366			(1,021	)		611

	December 31, 2012
CONDENSED CONSOLIDATING BALANCE SHEET	Parent		Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	$		$			$			$			$
Assets
Current assets
Cash and cash equivalents		275		72			314			—			661
Receivables		—		393			169			—			562
Inventories		—		472			203			—			675
Prepaid expenses		7		7			10			—			24
Income and other taxes receivable		34		—			14			—			48
Intercompany accounts		433		3,501			12			(3,946	)		—
Deferred income taxes		—		30			17			(2	)		45
Total current assets		749		4,475			739			(3,948	)		2,015
Property, plant and equipment, at cost		—		5,755			3,038			—			8,793
Accumulated depreciation		—		(3,500	)		(1,892	)		—			(5,392	)
Net property, plant and equipment		—		2,255			1,146			—			3,401
Goodwill		—		194			69			—			263
Intangible assets, net of amortization		—		180			129			—			309
Investments in affiliates		7,208		2,018			—			(9,226	)		—
Intercompany long-term advances		6		85			489			(580	)		—
Other assets		30		—			119			(14	)		135
Total assets		7,993		9,207			2,691			(13,768	)		6,123
Liabilities and shareholders’ equity
Current liabilities
Bank indebtedness		—		18			—			—			18
Trade and other payables		43		380			223			—			646
Intercompany accounts		3,492		398			56			(3,946	)		—
Income and other taxes payable		4		9			4			(2	)		15
Long-term debt due within one year		47		27			5			—			79
Total current liabilities		3,586		832			288			(3,948	)		758
Long-term debt		1,107		8			13			—			1,128
Intercompany long-term loans		444		130			6			(580	)		—
Deferred income taxes and other		—		873			44			(14	)		903
Other liabilities and deferred credits		27		156			274			—			457
Shareholders’ equity		2,829		7,208			2,066			(9,226	)		2,877
Total liabilities and shareholders’ equity		7,993		9,207			2,691			(13,768	)		6,123

	December 31, 2011
CONDENSED CONSOLIDATING BALANCE SHEET	Parent		Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	$		$			$			$			$
Assets
Current assets
Cash and cash equivalents		91		2			351			—			444
Receivables		—		456			188			—			644
Inventories		—		475			177			—			652
Prepaid expenses		6		5			11			—			22
Income and other taxes receivable		20		1			26			—			47
Intercompany accounts		349		3,198			53			(3,600	)		—
Deferred income taxes		5		61			59			—			125
Total current assets		471		4,198			865			(3,600	)		1,934
Property, plant and equipment, at cost		—		5,581			2,867			—			8,448
Accumulated depreciation		—		(3,230	)		(1,759	)		—			(4,989	)
Net property, plant and equipment		—		2,351			1,108			—			3,459
Goodwill		—		163			—			—			163
Intangible assets, net of amortization		—		162			42			—			204
Investments in affiliates		6,933		1,952			—			(8,885	)		—
Intercompany long-term advances		6		79			431			(516	)		—
Other assets		21		1			97			(10	)		109
Total assets		7,431		8,906			2,543			(13,011	)		5,869
Liabilities and shareholders’ equity
Current liabilities
Bank indebtedness		—		7			—			—			7
Trade and other payables		37		425			226			—			688
Intercompany accounts		3,196		370			34			(3,600	)		—
Income and other taxes payable		4		10			3			—			17
Long-term debt due within one year		—		4			—			—			4
Total current liabilities		3,237		816			263			(3,600	)		716
Long-term debt		790		35			12			—			837
Intercompany long-term loans		431		85			—			(516	)		—
Deferred income taxes and other		—		916			21			(10	)		927
Other liabilities and deferred credits		50		133			234			—			417
Shareholders’ equity		2,923		6,921			2,013			(8,885	)		2,972
Total liabilities and shareholders’ equity		7,431		8,906			2,543			(13,011	)		5,869

	Year ended December 31, 2012
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	$			$			$			$			$
Operating activities
Net earnings		172			273			107			(380	)		172
Changes in operating and intercompany assets and liabilities and non-cash items, included in net earnings		(87	)		(67	)		153			380			379
Cash flows provided from operating activities		85			206			260			—			551
Investing activities
Additions to property, plant and equipment		—			(182	)		(54	)		—			(236	)
Proceeds from disposals of property, plant and equipment		—			1			48			—			49
Acquisition of businesses, net of cash acquired		—			(61	)		(232	)		—			(293	)
Investment in joint venture		—			—			(6	)		—			(6	)
Cash flows used for investing activities		—			(242	)		(244	)		—			(486	)
Financing activities
Dividend payments		(58	)		—			—			—			(58	)
Net change in bank indebtedness		—			11			—			—			11
Issuance of long-term debt		548			—			—			—			548
Repayment of long-term debt		(186	)		(5	)		(1	)		—			(192	)
Stock repurchase		(157	)		—			—			—			(157	)
Increase in long-term advances to related parties		(47	)		—			(52	)		99			—
Decrease in long-term advances to related parties		—			99			—			(99	)		—
Other		(1	)		1			—			—			—
Cash flows provided from (used for) financing activities		99			106			(53	)		—			152
Net increase (decrease) in cash and cash equivalents		184			70			(37	)		—			217
Cash and cash equivalents at beginning of year		91			2			351			—			444
Cash and cash equivalents at end of year		275			72			314			—			661

	Year ended December 31, 2011
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	$			$			$			$			$
Operating activities
Net earnings		365			435			239			(674	)		365
Changes in operating and intercompany assets and liabilities and non-cash items, included in net earnings		10			(330	)		164			674			518
Cash flows provided from operating activities		375			105			403			—			883
Investing activities
Additions to property, plant and equipment		—			(103	)		(41	)		—			(144	)
Proceeds from disposals of property, plant and equipment		—			16			18			—			34
Proceeds from sale of business		—			10			—			—			10
Acquisition of business, net of cash acquired		—			(288	)		—			—			(288	)
Investment in joint venture		—			—			(7	)		—			(7	)
Cash flows used for investing activities		—			(365	)		(30	)		—			(395	)
Financing activities
Dividend payments		(49	)		—			—			—			(49	)
Net change in bank indebtedness		—			(12	)		(4	)		—			(16	)
Repayment of long-term debt		(15	)		(3	)		—			—			(18	)
Premium paid on debt repurchases and tender offer costs		(7	)		—			—			—			(7	)
Stock repurchase		(494	)		—			—			—			(494	)
Increase in long-term advances to related parties		(40	)		—			(187	)		227			—
Decrease in long-term advances to related parties		—			227			—			(227	)		—
Other		10			—			—			—			10
Cash flows provided from (used for) financing activities		(595	)		212			(191	)		—			(574	)
Net increase (decrease) in cash and cash equivalents		(220	)		(48	)		182			—			(86	)
Cash and cash equivalents at beginning of year		311			50			169			—			530
Cash and cash equivalents at end of year		91			2			351			—			444

	Year ended December 31, 2010
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	$			$			$			$			$
Operating activities
Net earnings		605			629			392			(1,021	)		605
Changes in operating and intercompany assets and liabilities and non-cash items, included in net earnings		205			(560	)		(105	)		1,021			561
Cash flows provided from operating activities		810			69			287			—			1,166
Investing activities
Additions to property, plant and equipment		—			(134	)		(19	)		—			(153	)
Proceeds from disposals of property, plant and equipment		—			6			20			—			26
Proceeds from sale of businesses and investments		—			44			141			—			185
Cash flows provided from (used for) investing activities		—			(84	)		142			—			58
Financing activities
Dividend payments		(21	)		—			—			—			(21	)
Net change in bank indebtedness		—			(8	)		(11	)		—			(19	)
Repayment of long-term debt		(896	)		(2	)		—			—			(898	)
Debt issue and tender offer costs		(35	)		—			—			—			(35	)
Stock repurchase		(44	)		—			—			—			(44	)
Prepaid and premium on structured stock repurchase, net		2			—			—			—			2
Increase in long-term advances to related parties		—			(8	)		(253	)		261			—
Decrease in long-term advances to related parties		261			—			—			(261	)		—
Other		(3	)		—			—			—			(3	)
Cash flows used for financing activities		(736	)		(18	)		(264	)		—			(1,018	)
Net increase (decrease) in cash and cash equivalents		74			(33	)		165			—			206
Cash and cash equivalents at beginning of year		237			83			4			—			324
Cash and cash equivalents at end of year		311			50			169			—			530

XML

Pension Plans and Other Post-Retirement Benefit Plans - Funded Status of Plans (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Defined Benefit Plan Disclosure [Line Items]
Fair value of assets at end of year	$ 1,767	$ 1,665
Pension plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Accrued benefit obligation at end of year	(1,914)	(1,755)	(1,636)
Fair value of assets at end of year	1,767	1,665	1,572
Funded status	(147)	(90)
Other post-retirement benefit plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Accrued benefit obligation at end of year	(124)	(113)	(114)
Fair value of assets at end of year
Funded status	$ (124)	$ (113)

XML

Long-Term Debt - Principal Long-Term Debt Repayments, Including Capital Lease Obligations (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012
Debt And Capital Lease Obligations [Line Items]
Debt discount	$ 2

XML

Commitments and Contingencies - Changes in Reserve for Environmental Remediation and Asset Retirement Obligations (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Accrued Environmental Remediation Costs [Line Items]
Balance at beginning of year	$ 92	$ 107
Additions	2	7
Sale of business and closed facility	(2)	(11)
Environmental spending	(11)	(13)
Accretion	1	3
Effect of foreign currency exchange rate change	1	(1)
Balance at end of year	$ 83	$ 92

XML

Derivatives and Hedging Activities and Fair Value Measurement - Effect of Derivative Instruments on Consolidated Statements of Earnings and Comprehensive Income and Consolidated Statements of Shareholders' Equity, Net of Tax (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Derivative Instruments, Gain (Loss) [Line Items]
Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives (Effective Portion)		$ (13)	$ (4)
Gain (Loss) Reclassified from Other Comprehensive Income (Loss) into Income (Effective Portion)	(8)	1	2
Natural gas swap contracts [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives (Effective Portion)	(2)	(7)	(8)
Gain (Loss) Reclassified from Other Comprehensive Income (Loss) into Income (Effective Portion)	(6)	(6)	(9)
Currency options [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives (Effective Portion)	4	(6)	4
Gain (Loss) Reclassified from Other Comprehensive Income (Loss) into Income (Effective Portion)	(2)	7	11
Net investment hedge [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives (Effective Portion)	(2)
Gain (Loss) Reclassified from Other Comprehensive Income (Loss) into Income (Effective Portion)

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Earnings Per Share - Securities That Could Potentially Diluted Basic Earnings Per Share in Future (Detail) (Options [Member])	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of earnings per share amount	105,205	168,692	380,214

XML

Pension Plans and Other Post-Retirement Benefit Plans - Changes in Level 3 Fair Value Measurements of Plan Assets (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Defined Benefit Plan Disclosure [Line Items]
Fair value of assets at end of year	$ 1,767	$ 1,665
Insurance contracts [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of assets at end of year	7
Significant Unobservable Inputs (Level 3) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of assets at beginning of year	205	214
Settlements	(30)	(8)
Transfers out	(177)
Return on plan assets	41	3
Effect of foreign currency exchange rate change	4	(4)
Fair value of assets at end of year	43	205
Significant Unobservable Inputs (Level 3) [Member] | ABN Montreal Accord [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of assets at beginning of year	178	193
Settlements	(29)	(8)
Transfers out	(177)
Return on plan assets	40	(3)
Effect of foreign currency exchange rate change	4	(4)
Fair value of assets at end of year	16	178
Significant Unobservable Inputs (Level 3) [Member] | ABN Outside Montreal Accord [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of assets at beginning of year	27	21
Settlements	(8)
Return on plan assets	1	6
Fair value of assets at end of year	20	27
Significant Unobservable Inputs (Level 3) [Member] | Insurance contracts [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of assets at beginning of year
Settlements	7
Transfers out
Return on plan assets
Effect of foreign currency exchange rate change
Fair value of assets at end of year	$ 7

XML

DERIVATIVES AND HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENT (Tables)

12 Months Ended

Dec. 31, 2012

Derivative Financial Instruments for Natural Gas Contracts Outstanding

The following table presents the volumes under derivative financial instruments for natural gas contracts outstanding as of December 31, 2012 to hedge forecasted purchases:

Commodity	Notional contractual quantity under derivative contracts				Notional contractual value under derivative contracts (in millions of dollars)		Percentage of forecasted purchases under derivative contracts for
							2013			2014			2015			2016
Natural gas		13,320,000	MMBTU	(1)	$	56		31	%		34	%		15	%		12	%

(1) MMBTU: Millions of British thermal units

Currency Values Under Contracts Pursuant to Currency Options Outstanding

The following table presents the currency values under contracts pursuant to currency options outstanding as of December 31, 2012 to hedge forecasted purchases, forecasted sales and the net investment:

Contract		Notional contractual value		Percentage of forecasted  net exposures under contracts for
				2013
Currency options purchased	CDN	$	425		50	%
	EUR	€	176		92	%
	USD	$	34		100	%
	GBP	£	19		93	%
Currency options sold	CDN	$	425		50	%
	EUR	€	76		40	%
	USD	$	34		100	%
	GBP	£	19		93	%

Effect of Derivative Instruments on Consolidated Statements of Earnings and Comprehensive Income and Consolidated Statement of Shareholders' Equity

Derivatives Designated as Cash Flow and Net Investment Hedging Instruments under the Derivatives and Hedging Topic of FASB ASC	Gain (Loss) Recognized in Other comprehensive income (loss) on Derivatives (Effective Portion)									Gain (Loss) Reclassified from Other comprehensive income (loss) into Income (Effective Portion)
	For the year ended									For the year ended
	December 31, 2012			December 31, 2011			December 31, 2010			December 31, 2012			December 31, 2011			December 31, 2010
	$			$			$			$			$			$
Natural gas swap contracts (a)		(2	)		(7	)		(8	)		(6	)		(6	)		(9	)
Currency options (b)		4			(6	)		4			(2	)		7			11
Net investment hedge (c)		(2	)		—			—			—			—			—
Total		—			(13	)		(4	)		(8	)		1			2

(a) The Gain (Loss) reclassified from Other comprehensive income (loss) into Income (Effective Portion) is recorded in Cost of Sales.

(b) The Gain (Loss) reclassified from Other comprehensive income (loss) into Income (Effective Portion) is recorded in Cost of Sales or Sales.

(c) Gains and losses from the settlements of the Company’s net investment hedge remain in Other comprehensive income (loss) until partial or complete liquidation of the net investment.

Fair Value of Financial Instruments

The following tables present information about the Company’s financial assets and financial liabilities measured at fair value on a recurring basis (except Long-term debt, see (c) below) for the years ended December 31, 2012 and December 31, 2011, in accordance with the accounting standards for fair value measurements and disclosures and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.

Fair Value of financial instruments at:	December 31, 2012		Quoted prices  in active markets for identical assets (Level 1)		Significant observable inputs (Level 2)		Significant unobservable inputs (Level 3)			Balance sheet classification
	$		$		$		$
Derivatives designated as cash flow and net investment hedging instruments under the Derivatives and Hedging Topic of FASB ASC:
Asset derivatives
Currency options		6		—		6		—	(a)	Prepaid expenses
Natural gas swap contracts		1		—		1		—	(a)	Intangible assets and Deferred Charges
Total Assets		7		—		7		—
Liabilities derivatives
Currency options		5		—		5		—	(a)	Trade and other payables
Natural gas swap contracts		4		—		4		—	(a)	Trade and other payables
Natural gas swap contracts		1		—		1		—	(a)	Other liabilities and deferred credits
Total Liabilities		10		—		10		—
Other Instruments
Asset backed notes		6		—		5		1	(b)	Other assets
Long-term debt		1,360		1,360		—		—	(c)	Long-term debt

The cumulative loss recorded in Other comprehensive income (loss) relating to natural gas contracts of $4 million at December 31, 2012, will be recognized in Cost of sales upon maturity of the derivatives over the next 12 months at the then prevailing values, which may be different from those at December 31, 2012.

The cumulative gain recorded in Other comprehensive income (loss) relating to currency options hedging forecasted purchases of $1 million at December 31, 2012, will be recognized in Cost of sales or Sales upon maturity of the derivatives over the next 12 months at the then prevailing values, which may be different from those at December 31, 2012.

Fair Value of financial instruments at:	December 31, 2011		Quoted prices in active markets for identical assets (Level 1)		Significant observable inputs (Level 2)		Significant unobservable inputs (Level 3)				Balance sheet classification
	$		$		$		$
Derivatives designated as cash flow and net investment hedging instruments under the Derivatives and Hedging Topic of FASB ASC:
Asset derivatives
Currency options		7		—		7		—	(a)		Prepaid expenses
Total Assets		7		—		7		—
Liabilities derivatives
Currency options		11		—		11		—	(a	)	Trade and other payables
Natural gas swap contracts		8		—		8		—	(a	)	Trade and other payables
Natural gas swap contracts		3		—		3		—	(a	)	Other liabilities and deferred credits
Total Liabilities		22		—		22		—
Other Instruments:
Asset backed notes		5		—		—		5	(d	)	Other assets
Long-term debt		992		992		—		—	(c	)	Long-term debt

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

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

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

(b) ABN is reported at fair value utilizing Level 2 or Level 3 inputs. Fair value of ABN reported under Level 2 is based on current market quotes. Fair value of ABN reported under Level 3 is based on the value of the collateral investments held in the conduit issuer, reduced by the negative value of credit default derivatives, with an additional discount applied for illiquidity.

(c) Fair value of the Company’s long-term debt is measured by comparison to market prices of its debt. In accordance with US GAAP, the Company’s long-term debt is not carried at fair value on the Consolidated Balance Sheets at December 31, 2012 and December 31, 2011. However, fair value disclosure is required. The carrying value of the Company’s long-term debt is $1,207 million and $841 million at December 31, 2012 and December 31, 2011, respectively.

(d) Fair value of ABN is classified under Level 3 and is mainly based on a financial model incorporating uncertainties regarding return, credit spreads, the nature and credit risk of underlying assets, the amounts and timing of cash inflows and the limited market for the notes at December 31, 2011.

Beginning and Ending Balances Measured at Fair Value on Recurring Basis

The following table reconciles the beginning and ending balances of ABN measured at fair value on a recurring basis using significant unobservable (Level 3) inputs during the reported periods.

	Asset backed notes
Balance at January 1, 2011		6
Settlements		(1	)
Balance at December 31, 2011		5
Balance at January 1, 2012		5
Net unrealized gains included in earnings (a)		1
Transfer out of Level 3 (b)		(5	)
Balance at December 31, 2012		1

(a) Earnings effect is primarily included in Other operating loss (income), net in the Consolidated Statement of Earnings and Comprehensive Income.

(b) Transfers out of Level 3 are considered to occur at the end of the period. ABN were reclassified to Level 2 from Level 3 as a result of increased trading activity and the presence of observable market quotes for these assets.

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Intangible Assets - Amortization Expense Related to Intangible Assets (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012
Estimated Amortization Expense [Line Items]
Amortization expense related to intangible assets, 2013	$ 8
Amortization expense related to intangible assets, 2014	8
Amortization expense related to intangible assets, 2015	6
Amortization expense related to intangible assets, 2016	6
Amortization expense related to intangible assets, 2017	$ 6

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Derivatives and Hedging Activities and Fair Value Measurement - Fair Value of Financial Instruments (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Derivative [Line Items]
Total Assets	$ 7	$ 7
Total Liabilities	10	22
Long-term debt [Member]
Derivative [Line Items]
Long-term debt	1,360	992
Currency options [Member] | Prepaid expenses [Member]
Derivative [Line Items]
Total Assets	6	7
Currency options [Member] | Trade and other payables [Member]
Derivative [Line Items]
Total Liabilities	5	11
Natural gas swap contracts [Member] | Intangible assets and deferred charges [Member]
Derivative [Line Items]
Total Assets	1
Natural gas swap contracts [Member] | Trade and other payables [Member]
Derivative [Line Items]
Total Liabilities	4	8
Natural gas swap contracts [Member] | Other liabilities and deferred credits [Member]
Derivative [Line Items]
Total Liabilities	1	3
Commercial paper [Member] | Other assets [Member]
Derivative [Line Items]
Asset backed notes	6	5
Fair Value, Inputs, Level 1 [Member]
Derivative [Line Items]
Total Assets
Total Liabilities
Fair Value, Inputs, Level 1 [Member] | Long-term debt [Member]
Derivative [Line Items]
Long-term debt	1,360	992
Fair Value, Inputs, Level 1 [Member] | Currency options [Member] | Prepaid expenses [Member]
Derivative [Line Items]
Total Assets
Fair Value, Inputs, Level 1 [Member] | Currency options [Member] | Trade and other payables [Member]
Derivative [Line Items]
Total Liabilities
Fair Value, Inputs, Level 1 [Member] | Natural gas swap contracts [Member] | Intangible assets and deferred charges [Member]
Derivative [Line Items]
Total Assets
Fair Value, Inputs, Level 1 [Member] | Natural gas swap contracts [Member] | Trade and other payables [Member]
Derivative [Line Items]
Total Liabilities
Fair Value, Inputs, Level 1 [Member] | Natural gas swap contracts [Member] | Other liabilities and deferred credits [Member]
Derivative [Line Items]
Total Liabilities
Fair Value, Inputs, Level 1 [Member] | Commercial paper [Member] | Other assets [Member]
Derivative [Line Items]
Asset backed notes
Fair Value, Inputs, Level 2 [Member]
Derivative [Line Items]
Total Assets	7	7
Total Liabilities	10	22
Fair Value, Inputs, Level 2 [Member] | Long-term debt [Member]
Derivative [Line Items]
Long-term debt
Fair Value, Inputs, Level 2 [Member] | Currency options [Member] | Prepaid expenses [Member]
Derivative [Line Items]
Total Assets	6	7
Fair Value, Inputs, Level 2 [Member] | Currency options [Member] | Trade and other payables [Member]
Derivative [Line Items]
Total Liabilities	5	11
Fair Value, Inputs, Level 2 [Member] | Natural gas swap contracts [Member] | Intangible assets and deferred charges [Member]
Derivative [Line Items]
Total Assets	1
Fair Value, Inputs, Level 2 [Member] | Natural gas swap contracts [Member] | Trade and other payables [Member]
Derivative [Line Items]
Total Liabilities	4	8
Fair Value, Inputs, Level 2 [Member] | Natural gas swap contracts [Member] | Other liabilities and deferred credits [Member]
Derivative [Line Items]
Total Liabilities	1	3
Fair Value, Inputs, Level 2 [Member] | Commercial paper [Member] | Other assets [Member]
Derivative [Line Items]
Asset backed notes	5
Fair Value, Inputs, Level 3 [Member]
Derivative [Line Items]
Total Assets
Total Liabilities
Fair Value, Inputs, Level 3 [Member] | Long-term debt [Member]
Derivative [Line Items]
Long-term debt
Fair Value, Inputs, Level 3 [Member] | Currency options [Member] | Prepaid expenses [Member]
Derivative [Line Items]
Total Assets
Fair Value, Inputs, Level 3 [Member] | Currency options [Member] | Trade and other payables [Member]
Derivative [Line Items]
Total Liabilities
Fair Value, Inputs, Level 3 [Member] | Natural gas swap contracts [Member] | Intangible assets and deferred charges [Member]
Derivative [Line Items]
Total Assets
Fair Value, Inputs, Level 3 [Member] | Natural gas swap contracts [Member] | Trade and other payables [Member]
Derivative [Line Items]
Total Liabilities
Fair Value, Inputs, Level 3 [Member] | Natural gas swap contracts [Member] | Other liabilities and deferred credits [Member]
Derivative [Line Items]
Total Liabilities
Fair Value, Inputs, Level 3 [Member] | Commercial paper [Member] | Other assets [Member]
Derivative [Line Items]
Asset backed notes	$ 1	$ 5

XML

Pension Plans and Other Post-Retirement Benefit Plans - Change in Fair Value of Assets (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Defined Benefit Plan Disclosure [Line Items]
Fair value of assets at end of year	$ 1,767	$ 1,665
Pension plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of assets at beginning of year	1,665	1,572
Actual return on plan assets	182	130
Employer contributions	86	95	161
Plan participants' contributions	7	7
Benefits paid	(97)	(102)
Acquisition of business	7
Settlement	(115)	(4)
Effect of foreign currency exchange rate change	32	(33)
Fair value of assets at end of year	$ 1,767	$ 1,665	$ 1,572

XML

Interim Financial Results - Schedule of Interim Financial Results (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Subsequent Event [Line Items]
Sales	$ 1,327	$ 1,389	$ 1,368	$ 1,398	$ 1,369	$ 1,417	$ 1,403	$ 1,423	$ 5,482	$ 5,612	$ 5,850
Operating income	43	109	106	109	99	187	95	211	367	592	603
Earnings before income taxes and equity earnings	21	89	88	38	79	162	74	190	236	505	448
Net earnings	$ 19	$ 66	$ 59	$ 28	$ 61	$ 117	$ 54	$ 133	$ 172	$ 365	$ 605
Basic net earnings per share	$ 0.54	$ 1.85	$ 1.62	$ 0.76	$ 1.64	$ 2.96	$ 1.31	$ 3.16	$ 4.78	$ 9.15	$ 14.14
Diluted net earnings per share	$ 0.54	$ 1.84	$ 1.61	$ 0.76	$ 1.63	$ 2.95	$ 1.30	$ 3.14	$ 4.76	$ 9.08	$ 14.00

XML

Pension Plans and Other Post-Retirement Benefit Plans - Effect of One Percent Change in Assumed Health Care Cost (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Defined Benefit Plan Disclosure [Line Items]
Impact on net periodic benefit cost for other post-retirement benefit plans, Increase of 1%	$ 1
Impact on accrued benefit obligation, Increase of 1%	10
Impact on net periodic benefit cost for other post-retirement benefit plans, Decrease of 1%	(1)
Impact on accrued benefit obligation, Decrease of 1%	$ (9)

XML

Supplemental Guarantor Financial Information - Condensed Consolidating Balance Sheet (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Supplemental Guarantor Financial Information [Line Items]
Cash and cash equivalents	$ 661	$ 444	$ 530	$ 324
Receivables	562	644
Inventories	675	652
Prepaid expenses	24	22
Income and other taxes receivable	48	47
Deferred income taxes	45	125
Total current assets	2,015	1,934
Property, plant and equipment, at cost	8,793	8,448
Accumulated depreciation	(5,392)	(4,989)
Net property, plant and equipment	3,401	3,459
Goodwill	263	163
Intangible assets, net of amortization	309	204
Other assets	135	109
Total assets	6,123	5,869
Bank indebtedness	18	7
Trade and other payables	646	688
Income and other taxes payable	15	17
Long-term debt due within one year	79	4
Total current liabilities	758	716
Long-term debt	1,128	837
Deferred income taxes and other	903	927
Other liabilities and deferred credits	457	417
Shareholders' equity	2,877	2,972	3,202	2,662
Total liabilities and shareholders' equity	6,123	5,869
Parent [Member]
Supplemental Guarantor Financial Information [Line Items]
Cash and cash equivalents	275	91	311	237
Prepaid expenses	7	6
Income and other taxes receivable	34	20
Intercompany accounts	433	349
Deferred income taxes		5
Total current assets	749	471
Investments in affiliates	7,208	6,933
Intercompany long-term advances	6	6
Other assets	30	21
Total assets	7,993	7,431
Trade and other payables	43	37
Intercompany accounts	3,492	3,196
Income and other taxes payable	(4)	4
Long-term debt due within one year	47
Total current liabilities	3,586	3,237
Long-term debt	1,107	790
Intercompany long-term loans	444	431
Other liabilities and deferred credits	27	50
Shareholders' equity	2,829	2,923
Total liabilities and shareholders' equity	7,993	7,431
Guarantor Subsidiaries [Member]
Supplemental Guarantor Financial Information [Line Items]
Cash and cash equivalents	72	2	50	83
Receivables	393	456
Inventories	472	475
Prepaid expenses	7	5
Income and other taxes receivable		1
Intercompany accounts	3,501	3,198
Deferred income taxes	30	61
Total current assets	4,475	4,198
Property, plant and equipment, at cost	5,755	5,581
Accumulated depreciation	(3,500)	(3,230)
Net property, plant and equipment	2,255	2,351
Goodwill	194	163
Intangible assets, net of amortization	180	162
Investments in affiliates	2,018	1,952
Intercompany long-term advances	85	79
Other assets		1
Total assets	9,207	8,906
Bank indebtedness	18	7
Trade and other payables	380	425
Intercompany accounts	398	370
Income and other taxes payable	9	10
Long-term debt due within one year	27	4
Total current liabilities	832	816
Long-term debt	8	35
Intercompany long-term loans	130	85
Deferred income taxes and other	873	916
Other liabilities and deferred credits	156	133
Shareholders' equity	7,208	6,921
Total liabilities and shareholders' equity	9,207	8,906
Non-Guarantor Subsidiaries [Member]
Supplemental Guarantor Financial Information [Line Items]
Cash and cash equivalents	314	351	169	4
Receivables	169	188
Inventories	203	177
Prepaid expenses	10	11
Income and other taxes receivable	14	26
Intercompany accounts	12	53
Deferred income taxes	17	59
Total current assets	739	865
Property, plant and equipment, at cost	3,038	2,867
Accumulated depreciation	(1,892)	(1,759)
Net property, plant and equipment	1,146	1,108
Goodwill	69
Intangible assets, net of amortization	129	42
Intercompany long-term advances	489	431
Other assets	119	97
Total assets	2,691	2,543
Trade and other payables	223	226
Intercompany accounts	56	34
Income and other taxes payable	4	3
Long-term debt due within one year	5
Total current liabilities	288	263
Long-term debt	13	12
Intercompany long-term loans	6
Deferred income taxes and other	44	21
Other liabilities and deferred credits	274	234
Shareholders' equity	2,066	2,013
Total liabilities and shareholders' equity	2,691	2,543
Consolidating Adjustments [Member]
Supplemental Guarantor Financial Information [Line Items]
Intercompany accounts	(3,946)	(3,600)
Deferred income taxes	(2)
Total current assets	(3,948)	(3,600)
Investments in affiliates	(9,226)	(8,885)
Intercompany long-term advances	(580)	(516)
Other assets	(14)	(10)
Total assets	(13,768)	(13,011)
Intercompany accounts	(3,946)	(3,600)
Income and other taxes payable	(2)
Total current liabilities	(3,948)	(3,600)
Intercompany long-term loans	(580)	(516)
Deferred income taxes and other	(14)	(10)
Shareholders' equity	(9,226)	(8,885)
Total liabilities and shareholders' equity	$ (13,768)	$ (13,011)

XML

Interim Financial Results - Schedule of Interim Financial Results (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		12 Months Ended				3 Months Ended				12 Months Ended	3 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012 Multiemployer pension plans [Member]	Dec. 31, 2011 Multiemployer pension plans [Member]	Dec. 31, 2011 Lebel-sur-Quevillon pulp mill and sawmill [Member]	Sep. 30, 2011 Ashdown, Arkansas pulp and paper mill [Member]	Jun. 30, 2011 Ashdown, Arkansas pulp and paper mill [Member]	Mar. 31, 2011 Ashdown, Arkansas pulp and paper mill [Member]	Dec. 31, 2011 Ashdown, Arkansas pulp and paper mill [Member]	Mar. 31, 2012 Mira Loma [Member]	Dec. 31, 2012 Kamloops mill of pulp machine [Member]
Subsequent Event [Line Items]
Operating income	$ 5						$ 12	$ 8	$ 62	$ 3	$ 73	$ 2	$ 7
Estimated withdrawal	47	32	47	32	14	32
Estimated withdrawal		$ 9	$ 16	$ 41

XML

Pension Plans and Other Post-Retirement Benefit Plans - Net Periodic Benefit Cost Included in Accumulated Other Comprehensive Loss (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Pension plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Prior service (cost) credit	$ (21)	$ (28)
Accumulated loss	(401)	(298)
Accumulated other comprehensive loss	(422)	(326)
Other post-retirement benefit plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Prior service (cost) credit	2	11
Accumulated loss	(21)	(11)
Accumulated other comprehensive loss	$ (19)

XML

Pension Plans and Other Post-Retirement Benefit Plans - Fair Value of Plan Assets by Asset Category (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Defined Benefit Plan Disclosure [Line Items]
Fair value of the plan assets	$ 1,767	$ 1,665
Cash and short-term investments [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of the plan assets	75	89
Money Market Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of the plan assets	25
Asset backed notes [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of the plan assets	213	205
Canadian government bonds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of the plan assets	163	383
Canadian corporate debt securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of the plan assets	5	96
Bond index funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of the plan assets	581	265
Canadian equities [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of the plan assets	192	172
U.S. equities [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of the plan assets	31	28
International equities [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of the plan assets	266	216
U.S. stock index funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of the plan assets	208	205
Insurance contracts [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of the plan assets	7
Derivative contracts [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of the plan assets	1	4
Asset backed securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of the plan assets		2
Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of the plan assets	727	956
Fair Value, Inputs, Level 1 [Member] | Cash and short-term investments [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of the plan assets	75	89
Fair Value, Inputs, Level 1 [Member] | Canadian government bonds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of the plan assets	163	378
Fair Value, Inputs, Level 1 [Member] | Canadian corporate debt securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of the plan assets		73
Fair Value, Inputs, Level 1 [Member] | Canadian equities [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of the plan assets	192	172
Fair Value, Inputs, Level 1 [Member] | U.S. equities [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of the plan assets	31	28
Fair Value, Inputs, Level 1 [Member] | International equities [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of the plan assets	266	216
Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of the plan assets	997	504
Fair Value, Inputs, Level 2 [Member] | Money Market Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of the plan assets	25
Fair Value, Inputs, Level 2 [Member] | Asset backed notes [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of the plan assets	177
Fair Value, Inputs, Level 2 [Member] | Canadian government bonds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of the plan assets		5
Fair Value, Inputs, Level 2 [Member] | Canadian corporate debt securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of the plan assets	5	23
Fair Value, Inputs, Level 2 [Member] | Bond index funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of the plan assets	581	265
Fair Value, Inputs, Level 2 [Member] | U.S. stock index funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of the plan assets	208	205
Fair Value, Inputs, Level 2 [Member] | Derivative contracts [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of the plan assets	1	4
Fair Value, Inputs, Level 2 [Member] | Asset backed securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of the plan assets		2
Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of the plan assets	43	205
Fair Value, Inputs, Level 3 [Member] | Asset backed notes [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of the plan assets	36	205
Fair Value, Inputs, Level 3 [Member] | Insurance contracts [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of the plan assets	$ 7

XML

Pension Plans and Other Post-Retirement Benefit Plans - Allocation of Plan Assets, Based on Fair Value of Assets Held and Target Allocation (Detail)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Defined Benefit Plan Disclosure [Line Items]
Percentage of plan assets	100.00%	100.00%
Cash and cash equivalents [Member]
Defined Benefit Plan Disclosure [Line Items]
Fixed income and Equity, Percentage of plan assets	4.00%	5.00%
Target allocation on equity, percentage of plan assets, range minimum	0.00%
Target allocation on equity, percentage of plan assets, range maximum	10.00%
Bonds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fixed income and Equity, Percentage of plan assets	55.00%	58.00%
Target allocation on equity, percentage of plan assets, range minimum	51.00%
Target allocation on equity, percentage of plan assets, range maximum	61.00%
Canadian equities [Member]
Defined Benefit Plan Disclosure [Line Items]
Fixed income and Equity, Percentage of plan assets	11.00%	10.00%
Target allocation on equity, percentage of plan assets, range minimum	7.00%
Target allocation on equity, percentage of plan assets, range maximum	15.00%
US Equity [Member]
Defined Benefit Plan Disclosure [Line Items]
Fixed income and Equity, Percentage of plan assets	12.00%	12.00%
Target allocation on equity, percentage of plan assets, range minimum	8.00%
Target allocation on equity, percentage of plan assets, range maximum	18.00%
International equities [Member]
Defined Benefit Plan Disclosure [Line Items]
Fixed income and Equity, Percentage of plan assets	18.00%	15.00%
Target allocation on equity, percentage of plan assets, range minimum	14.00%
Target allocation on equity, percentage of plan assets, range maximum	24.00%

XML

Stock-Based Compensation - Summary of Outstanding Awards, Options (Detail) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012 Y	Dec. 31, 2011 Y	Dec. 31, 2010 Y	Dec. 31, 2009
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate intrinsic value, Exercised	$ 4
Aggregate intrinsic value, Exercisable	2.8
Weighted average exercise price, Exercisable	$ 83.52
Stock option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate intrinsic value Outstanding	7.0	12.1
Aggregate intrinsic value, Granted			0.4
Aggregate intrinsic value, Exercised	4
Aggregate intrinsic value, Forfeited/expired
Aggregate intrinsic value Outstanding	4.2	7.0	12.1
Aggregate intrinsic value, Exercisable	$ 2.8	$ 0.7	$ 0.9
Weighted average exercise price Outstanding, Beginning Balance	$ 68.90	$ 64.19	$ 58.15
Weighted average exercise price, Granted			$ 66.81
Weighted average exercise price, Exercised	$ 30.59	$ 45.63	$ 20.37
Weighted average exercise Price, Forfeited/expired	$ 60.30	$ 95.36	$ 62.36
Weighted average exercise price Outstanding, Ending Balance	$ 81.56	$ 68.90	$ 64.19	$ 58.15
Weighted average exercise price, Exercisable	$ 61.36	$ 80.79	$ 81.78
Weighted average remaining life (in years), Granted			6.4
Weighted average remaining life (in years), Exercised
Weighted average remaining life (in years), Forfeited/expired
Weighted average remaining life (in years)Outstanding	2 years 2 months 12 days	3 years 1 month 6 days	4 years	3 years 3 months 18 days
Weighted average remaining life (in years), Options exercisable	2.4	2.4	2.9
Weighted average remaining life (in years)Outstanding	2 years 2 months 12 days	3 years 1 month 6 days	4 years	3 years 3 months 18 days
Number of options Outstanding, Beginning	353,661	591,316	658,583
Number of options, Granted			48,880
Number of options, Exercised	(66,416)	(182,480)	(86,573)
Number of options, Forfeited/expired	(51,654)	(55,175)	(29,574)
Number of options Outstanding Ending	235,591	353,661	591,316	658,583
Number of options, Exercisable	136,028	160,590	272,799

XML

CLOSURE AND RESTRUCTURING COSTS AND LIABILITY

12 Months Ended

Dec. 31, 2012

CLOSURE AND RESTRUCTURING COSTS AND LIABILITY

NOTE 16.

CLOSURE AND RESTRUCTURING COSTS AND LIABILITY

The Company regularly reviews its overall production capacity with the objective of aligning its production capacity with anticipated long-term demand.

In 2011, the Company decided to withdraw from one of its multiemployer pension plans and recorded a withdrawal liability and a charge to earnings of $32 million. In 2012, as a result of a revision in the estimated withdrawal liability, the Company recorded a further charge to earnings of $14 million. Also in 2012, the Company withdrew from a second multiemployer pension plan and recorded a withdrawal liability and a charge to earnings of $1 million. While this is Company’s best estimate of the ultimate cost of the withdrawal from these plans at December 31, 2012, additional withdrawal liabilities may be incurred based on the final fund assessment expected to occur in the second quarter of 2013. Further, the Company remains liable for potential additional withdrawal liabilities to the fund in the event of a mass withdrawal, as defined by statute, occurring anytime within the next three years.

In the fourth quarter of 2011, the Company incurred a $9 million loss from an estimated pension curtailment associated with the conversion of certain of its U.S. defined benefit pension plans to defined contribution pension plans recorded as a component of closure and restructuring costs.

Kamloops, British Columbia pulp facility

On December 13, 2012, the Company announced the permanent shut down of one pulp machine at its Kamloops, British Columbia mill. This decision will result in a permanent curtailment of Domtar’s annual pulp production by approximately 120,000 air dried metric tons of sawdust softwood pulp and will affect approximately 125 employees.

As a result, the Company recorded $7 million of impairment on property, plant and equipment, a component of Impairment and write-down of property, plant and equipment and intangible assets on the Consolidated Statement of Earnings and Comprehensive Income, $5 million of severance and termination costs and a $4 million write-down of inventory. The pulp machine, known at the mill as the “A-Line”, is expected to be closed by the end of March 2013.

Mira Loma, California converting plant

During the first quarter of 2012, the Company recorded a $2 million write-down of property, plant and equipment at its Mira Loma location in California, in Impairment and write-down of property, plant and equipment and intangible assets on the Consolidated Statement of Earnings and Comprehensive Income.

Lebel-sur-Quévillon pulp mill and sawmill

Operations at the pulp mill were indefinitely idled in November 2005 due to unfavorable economic conditions and the sawmill was indefinitely idled since 2006 and then permanently closed in 2008. At the time, the pulp mill and sawmill employed approximately 425 and 140 employees, respectively. The Lebel-sur-Quévillon pulp mill had an annual production capacity of 300,000 metric tons. During 2011, the Company reversed $2 million of severance and termination costs related to our Lebel-sur-Quévillon pulp mill and sawmill and following the signing of a definitive agreement for the sale of its Lebel-sur-Quévillon assets, the Company recorded a $12 million write-down for the remaining fixed assets net book value, a component of Impairment and write-down of property, plant and equipment and intangible assets on the Consolidated Statement of Earnings and Comprehensive Income. During the second quarter of 2012, the Company concluded the sale of its pulp and sawmill assets to Fortress Paper Ltd, and its land related to those assets to a subsidiary of the Government of Quebec, for net proceeds of $1, respectively.

Ashdown pulp and paper mill

On March 29, 2011, the Company announced that it would permanently shut down one of four paper machines at its Ashdown, Arkansas pulp and paper mill. This measure reduced the Company’s annual uncoated freesheet paper production capacity by approximately 125,000 short tons. The mill’s workforce was reduced by approximately 110 employees. The Company recorded $1 million write-down of inventory and $1 million of severance and termination costs as well as $73 million of accelerated depreciation, a component of Impairment and write-down of property, plant and equipment and intangible assets. Operations ceased on August 1, 2011.

Plymouth pulp and paper mill

On February 5, 2009, the Company announced a permanent shut down of a paper machine at its Plymouth, North Carolina pulp and paper mill effective at the end of February 2009. The Company further announced in 2009 that the Plymouth mill would be converted to a 100% fluff pulp mill. This measure resulted in the permanent curtailment of 293,000 tons of paper production capacity and the shut down affected approximately 185 employees. During 2011, the Company reversed $2 million of severance and termination costs.

On November 17, 2010, the Company announced the start up of its new fluff pulp machine which brought the mill to an annual production capacity of approximately 444,000 metric tons of fluff pulp. The mill exclusively produces fluff pulp and operates two fiber lines and one fluff pulp machine. During 2010, the Company recorded $39 million of accelerated depreciation and a $1 million write-down of inventory related to the reconfiguration of the Plymouth, North Carolina mill to 100% fluff pulp production, announced on October 20, 2009. The Company recorded a $1 million write-down for the related paper machine in 2010 (under Impairment and write-down of property, plant and equipment and intangible assets on the Consolidated Statement of Earnings and Comprehensive Income).

Langhorne forms plant

On February 1, 2011, the Company announced the closure of its forms plant in Langhorne, Pennsylvania, and recorded $4 million in severance and termination costs.

Cerritos forms converting plant

During the second quarter of 2010, the Company announced the closure of the Cerritos, California forms converting plant, and recorded a $1 million write-down for the related assets, as a component of Impairment and write-down of property, plant and equipment and intangible assets on the Consolidated Statement of Earnings and Comprehensive Income, and $1 million in severance and termination costs. Operations ceased on July 16, 2010.

Columbus paper mill

On March 16, 2010, the Company announced that it would permanently close its coated groundwood paper mill in Columbus, Mississippi. This measure resulted in the permanent curtailment of 238,000 tons of coated groundwood and 70,000 metric tons of thermo-mechanical pulp, as well as affected 219 employees. The Company recorded a $9 million write-down for the related fixed assets (a component of Impairment and write-down of property, plant and equipment and intangible assets on the Consolidated Statement of Earnings and Comprehensive Income), $8 million of severance and termination costs and an $8 million write-down of inventory. Operations ceased in April 2010.

Other costs

During 2012, other costs related to previous and ongoing closures include $1 million in severance and termination costs, a $1 million write-down of inventory, $2 million in pension and $3 million in other costs.

During 2011, other costs related to previous closures include $4 million in severance and termination costs, a $1 million write-down of inventory and $4 million in other costs.

During 2010, other costs related to previous closures include $3 million in severance and termination costs and $6 million of other costs.

The following tables provide the components of closure and restructuring costs by segment:

	Year ended December 31, 2012
	Pulp and Paper		Distribution		Personal Care		Total
	$		$				$
Severance and termination costs		5		1		—		6
Inventory write-down (1)		5		—		—		5
Loss on curtailment of pension benefits and pension withdrawal liability		15		1		—		16
Other		2		—		1		3
Closure and restructuring costs		27		2		1		30

	Year ended December 31, 2011
	Pulp and Paper		Distribution		Total
	$		$		$
Severance and termination costs		4		1		5
Inventory write-down (1)		2		—		2
Loss on curtailment of pension benefits and pension withdrawal liability		41		—		41
Other		4		—		4
Closure and restructuring costs		51		1		52

	Year ended December 31, 2010
	Pulp and Paper		Distribution		Total
	$		$		$
Severance and termination costs		11		1		12
Inventory write-down (1)		9		—		9
Other		6		—		6
Closure and restructuring costs		26		1		27

(1) Inventory write-down primarily relates to the write-down of operating and maintenance supplies classified as Inventories on the Consolidated Balance Sheets.

The following table provides the activity in the closure and restructuring liability:

	December 31, 2012			December 31, 2011
	$			$
Balance at beginning of year		6			17
Additions		7			7
Severance payments		(2	)		(10	)
Changes in estimates		(1	)		(8	)
Balance at end of year		10			6

The $10 million provision is comprised of $7 million of severance and termination costs and $3 million of other costs.

Closure and restructuring costs are based on management’s best estimates at December 31, 2012. Other costs related to the above 2012 closures expected to be incurred over 2013 include approximately $13 million of accelerated depreciation and $3 million of severance and termination costs related to the Pulp and Paper segment. Actual costs may differ from these estimates due to subsequent developments such as the results of environmental studies, the ability to find a buyer for assets set to be dismantled and demolished and other business developments. As such, additional costs and further write-downs may be required in future periods.

XML

Segment Disclosures - Geographic Information on Sales (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Schedule Of Net Sales By Geographical Segment [Line Items]
Sales	$ 1,327	$ 1,389	$ 1,368	$ 1,398	$ 1,369	$ 1,417	$ 1,403	$ 1,423	$ 5,482	$ 5,612	$ 5,850
United States [Member]
Schedule Of Net Sales By Geographical Segment [Line Items]
Sales									4,086	4,200	4,245
Canada [Member]
Schedule Of Net Sales By Geographical Segment [Line Items]
Sales									716	756	837
China [Member]
Schedule Of Net Sales By Geographical Segment [Line Items]
Sales									155	229	375
Europe [Member]
Schedule Of Net Sales By Geographical Segment [Line Items]
Sales									250	161	160
Other foreign countries [Member]
Schedule Of Net Sales By Geographical Segment [Line Items]
Sales									$ 275	$ 266	$ 233

XML

OTHER ASSETS (Tables)

12 Months Ended

Dec. 31, 2012

Components of Other Assets

The following table presents the components of other assets:

	December 31, 2012		December 31, 2011
	$		$
Pension asset—defined benefit pension plans (Note 7)		41		53
Unamortized debt issue costs		14		11
Deferred income tax assets (Note 10)		69		36
Investments and advances		7		5
Other		4		4
		135		109

XML

PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS (Tables)

12 Months Ended

Dec. 31, 2012

Change in Accrued Benefit Obligation

The following table represents the change in the accrued benefit obligation as of December 31, 2012 and December 31, 2011, the measurement date for each year:

	December 31, 2012						December 31, 2011
	Pension plans			Other post-retirement benefit plans			Pension plans			Other post-retirement benefit plans
	$			$			$			$
Accrued benefit obligation at beginning of year		1,755			113			1,636			114
Service cost for the year		40			3			35			3
Interest expense		85			6			87			6
Plan participants’ contributions		7			—			7			—
Actuarial loss		200			13			99			3
Plan amendments		(3	)		—			17			(3	)
Acquisition of business		9			—			—			—
Benefits paid		(93	)		(1	)		(98	)		(1	)
Direct benefit payments		(4	)		(6	)		(4	)		(7	)
Settlement		(115	)		—			(4	)		—
Curtailment		—			(6	)		13			—
Effect of foreign currency exchange rate change		33			2			(33	)		(2	)
Accrued benefit obligation at end of year		1,914			124			1,755			113

Change in Fair Value of Assets

The following table represents the change in the fair value of assets reflecting the actual return on plan assets, the contributions and the benefits paid during the year:

	December 31, 2012			December 31, 2011
	Pension plans			Pension plans
	$			$
Fair value of assets at beginning of year		1,665			1,572
Actual return on plan assets		182			130
Employer contributions		86			95
Plan participants’ contributions		7			7
Benefits paid		(97	)		(102	)
Acquisition of business		7			—
Settlement		(115	)		(4	)
Effect of foreign currency exchange rate change		32			(33	)
Fair value of assets at end of year		1,767			1,665

Allocation of Plan Assets, Based on Fair Value of Assets Held and Target Allocation

The following table shows the allocation of the plan assets, based on the fair value of the assets held and the target allocation for 2012:

	Target allocation		Percentage of plan assets at December 31, 2012			Percentage of plan assets at December 31, 2011
Fixed income
Cash and cash equivalents		0% - 10%		4	%		5	%
Bonds		51% - 61%		55	%		58	%
Equity
Canadian Equity		7% - 15%		11	%		10	%
US Equity		8% - 18%		12	%		12	%
International Equity		14% - 24%		18	%		15	%
Total(1)				100	%		100	%

(1) Approximately 85% of the pension plans’ assets relate to Canadian plans and 15% relate to U.S. plans.

Funded Status of Plans

The following table presents the difference between the fair value of assets and the actuarially determined accrued benefit obligation. This difference is also referred to as either the deficit or surplus, as the case may be, or the funded status of the plans. The table further reconciles the amount of the surplus or deficit (funded status) to the net amount recognized in the Consolidated Balance Sheets.

	December 31, 2012						December 31, 2011
	Pension plans			Other post-retirement benefit  plans			Pension plans			Other post-retirement benefit  plans
	$			$			$			$
Accrued benefit obligation at end of year		(1,914	)		(124	)		(1,755	)		(113	)
Fair value of assets at end of year		1,767			—			1,665			—
Funded status		(147	)		(124	)		(90	)		(113	)

Amount Recognized in Consolidated Balance Sheets

The funded status includes $56 million of accrued benefit obligation ($47 million at December 31, 2011) related to supplemental unfunded defined benefit and defined contribution plans.

	December 31, 2012						December 31, 2011
	Pension plans			Other post-retirement benefit  plans			Pension plans			Other post-retirement benefit  plans
	$			$			$			$
Trade and other payables (Note 17)		—			(5	)		—			(2	)
Other liabilities and deferred credits (Note 19)		(188	)		(119	)		(143	)		(111	)
Other assets (Note 15)		41			—			53			—
Net amount recognized in the Consolidated Balance Sheets		(147	)		(124	)		(90	)		(113	)

Net Periodic Benefit Cost Included in Accumulated Other Comprehensive Loss

The following table presents the amount not yet recognized in net periodic benefit cost and included in Accumulated other comprehensive loss:

	December 31, 2012						December 31, 2011
	Pension plans			Other post-retirement benefit  plans			Pension plans			Other post-retirement benefit  plans
	$			$			$			$
Prior service (cost) credit		(21	)		2			(28	)		11
Accumulated loss		(401	)		(21	)		(298	)		(11	)
Accumulated other comprehensive loss		(422	)		(19	)		(326	)		—

Pre-Tax Amounts Included in Other Comprehensive Income (Loss)

The following table presents the pre-tax amounts included in Other comprehensive income (loss):

	Year ended December 31, 2012						Year ended December 31, 2011						Year ended December 31, 2010
	Pension plans			Other post-retirement benefit  plans			Pension plans			Other post-retirement benefit  plans			Pension plans			Other post-retirement benefit  plans
	$			$			$			$			$			$
Prior service (cost) credit		3			—			(17	)		3			(1	)		—
Amortization of prior year service cost (credit)		4			(9	)		11			(1	)		4			(1	)
Net gain (loss)		(122	)		(11	)		(48	)		(2	)		(100	)		1
Amortization of net actuarial loss		19			1			14			—			24			—
Net amount recognized in other comprehensive income (loss) (pre-tax)		(96	)		(19	)		(40	)		—			(73	)		—

Components of Net Periodic Benefit Cost for Pension Plans and Other Post-Retirement Benefit Plans

Components of net periodic benefit cost for pension plans	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
	$			$			$
Service cost for the year		40			35			32
Interest expense		85			87			87
Expected return on plan assets		(97	)		(103	)		(92	)
Amortization of net actuarial loss		18			14			10
Curtailment loss (a)		1			22			12
Settlement loss (b)		1			23			16
Amortization of prior year service costs		3			2			3
Net periodic benefit cost		51			80			68

Components of net periodic benefit cost for other post-retirement benefit plans	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
	$			$			$
Service cost for the year		3			3			3
Interest expense		6			6			7
Amortization of net actuarial loss		1			—			1
Curtailment gain (c)		(12	)		—			(13	)
Amortization of prior year service costs		(1	)		(1	)		(1	)
Settlement gain		—			—			(1	)
Net periodic benefit cost		(3	)		8			(4	)

(a) The curtailment loss for the year ended December 31, 2012 of $1 million is related to certain U.S. employees who elected to convert from defined benefit to defined contribution plans. The curtailment loss for the year ended December 31, 2011 of $22 million represents $13 million related to the sale of the Prince Albert, Saskatchewan facility and $9 million related to certain U.S. plans being converted from defined benefit to defined contribution plans during the fourth quarter of 2011. The curtailment loss for the year ended December 31, 2010 of $12 million represents $10 million related to the sale of the Wood business and $2 million related to the sale of the Woodland, Maine mill.

(b) The settlement loss for the year ended December 31, 2012 of $1 million is related to the sale of hydro assets in Ottawa, Ontario and Gatineau, Quebec. The settlement loss for the year ended December 31, 2011 of $23 million is related to the sale of assets of the Prince Albert facility. The settlement loss for the year ended December 31, 2010 of $16 million is related to the sale of the Wood business.

(c) The curtailment gain of $12 million for the year ended December 31, 2012, is a result of the curtailment of benefits related to the majority of employees covered by the plan. The curtailment gain for the year ended December 31, 2010 of $13 million, represents $3 million related to the sale of the Wood business and $10 million related to the harmonization of the Company’s post-retirement benefit plans.

Key Assumptions to Measure Accrued Benefit Obligation and Net Periodic Benefit Cost

Pension plans	December 31, 2012			December 31, 2011			December 31, 2010
Accrued benefit obligation
Discount rate		4.1	%		4.9	%		5.5	%
Rate of compensation increase		2.7	%		2.7	%		2.7	%
Net periodic benefit cost
Discount rate		4.8	%		5.3	%		6.3	%
Rate of compensation increase		2.8	%		2.9	%		2.9	%
Expected long-term rate of return on plan assets		6.0	%		6.7	%		7.0	%

Other post-retirement benefit plans	December 31, 2012			December 31, 2011			December 31, 2010
Accrued benefit obligation
Discount rate		4.2	%		5.0	%		5.5	%
Rate of compensation increase		2.8	%		2.8	%		2.8	%
Net periodic benefit cost
Discount rate		2.9	%		5.5	%		6.4	%
Rate of compensation increase		2.8	%		2.8	%		2.8	%

Effect of One Percent Change in Assumed Health Care Cost

	Increase of 1%		Decrease of 1%
	$		$
Impact on net periodic benefit cost for other post-retirement benefit plans		1		(1	)
Impact on accrued benefit obligation		10		(9	)

Fair Value of Plan Asset by Assets Category

The following table presents the fair value of the plan assets at December 31, 2012, by asset category:

			Fair Value Measurements at December 31, 2012
Asset Category	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	$		$		$		$
Cash and short-term investments		75		75		—		—
Money market fund		25		—		25		—
Asset backed notes (1)		213		—		177		36
Canadian government bonds		163		163		—		—
Canadian corporate debt securities		5		—		5		—
Bond index funds (2 & 3)		581		—		581		—
Canadian equities (4)		192		192		—		—
U.S. equities (5)		31		31		—		—
International equities (6)		266		266		—		—
U.S. stock index funds (3 & 7)		208		—		208		—
Insurance contracts (8)		7		—		—		7
Derivative contracts (9)		1		—		1		—
Total		1,767		727		997		43

(1) This category is described in the section “Asset Backed Notes.”

(2) This category represents a Canadian bond index fund not actively managed that tracks the DEX Long-term bond index and a U.S. actively managed bond fund that is benchmarked to the Barclays Capital Long-term Government/Credit index.

(3) The fair value of these plan assets are classified as Level 2 (inputs that are observable, directly or indirectly) as they are measured based on quoted prices in active markets and can be redeemed at the measurement date or in the near term.

(4) This category represents active segregated, large capitalization Canadian equity portfolios with the ability to purchase small and medium capitalized companies and $5 million of Canadian equities held within an active segregated global equity portfolio.

(5) This category represents U.S. equities held within an active segregated global equity portfolio.

(6) This category represents an active segregated non-North American multi-capitalization equity portfolio and the non-North American portion of an active segregated global equity portfolio.

(7) This category represents equity index funds, not actively managed, that track the Standard & Poor’s 500 (“S&P 500”).

(8) This category represents insurance contracts with a minimum guarantee rate.

(9) The fair value of the derivative contracts are classified as Level 2 (inputs that are observable, directly or indirectly) as they are measured using long-term bond indices.

The following table presents the fair value of the plan assets at December 31, 2011, by asset category:

			Fair Value Measurements at December 31, 2011
Asset Category	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	$		$		$		$
Cash and short-term investments		89		89		—		—
Asset backed notes (1)		205		—		—		205
Canadian government bonds		383		378		5		—
Canadian and U.S. corporate debt securities		96		73		23		—
Bond index funds (2 & 3)		265		—		265		—
Canadian equities (4)		172		172		—		—
U.S. equities (5)		28		28		—		—
International equities (6)		216		216		—		—
U.S. stock index funds (3 & 7)		205		—		205		—
Asset backed securities (3)		2		—		2		—
Derivative contracts (8)		4		—		4		—
Total		1,665		956		504		205

(1) This category is described in the section “Asset Backed Notes.”

(2) This category represents a Canadian bond index fund not actively managed that tracks the DEX Long-term bond index and a U.S. actively managed bond fund that is benchmarked to the Barclays Capital Long-term Government/Credit index.

(3) The fair value of these plan assets are classified as Level 2 (inputs that are observable, directly or indirectly) as they are measured based on quoted prices in active markets and can be redeemed at the measurement date or in the near term.

(4) This category represents active segregated, large capitalization Canadian equity portfolios with the ability to purchase small and medium capitalized companies and $2 million of Canadian equities held within an active segregated global equity portfolio.

(5) This category represents U.S. equities held within an active segregated global equity portfolio.

(6) This category represents an active segregated non-North American multi-capitalization equity portfolio and the non-North American portion of an active segregated global equity portfolio.

(7) This category represents equity index funds, not actively managed, that track the S&P 500.

(8) The fair value of the derivative contracts are classified as Level 2 (inputs that are observable, directly or indirectly) as they are measured using long-term bond indices.

Changes in Level 3 Fair Value Measurements of Plan Assets

The following table presents changes during the period for Level 3 fair value measurements of plan assets:

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	ABN Montreal Accord			ABN Outside Montreal Accord			Insurance contracts		TOTAL
	$			$			$		$
Balance at December 31, 2010		193			21			—		214
Settlements		(8	)		—			—		(8	)
Return on plan assets		(3	)		6			—		3
Effect of foreign currency exchange rate change		(4	)		—			—		(4	)
Balance at December 31, 2011		178			27			—		205
Purchases/Settlements		(29	)		(8	)		7		(30	)
Transfers out of Level 3(a)		(177	)		—			—		(177	)
Return on plan assets		40			1			—		41
Effect of foreign currency exchange rate change		4			—			—		4
Balance at December 31, 2012		16			20			7		43

(a) Transfers out of Level 3 are considered to occur at the end of the period. ABN were reclassified to Level 2 from Level 3 as a result of increased trading activity and the presence of observable market quotes for these assets.

Estimated Future Benefit Payments From Plans

Estimated future benefit payments from the plans for the next 10 years at December 31, 2012 are as follows:

	Pension plans		Other post-retirement benefit plans
	$		$
2013		152		5
2014		102		7
2015		105		7
2016		108		7
2017		111		6
2018—2022		600		34

Schedule of Multiemployer Plans

EIN / Pension Plan Number		Pension Protection Act Zone Status					FIP /RP Status Pending / Implemented		Contributions from Domtar  to Multiemployer (c)							Surcharge imposed		Expiration date of collective bargaining agreement
			2012		2011					2012		2011		2010
										$		$		$
U.S. Multiemployer Plans
PACE Industry Union- Management Pension Fund (a)	11-6166763-001			Red		Red		Yes—Implemented			3		3		3		Yes		January 27, 2015
Canadian Multiemployer Plans
Pulp and Paper Industry Pension Plan (b)	N/A			N/A		N/A		N/A			2		3		2		N/A		April 30, 2017
								Total			5		6		5
	Total contributions made to all plans that are not individually significant										1		1		1
	Total contributions made to all plans										6		7		6

(a) Domtar withdrew from PACE Industry Union-Management Pension Fund effective December 31, 2012.

(b) In the event that the Canadian multiemployer plan is underfunded, the monthly benefit amount can be reduced by the trustees of the plan. Moreover, Domtar is not responsible for the underfunded status of the plan because the Canadian multiemployer plans do not require participating employers to pay a withdrawal liability or penalty upon withdrawal.

(c) For each of the three years presented, Domtar’s contributions to each multiemployer plan do not represent more than 5% of total contributions to each plan as indicated in the plan’s most recently available annual report.

XML

Pension Plans and Other Post-Retirement Benefit Plans - Changes in Accrued Benefit Obligation (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended	12 Months Ended
	Nov. 20, 2012	Dec. 31, 2012 Pension plans [Member]	Dec. 31, 2011 Pension plans [Member]	Dec. 31, 2010 Pension plans [Member]	Dec. 31, 2012 Other post-retirement benefit plans [Member]	Dec. 31, 2011 Other post-retirement benefit plans [Member]	Dec. 31, 2010 Other post-retirement benefit plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Accrued benefit obligation at beginning of year		$ 1,755	$ 1,636		$ 113	$ 114
Service cost for the year		40	35	32	3	3	3
Interest expense		85	87	87	6	6	7
Plan participants' contributions		7	7
Actuarial loss		200	99		13	3
Plan amendments		(3)	17			(3)
Acquisition of business		9
Benefits paid		(93)	(98)		(1)	(1)
Direct benefit payments		(4)	(4)		(6)	(7)
Settlement		(115)	(4)				1
Curtailment	2		13		(6)
Effect of foreign currency exchange rate change		33	(33)		2	(2)
Accrued benefit obligation at end of year		$ 1,914	$ 1,755	$ 1,636	$ 124	$ 113	$ 114

XML

Income Taxes - Provision for Income Taxes (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
U.S. Federal and State:
U.S. Federal and State, Current	$ 68	$ 93	$ 17
U.S. Federal and State, Deferred	(34)	(19)	(74)
Foreign, Current	1
Foreign, Deferred	23	59	(100)
Income tax expense (benefit)	$ 58	$ 133	$ (157)

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2012

NATURE OF OPERATIONS

NATURE OF OPERATIONS

Domtar designs, manufactures, markets and distributes a wide variety of fiber-based products including communications papers, specialty and packaging papers and adult incontinence products. The foundation of its business is the efficient operation of pulp mills, converting fiber into papergrade, fluff and specialty pulps. The majority of this pulp production is consumed internally to make communication papers and specialty and packaging papers with the balance sold as a market pulp. Domtar is the largest integrated marketer and manufacturer of uncoated freesheet paper in North America. In addition, Domtar operates manufacturing, research and development and distribution facilities to sell adult incontinence care products including washcloths, marketed primarily under the Attends^® brand name. The Company also owns and operates Ariva^®, a network of strategically located paper distribution facilities. The Company also produced lumber and other speciality and industrial wood products up until the sale of the Wood business on June 30, 2010.

ACCOUNTING PRINCIPLES

ACCOUNTING PRINCIPLES

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements include the accounts of Domtar Corporation and its controlled subsidiaries. Significant intercompany transactions have been eliminated on consolidation. Investment in an affiliated company, where the Company has joint control over their operations, is accounted for by the equity method. The Company’s share of equity earnings totaled a loss, net of taxes, of $6 million.

To conform with the basis of presentation adopted in the current period, certain figures previously reported in the Statements of Cash Flows, have been reclassified.

USE OF ESTIMATES

USE OF ESTIMATES

The consolidated financial statements have been prepared in conformity with GAAP, which requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the year, the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements. On an ongoing basis, management reviews the estimates and assumptions, including but not limited to those related to closure and restructuring costs, income taxes, useful lives, asset impairment charges, environmental matters and other asset retirement obligations, pension and other post-retirement benefit plans and, commitments and contingencies, based on currently available information. Actual results could differ from those estimates.

TRANSLATION OF FOREIGN CURRENCIES

TRANSLATION OF FOREIGN CURRENCIES

The Company determines its international subsidiaries’ functional currency by reviewing the currencies in which their respective operating activities occur. The Company translates assets and liabilities of its non-U.S. dollar functional currency subsidiaries into U.S. dollars using the rate in effect at the balance sheet date and revenues and expenses are translated at the average exchange rates during the year. Foreign currency translation gains and losses are included in Shareholders’ equity as a component of Accumulated other comprehensive loss in the accompanying Consolidated Balance Sheets.

Monetary assets and liabilities denominated in a currency that is different from a reporting entity’s functional currency must first be remeasured from the applicable currency to the legal entity’s functional currency. The effect of this remeasurement process is recognized in the Consolidated Statements of Earnings and Comprehensive Income and is partially offset by our economic hedging program (refer to Note 22). At December 31, 2012, the accumulated translation adjustment accounts amounted to $208 million (2011—$185 million).

REVENUE RECOGNITION

REVENUE RECOGNITION

Domtar Corporation recognizes revenues when pervasive evidence of an arrangement exists, the customer takes title and assumes the risks and rewards of ownership, the sales price charged is fixed or determinable and when collection is reasonably assured. Revenue is recorded at the time of shipment for terms designated free on board (“f.o.b.”) shipping point. For sales transactions designated f.o.b. destination, revenue is recorded when the product is delivered to the customer’s delivery site, when the title and risk of loss are transferred.

SHIPPING AND HANDLING COSTS

SHIPPING AND HANDLING COSTS

The Company classifies shipping and handling costs as a component of Cost of sales in the Consolidated Statements of Earnings and Comprehensive Income.

CLOSURE AND RESTRUCTURING COSTS

CLOSURE AND RESTRUCTURING COSTS

Closure and restructuring costs are recognized as liabilities in the period when they are incurred and are measured at their fair value. For such recognition to occur, management, with the appropriate level of authority, must have approved and committed to a firm plan and appropriate communication to those affected must have occurred. These provisions may require an estimation of costs such as severance and termination benefits, pension and related curtailments, environmental remediation and may also include expenses related to demolition and outplacement. Actions taken may also require an evaluation of any remaining assets to determine required write-downs, if any, and a review of estimated remaining useful lives which may lead to accelerated depreciation expense.

Estimates of cash flows and fair value relating to closures and restructurings require judgment. Closure and restructuring liabilities are based on management’s best estimates of future events at December 31, 2012. Closure and restructuring cost estimates are dependent on future events. Although the Company does not anticipate significant changes, the actual costs may differ from these estimates due to subsequent developments such as the results of environmental studies, the ability to find a buyer for assets set to be dismantled and demolished and other business developments. As such, additional costs and further working capital adjustments may be required in future pe

INCOME TAXES

INCOME TAXES

Domtar Corporation uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined according to differences between the carrying amounts and tax bases of the assets and liabilities. The Company records its worldwide tax provision based on the respective tax rules and regulations for the jurisdictions in which it operates. The change in the net deferred tax asset or liability is included in Income tax expense or in Other comprehensive income (loss) in the Consolidated Statements of Earnings and Comprehensive Income. Deferred tax assets and liabilities are measured using enacted tax rates and laws expected to apply in the years in which the assets and liabilities are expected to be recovered or settled. Uncertain tax positions are recorded based upon the Company’s evaluation of whether it is “more likely than not” (a probability level of more than 50 percent) that, based upon its technical merits, the tax position will be sustained upon examination by the taxing authorities. The Company establishes a valuation allowance for deferred tax assets when it is more likely than not that they will not be realized. In general, “realization” refers to the incremental benefit achieved through the reduction in future taxes payable or an increase in future taxes refundable from the deferred tax assets.

The Company recognizes interest and penalties related to income tax matters as a component of Income tax expense in the Consolidated Statements of Earnings and Comprehensive Income.

CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash and short-term investments with original maturities of less than three months and are presented at cost which approximates fair value.

RECEIVABLES

RECEIVABLES

Receivables are recorded net of a provision for doubtful accounts that is based on expected collectability. The securitization of receivables is accounted for as secured borrowings. Accordingly, financing expenses related to the securitization of receivables are recognized in earnings as a component of Interest expense in the Consolidated Statements of Earnings and Comprehensive Income.

INVENTORIES

INVENTORIES

Inventories are stated at the lower of cost or market. Cost includes labor, materials and production overhead. The last-in, first-out (“LIFO”) method is used to cost certain U.S. raw materials, in process and finished goods inventories. LIFO inventories were $264 million and $267 million at December 31, 2012 and 2011, respectively. The balance of U.S. raw material inventories, all materials and supplies inventories and all foreign inventories are costed at either the first-in, first-out (“FIFO”) or average cost methods. Had the inventories for which the LIFO method is used been valued under the FIFO method, the amounts at which product inventories are stated would have been $62 million and $56 million greater at December 31, 2012 and 2011, respectively.

PROPERTY, PLANT AND EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at cost less accumulated depreciation including asset impairment write-downs. Interest costs are capitalized for significant capital projects. For timber limits and timberlands, amortization is calculated using the units of production method. For all other assets, amortization is calculated using the straight-line method over the estimated useful lives of the assets. Buildings and improvements are amortized over periods of 10 to 40 years and machinery and equipment over periods of 3 to 20 years. No depreciation is recorded on assets under construction.

IMPAIRMENT OF LONG-LIVED ASSETS

IMPAIRMENT OF LONG-LIVED ASSETS

Long-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances indicating that the carrying value of the assets may not be recoverable, as measured by comparing their net book value to their estimated undiscounted future cash flows. Impaired assets are recorded at estimated fair value, determined principally by using discounted future cash flows expected from their use and eventual disposition (refer to Note 4)

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill is not amortized and is evaluated at the beginning of the fourth quarter of every year or more frequently whenever indicators of potential impairment exist. The Company performs the impairment test of goodwill at its reporting unit level. The Company has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. In performing the qualitative assessment, the Company identifies the relevant drivers of fair value of a reporting unit and the relevant events and circumstances that may have an impact on those drivers of fair value. This process involves significant judgement 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 the Company 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. If, after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then it performs Step I of the two-step impairment test. The Company can also elect to bypass the qualitative assessment and proceed directly to the Step 1 of the impairment test.

The first step is to compare the fair value of a reporting unit to its carrying value, including goodwill. The Company uses a discounted cash flow model to determine the fair value of a reporting unit. The assumptions used in the model are consistent with those we believe hypothetical marketplace participants would use. In the event that the net carrying amount exceeds the fair value of the business, the second step of the impairment test must be performed in order to determine the amount of the impairment charge. Fair value of goodwill in the Step II impairment test is estimated in the same way as goodwill was determined at the date of the acquisition in a business combination, that is, the excess of the fair value of the reporting unit over the fair value of the identifiable net assets of the business.

All goodwill as of December 31, 2012 resides in the Personal Care segment, and originates from the acquisitions of Attends Healthcare Inc. on September 1, 2011, Attends Healthcare Limited on March 1, 2012 and EAM Corporation on May 10, 2012. Please refer to Note 3 “Acquisition of businesses” for additional information regarding these acquisitions.

Indefinite-lived intangible assets are not amortized and are evaluated at the beginning of the fourth quarter of every year, or more frequently whenever indicators of potential impairment exist. The Company has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of indefinite-lived intangible assets are less than their carrying amounts. The qualitative assessment follows the same process as the one performed for goodwill, as described above. If, after assessing the qualitative factors, the Company determines that it is more likely than not that the indefinite-lived intangible assets are less than their carrying amounts, then an impairment test is required. The Company can also elect to proceed directly to the quantitative test. The impairment test consists of comparing the fair value of the indefinite-lived intangible assets determined using a variety of methodologies to their carrying amount. If the carrying amounts of the indefinite-lived intangible assets exceed their fair value, an impairment loss is recognized in an amount equal to that excess. Indefinite-lived intangible assets include trade names related to Attends^®. The Company evaluates its indefinite-lived intangible assets each reporting period to determine whether events and circumstances continue to support indefinite useful lives.

Definite lived intangible assets are stated at cost less amortization and are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Definite lived intangible assets include water rights, customer relationships, technology, trade names and supplier and non-compete agreements which are being amortized using the straight-line method over their estimated useful lives. Power purchase agreements are amortized using the straight-line method over the term of the respective contract. Cutting rights were amortized using the units of production method and were sold June 30, 2010 as part of the sale of the Wood business (refer to Note 25). Any potential impairment for definite lived intangible assets will be calculated in the same manner as that disclosed under impairment of long-lived assets.

Amortization is based mainly on the following useful lives:

	Useful life
Water rights	40 years
Customer relationships	20 to 40 years
Technology	7 to 20 years
Trade names	7 years
Supplier agreements	5 years
Power purchase agreements	25 years
Non-Compete agreements	9 years

OTHER ASSETS

OTHER ASSETS

Other assets are recorded at cost. Direct financing costs related to the issuance of long-term debt are deferred and amortized using the effective interest rate method.

ENVIRONMENTAL COSTS

ENVIRONMENTAL COSTS

Environmental expenditures for effluent treatment, air emission, landfill operation and closure, asbestos containment and removal, bark pile management, silvicultural activities and site remediation (together referred to as environmental matters) are expensed or capitalized depending on their future economic benefit. In the normal course of business, Domtar Corporation incurs certain operating costs for environmental matters that are expensed as incurred. Expenditures for property, plant and equipment that prevent future environmental impacts are capitalized and amortized on a straight-line basis over 10 to 40 years. Provisions for environmental matters are not discounted, due to uncertainty with respect to timing of expenditures, and are recorded when remediation efforts are probable and can be reasonably estimated.

ASSET RETIREMENT OBLIGATIONS

ASSET RETIREMENT OBLIGATIONS

Asset retirement obligations are recognized, at fair value, in the period in which Domtar Corporation incurs a legal obligation associated with the retirement of an asset. Conditional asset retirement obligations are recognized, at fair value, when the fair value of the liability can be reasonably estimated or on a probability-weighted discounted cash flow estimate. The associated costs are capitalized as part of the carrying value of the related asset and depreciated over its remaining useful life. The liability is accreted using the credit adjusted risk-free interest rate used to discount the cash flow.

STOCK-BASED COMPENSATION AND OTHER STOCK-BASED PAYMENTS

STOCK-BASED COMPENSATION AND OTHER STOCK-BASED PAYMENTS

Domtar Corporation recognizes the cost of employee services received in exchange for awards of equity instruments over the requisite service period, based on their grant date fair value for awards accounted for as equity and based on the quoted market value of each reporting period for awards accounted for as liability. The Company awards are accounted for as compensation expense and presented in Additional paid-in-capital on the Consolidated Balance Sheets for Equity type awards and presented in Other long-term liabilities and deferred credits on the Consolidated Balance Sheets for Liability type awards.

The Company’s awards may be subject to market, performance and/or service conditions. Any consideration paid by plan participants on the exercise of stock options or the purchase of shares is credited to Additional paid-in-capital on the Consolidated Balance Sheets. The par value included in the Additional paid-in-capital component of stock-based compensation is transferred to Common shares upon the issuance of shares of common stock.

Unless otherwise determined at the time of the grant, awards subject to service conditions vest in approximately equal installments over three years beginning on the first anniversary of the grant date and performance-based awards vest based on achievement of pre-determined performance goals over performance periods of three years. The majority of non-qualified stock options and performance share units expire at various dates no later than seven years from the date of grant. Deferred Share Units vest immediately at the grant date and are remeasured at each reporting period, until settlement, using the quoted market value.

Under the 2007 Omnibus Incentive Plan (the “Omnibus Plan”), a maximum of 1,422,214 shares are reserved for issuance in connection with awards granted or to be granted.

DERIVATIVE INSTRUMENTS

DERIVATIVE INSTRUMENTS

Derivative instruments are utilized by Domtar Corporation as part of the overall strategy to manage exposure to fluctuations in foreign currency and price on certain purchases. As a matter of policy, derivatives are not used for trading or speculative purposes. All derivatives are recorded at fair value either as assets or liabilities. When derivative instruments have been designated within a hedge relationship and are highly effective in offsetting the identified risk characteristics of specific financial assets and liabilities or group of financial assets and liabilities, hedge accounting is applied.

In a fair value hedge, changes in fair value of derivatives are recognized in the Consolidated Statements of Earnings and Comprehensive Income. The change in fair value of the hedged item attributable to the hedged risk is also recorded in the Consolidated Statements of Earnings and Comprehensive Income by way of a corresponding adjustment of the carrying amount of the hedged item recognized in the Consolidated Balance Sheets. In a cash flow hedge, changes in fair value of derivative instruments are recorded in Other comprehensive income (loss). These amounts are reclassified in the Consolidated Statements of Earnings and Comprehensive Income in the periods in which results are affected by the cash flows of the hedged item within the same line item. Any hedge ineffectiveness is recorded in the Consolidated Statements of Earnings and Comprehensive Income when incurred.

PENSION PLANS

PENSION PLANS

Domtar Corporation’s plans include funded and unfunded defined benefit and defined contribution pension plans. Domtar Corporation recognizes the overfunded or underfunded status of defined benefit and underfunded defined contribution pension plans as an asset or liability in the Consolidated Balance Sheets. The net periodic benefit cost includes the following:

• The cost of pension benefits provided in exchange for employees’ services rendered during the period,

• The interest cost of pension obligations,

• The expected long-term return on pension fund assets based on a market value of pension fund assets,

• Gains or losses on settlements and curtailments,

• The straight-line amortization of past service costs and plan amendments over the average remaining service period of approximately 9 years of the active employee group covered by the plans, and

• The amortization of cumulative net actuarial gains and losses in excess of 10% of the greater of the accrued benefit obligation or market value of plan assets at the beginning of the year over the average remaining service period of approximately 9 years of the active employee group covered by the plans.

The defined benefit plan obligations are determined in accordance with the projected unit credit actuarial cost method.

OTHER POST-RETIREMENT BENEFIT PLANS

OTHER POST-RETIREMENT BENEFIT PLANS

The Company recognizes the unfunded status of other post-retirement benefit plans (other than multiemployer plans) as a liability in the Consolidated Balance Sheets. These benefits, which are funded by Domtar Corporation as they become due, include life insurance programs, medical and dental benefits and short-term and long-term disability programs. We amortize the cumulative net actuarial gains and losses in excess of 10% of the accrued benefit obligation at the beginning of the year over the average remaining service period of approximately 10 years of the active employee group covered by the plans.

GUARANTEES

GUARANTEES

A guarantee is a contract or an indemnification agreement that contingently requires Domtar Corporation to make payments to the other party of the contract or agreement, based on changes in an underlying item that is related to an asset, a liability or an equity security of the other party or on a third party’s failure to perform under an obligating agreement. It could also be an indirect guarantee of the indebtedness of another party, even though the payment to the other party may not be based on changes in an underlying item that is related to an asset, a liability or an equity security of the other party. Guarantees, when applicable, are accounted for at fair value.

COMPREHENSIVE INCOME

ACCOUNTING CHANGES IMPLEMENTED

COMPREHENSIVE INCOME

In June 2011, the Financial Accounting Standards Board (“FASB”) issued changes to the presentation of comprehensive income. These changes give an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The option to present components of other comprehensive income as part of the statement of changes in shareholders’ equity was eliminated. The nature of the items that must be reported in other comprehensive income and the requirements for reclassification from other comprehensive income to net income were not changed. Additionally, no changes were made to the calculation and presentation of earnings per share. The Company adopted the new requirement on January 1, 2012 with no impact on the Company’s consolidated financial statements except for the change in presentation. The Company has chosen to present a single continuous statement of comprehensive income.

FUTURE ACCOUNTING CHANGES

COMPREHENSIVE INCOME

In February 2013, the FASB issued an update to Comprehensive Income, which requires an entity to provide information regarding the amounts reclassified out of accumulated other comprehensive income by component. The standard requires that companies present either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source, and the income statement line items affected by the reclassification. If a component is not required to be reclassified to net income in its entirety, companies would instead cross reference to the related footnote for additional information.

These modifications are effective for interim and annual periods beginning after December 15, 2012. The Company is currently evaluating these changes to determine which option will be chosen for the presentation of amounts reclassified out of accumulated other comprehensive income. Other than the change in presentation, the Company has determined these changes will not have an impact on the consolidated financial statements.

INTANGIBLES-GOODWILL AND OTHER

INTANGIBLES—GOODWILL AND OTHER

In July 2012, the FASB issued an update to Intangibles—Goodwill and Other, which simplifies how entities test indefinite-lived intangible assets for impairment by permitting an entity to first assess qualitative factors to determine whether it is more likely than not that the indefinite-lived intangible asset is impaired. If the entity concludes that it is more likely than not that the indefinite-lived intangible asset is impaired, then it is required to perform the quantitative impairment test. The amended provisions are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012 with early adoption permitted. The Company adopted the new requirement as of its publication date with no impact on the Company’s consolidated financial statements.

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TRADE AND OTHER PAYABLES (Tables)

12 Months Ended

Dec. 31, 2012

Components of Trade and Other Payables

The following table presents the components of trade and other payables:

	December 31, 2012		December 31, 2011
	$		$
Trade payables		358		383
Payroll-related accruals		147		168
Accrued interest		20		15
Payables on capital projects		6		11
Rebate accruals		56		45
Liability—pension and other post-retirement benefit plans (Note 7)		5		2
Provision for environment and other asset retirement obligations (Note 21)		19		24
Closure and restructuring costs liability (Note 16)		10		6
Derivative financial instruments (Note 22)		9		19
Dividend payable (Note 20)		16		13
Other		—		2
		646		688

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Stock-Based Compensation - Summary of Outstanding Awards (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012
Performance Share Units and Performance Conditioned Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Beginning balance	140,499
Granted/issued	87,314
Forfeited	(3,525)
Cancelled	(23,417)
Modified (1)	18,627
Settled
Ending balance	182,244
Beginning balance	$ 101.69
Granted/issued	$ 101.06
Forfeited	$ 96.28
Cancelled	$ 98.68
Modified (1)	$ 75.72
Settled
Ending balance	$ 104.54
Restricted Stock Unit [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Beginning balance	625,549
Granted/issued	54,470
Forfeited	(9,802)
Modified (1)	18,627
Settled	(405,786)
Ending balance	283,058
Beginning balance	$ 39.32
Granted/issued	$ 92.73
Forfeited	$ 77.88
Modified (1)	$ 78.94
Settled	$ 20.84
Ending balance	$ 77.36
Deferred Share Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted/issued	19,253
Settled	(17,991)
Granted/issued	$ 79.79
Settled	$ 53.24
Beginning balance	137,565
Ending balance	138,827
Beginning balance	$ 44.52
Ending balance	$ 48.28

XML

Other Assets - Components of Other Assets (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Other Assets [Line Items]
Pension asset-defined benefit pension plans (Note 7)	$ 41	$ 53
Unamortized debt issue costs	14	11
Deferred income tax assets (Note 10)	69	36
Investments and advances	7	5
Other	4	4
Other assets	$ 135	$ 109

XML

Summary of Significant Accounting Policies - Additional Information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Summary Of Significant Accounting Policies [Line Items]
Equity loss, net	$ 6,000,000	$ 7,000,000
Accumulated translation adjustment accounts	208,000,000	185,000,000
LIFO inventories	264,000,000	267,000,000
Excess amount of inventory if valued under FIFO instead of LIFO	62,000,000	56,000,000
Construction in Progress [Member]
Summary Of Significant Accounting Policies [Line Items]
Depreciation	$ 0
Other post-retirement benefit plans [Member]
Summary Of Significant Accounting Policies [Line Items]
Average remaining service period (in years)	10
Amortization of cumulative net actuarial gains and losses, excess percentage greater of accrued benefit obligation or market value of plan assets	10.00%
Omnibus Plan [Member]
Summary Of Significant Accounting Policies [Line Items]
Shares reserved for issuance in connection with stock awards grants	1,422,214
Pension Plans [Member]
Summary Of Significant Accounting Policies [Line Items]
Average remaining service period (in years)	9
Amortization of cumulative net actuarial gains and losses, excess percentage greater of accrued benefit obligation or market value of plan assets	10.00%
Time-Based Awards [Member]
Summary Of Significant Accounting Policies [Line Items]
Vesting period (in years)	3 years
Performance-Based Awards [Member]
Summary Of Significant Accounting Policies [Line Items]
Vesting period (in years)	3 years
Minimum [Member]
Summary Of Significant Accounting Policies [Line Items]
Amortization period of capitalized environmental cost (in years)	10
Minimum [Member] | Building and Building Improvements [Member]
Summary Of Significant Accounting Policies [Line Items]
Property, plant and equipment, amortization period, maximum (in years)	10 years
Minimum [Member] | Machinery and equipment [Member]
Summary Of Significant Accounting Policies [Line Items]
Property, plant and equipment, amortization period, maximum (in years)	3 years
Maximum [Member]
Summary Of Significant Accounting Policies [Line Items]
Amortization period of capitalized environmental cost (in years)	40
Maximum [Member] | Building and Building Improvements [Member]
Summary Of Significant Accounting Policies [Line Items]
Property, plant and equipment, amortization period, maximum (in years)	40 years
Maximum [Member] | Machinery and equipment [Member]
Summary Of Significant Accounting Policies [Line Items]
Property, plant and equipment, amortization period, maximum (in years)	20 years

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GOODWILL (Tables)

12 Months Ended

Dec. 31, 2012

Changes in Carrying Value of Goodwill

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

	December 31, 2012			December 31, 2011
	$			$
Balance at beginning of year		163			—
Acquisition of Attends Healthcare Inc.		—			163
Acquisition of Attends Healthcare Limited		71			—
Acquisition of EAM Corporation		31			—
Effect of foreign currency exchange rate change		(2	)		—
Balance at end of year		263			163

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CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2012	Dec. 31, 2012
Premium on extinguishment of debt	$ 47	$ 47

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Segment Disclosures - Additions to Property, Plant and Equipment (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Schedule of Segment Reporting Information of Long Lived Assets Net by Segment [Line Items]
Additions to property, plant and equipment	$ 239	$ 145	$ 150
Add: Change in payables on capital projects	(3)	(1)	3
Consolidated additions to property, plant and equipment per Consolidated Statements of Cash Flows	236	144	153
Pulp and Paper [Member]
Schedule of Segment Reporting Information of Long Lived Assets Net by Segment [Line Items]
Additions to property, plant and equipment	181	133	142
Distribution [Member]
Schedule of Segment Reporting Information of Long Lived Assets Net by Segment [Line Items]
Additions to property, plant and equipment	2	2	2
Personal Care [Member]
Schedule of Segment Reporting Information of Long Lived Assets Net by Segment [Line Items]
Additions to property, plant and equipment	44
Wood [Member]
Schedule of Segment Reporting Information of Long Lived Assets Net by Segment [Line Items]
Additions to property, plant and equipment			1
Reportable segment [Member]
Schedule of Segment Reporting Information of Long Lived Assets Net by Segment [Line Items]
Additions to property, plant and equipment	227	135	145
Corporate [Member]
Schedule of Segment Reporting Information of Long Lived Assets Net by Segment [Line Items]
Additions to property, plant and equipment	$ 12	$ 10	$ 5

XML

Long-Term Debt - Components of Long-Term Debt (Detail) (USD $) In Millions, unless otherwise specified			3 Months Ended			12 Months Ended			3 Months Ended			12 Months Ended		3 Months Ended		12 Months Ended		3 Months Ended		12 Months Ended			12 Months Ended			12 Months Ended			12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Mar. 31, 2012 5.375% Notes [Member]	Mar. 31, 2011 5.375% Notes [Member]	Jun. 30, 2010 5.375% Notes [Member]	Dec. 31, 2012 5.375% Notes [Member]	Dec. 31, 2011 5.375% Notes [Member]	Feb. 25, 2013 5.375% Notes [Member]	Mar. 31, 2012 7.125% Notes [Member]	Mar. 31, 2011 7.125% Notes [Member]	Jun. 30, 2010 7.125% Notes [Member]	Dec. 31, 2012 7.125% Notes [Member]	Dec. 31, 2011 7.125% Notes [Member]	Mar. 31, 2012 9.5% Notes [Member]	Mar. 31, 2011 9.5% Notes [Member]	Dec. 31, 2012 9.5% Notes [Member]	Dec. 31, 2011 9.5% Notes [Member]	Mar. 31, 2012 10.75% Notes [Member]	Mar. 31, 2011 10.75% Notes [Member]	Dec. 31, 2012 10.75% Notes [Member]	Dec. 31, 2011 10.75% Notes [Member]	Sep. 30, 2011 10.75% Notes [Member]	Dec. 31, 2012 4.4% Notes [Member]	Dec. 31, 2011 4.4% Notes [Member]	Mar. 07, 2012 4.4% Notes [Member]	Dec. 31, 2012 6.25% Notes [Member]	Dec. 31, 2011 6.25% Notes [Member]	Aug. 20, 2012 6.25% Notes [Member]	Dec. 31, 2012 Capital lease obligations [Member] Minimum [Member]	Dec. 31, 2011 Capital lease obligations [Member] Minimum [Member]	Dec. 31, 2012 Capital lease obligations [Member] Maximum [Member]	Dec. 31, 2011 Capital lease obligations [Member] Maximum [Member]
Unsecured Senior Notes [Line Items]
Unsecured notes						$ 72	$ 72					$ 166	$ 213			$ 99	$ 133			$ 272	$ 375		$ 299		$ 297	$ 249		$ 247
Capital lease obligations	50	48
Long-term debt	1,207	841
Less: Due within one year	79	4
Long-term debt, excluding current maturities	1,128	837
Long-term debt, interest rate			5.375%	5.375%		5.375%	5.375%	5.375%	7.125%	7.125%	7.125%	7.125%	7.125%	9.50%	9.50%	9.50%	9.50%	10.75%	10.75%	10.75%	10.75%	10.75%	4.40%	4.40%	4.40%	6.25%	6.25%	6.25%
Long-term debt, Maturity			2013	2013	2013	2013	2013		2015	2015	2015	2015	2015	2016	2016	2016	2016	2017	2017	2017	2017		2022	2022		2042	2042		2012	2012	2028	2028
Notional Amount						$ 72						$ 167				$ 94				$ 278			$ 300		$ 300	$ 250		$ 250

XML

Summary of Significant Accounting Policies - Amortization Period of Finite Lived Assets (Detail)	12 Months Ended
	Dec. 31, 2012
Water rights [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	40 years
Trade names [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	7 years
Supplier agreement [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	5 years
Power purchase agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	25 years
Non-Compete [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	9 years
Minimum [Member] | Customer relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	20 years
Minimum [Member] | Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	7 years
Maximum [Member] | Customer relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	40 years
Maximum [Member] | Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	20 years

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Commitments and Contingencies - Anticipated Undiscounted Payments (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012
Accrual For Environmental Loss Contingencies [Line Items]
2013	$ 19
2014	26
2015	5
2016	2
2017	1
Thereafter	76
Total	$ 129

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Derivative and Hedging Activities and Fair Value Measurement - Beginning and Ending Balances Measured at fair Value on Recurring Basis (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance	$ 5	$ 6
Net unrealized gains included in earnings (a)	1
Settlements		(1)
Transfer out of Level 3 (b)	(5)
Balance	$ 1	$ 5

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OTHER OPERATING LOSS (INCOME), NET (Tables)

12 Months Ended

Dec. 31, 2012

Components of Other Operating Loss (Income)

The Company’s other operating loss (income) includes the following:

	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
	$			$			$
Loss on sale of Ottawa/Gatineau Hydro assets (1)		3			—			—
Alternative fuel tax credits (Note 10)		—			—			(25	)
Loss (gain) on sale of businesses (Note 25)		—			(3	)		40
Gain on sale of property, plant and equipment		(1	)		(3	)		(7	)
Environmental provision		2			7			4
Foreign exchange loss (gain)		3			(3	)		6
Other		—			(2	)		2
Other operating loss (income), net		7			(4	)		20

(1) On November 20, 2012 the Company sold hydro its assets in Ottawa, Ontario and Gatineau, Quebec. The transaction of approximately $46 million (CDN $46 million), includes three power stations (21M megawatts of installed capacity), water rights in the area, as well as Domtar Inc.’s equity stake in the Chaudière Water Power Inc. a ring dam consortium. As a result, the Company incurred a loss relating to the curtailment of the pension plan of $2 million and legal fees of $1 million.

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SHAREHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2012

SHAREHOLDERS' EQUITY

NOTE 20.

SHAREHOLDERS’ EQUITY

During 2012, the Company declared one quarterly dividend of $0.35 per share and three quarterly dividends of $0.45 per share to holders of the Company’s common stock, as well as holders of exchangeable shares of Domtar (Canada) Paper Inc. The total dividends of approximately $13 million, $16 million, $16 million and $16 million were paid on April 16, 2012, July 16, 2012, October 15, 2012 and January 15, 2013, respectively, to shareholders of record as of March 15, 2012, June 15, 2012, September 17, 2012 and December 14, 2012, respectively.

During 2011, the Company declared one quarterly dividend of $0.25 per share and three quarterly dividends of $0.35 per share to holders of the Company’s common stock, as well as holders of exchangeable shares of Domtar (Canada) Paper Inc. The total dividends of approximately $10 million, $15 million, $13 million and $13 million were paid on April 15, 2011, July 15, 2011, October 17, 2011 and January 17, 2012, respectively, to shareholders of record as of March 15, 2011, June 15, 2011, September 15, 2011 and December 15, 2011, respectively.

On February 20, 2013, the Company’s Board of Directors approved a quarterly dividend of $0.45 per share to be paid to holders of the Company’s common stock, as well as holders of exchangeable shares of Domtar (Canada) Paper Inc. This dividend is to be paid on April 15, 2013 to shareholders of record on March 15, 2013.

STOCK REPURCHASE PROGRAM

On May 4, 2010, the Company’s Board of Directors authorized a stock repurchase program (“the Program”) of up to $150 million of Domtar Corporation’s common stock. On May 4, 2011, the Company’s Board of Directors approved an increase to the Program from $150 million to $600 million. On December 15, 2011, the Company’s Board of Directors approved another increase to the Program from $600 million to $1 billion. Under the Program, the Company is authorized to repurchase from time to time shares of its outstanding common stock on the open market or in privately negotiated transactions in the United States. The timing and amount of stock repurchases will depend on a variety of factors, including the market conditions as well as corporate and regulatory considerations. The Program may be suspended, modified or discontinued at any time and the Company has no obligation to repurchase any amount of its common stock under the Program. The Program has no set expiration date. The Company repurchases its common stock, from time to time, in part to reduce the dilutive effects of its stock options, awards, and to improve shareholders’ returns.

During 2012 and 2011, the Company made open market purchases of its common stock using general corporate funds. Additionally, the Company entered into structured stock repurchase agreements with large financial institutions using general corporate funds in order to lower the average cost to acquire shares. The agreements required the Company to make up-front payments to the counterparty financial institutions which resulted in either the receipt of stock at the beginning of the term of the agreements followed by a share adjustment at the maturity of the agreements, or the receipt of either stock or cash at the maturity of the agreements, depending upon the price of the stock.

During 2012, the Company repurchased 2,000,925 shares (2011—5,921,732 shares) at an average price of $78.32 (2011—$83.52) for a total cost of $157 million (2011—$494 million).

Since the inception of the Program, the Company repurchased 8,660,703 shares at an average price of $80.31 for a total cost of $695 million. All shares repurchased are recorded as Treasury stock on the Consolidated Balance Sheets under the par value method at $0.01 per share.

The authorized stated capital consists of the following:

PREFERRED SHARES

The Company is authorized to issue twenty million preferred shares, par value $0.01 per share. The Board of Directors of the Company will determine the voting powers (if any) of the shares, and the preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares at the time of issuance. No preferred shares were outstanding at December 31, 2012 or December 31, 2011.

COMMON STOCK

The Company is authorized to issue two billion shares of common stock, par value $0.01 per share. Holders of the Company’s common stock are entitled to one vote per share.

SPECIAL VOTING STOCK

One share of special voting stock, par value $0.01 per share was issued on March 7, 2007. The share of special voting stock is held by Computershare Trust Company of Canada (the “Trustee”) for the benefit of the holders of exchangeable shares of Domtar (Canada) Paper Inc. in accordance with the voting and exchange trust agreement. The Trustee holder of the share of special voting stock is entitled to vote on each matter which shareholders generally are entitled to vote, and the Trustee holder of the share of special voting stock will be entitled to cast on each such matter a number of votes equal to the number of outstanding exchangeable shares of Domtar (Canada) Paper Inc. for which the Trustee holder has received voting instructions. The Trustee holder will not be entitled to receive dividends or distributions in its capacity as holder or owner thereof.

The changes in the number of outstanding common stock and their aggregate stated value during the years ended December 31, 2012 and December 31, 2011, were as follows:

	December 31, 2012					December 31, 2011
Common stock	Number of shares			$		Number of shares			$
Balance at beginning of year		36,131,200			—		41,635,174			—
Shares issued
Stock options		5,870			—		13,115			—
Conversion of exchangeable shares		11,294			—		193,586			—
Treasury stock (1)		(1,909,760	)		—		(5,710,675	)		—
Balance at end of year		34,238,604			—		36,131,200			—

(1) During 2012, the Company repurchased 2,000,925 shares (2011—5,921,732) and issued 91,165 shares (2011—211,057) out of Treasury stock in conjunction with the exercise of stock-based compensation awards.

EXCHANGEABLE SHARES

The Company is authorized to issue unlimited exchangeable shares at no par value. A total of 607,814 common stock remains reserved for future issuance for the exchangeable shares of Domtar (Canada) Paper Inc. outstanding at December 31, 2012 (2011 – 619,108). The exchangeable shares of Domtar (Canada) Paper Inc. are intended to be substantially economic equivalent to shares of the Company’s common stock. The rights, privileges, restrictions and conditions attaching to the exchangeable shares include the following:

• The exchangeable shares are exchangeable at any time, at the option of the holder on a one-for-one basis for shares of common stock of the Company;

• In the event the Company declares a dividend on the common stock, the holders of exchangeable shares are entitled to receive from Domtar (Canada) Paper Inc. the same dividend, or an economically equivalent dividend, on their exchangeable shares;

• The holders of the exchangeable shares of Domtar (Canada) Paper Inc. are not entitled to receive notice of or to attend any meeting of the shareholders of Domtar (Canada) Paper Inc. or to vote at any such meeting, except as required by law or as specifically provided in the exchangeable share conditions;

• The exchangeable shares of Domtar (Canada) Paper Inc. may be redeemed by Domtar (Canada) Paper Inc. on a redemption date to be set by the Board of Directors of Domtar (Canada) Paper Inc., which date cannot be prior to July 31, 2023 (or earlier upon the occurrence of certain specified events) in exchange for one share of Company common stock for each exchangeable share presented and surrendered by the holder thereof, together with all declared but unpaid dividends on each exchangeable share. The Board of Directors of Domtar (Canada) Inc. is permitted to accelerate the July 31, 2023 redemption date upon the occurrence of certain events, including, upon at least 60 days prior written notice to the holders, in the event less than 416,667 exchangeable shares (excluding any exchangeable shares held directly or indirectly by the Company) are outstanding at any time.

The holders of exchangeable shares of Domtar (Canada) Paper Inc. are entitled to instruct the Trustee to vote the special voting stock as described above.

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OTHER LIABILITIES AND DEFERRED CREDITS

12 Months Ended

Dec. 31, 2012

OTHER LIABILITIES AND DEFERRED CREDITS

NOTE 19.

OTHER LIABILITIES AND DEFERRED CREDITS

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

	December 31, 2012		December 31, 2011
	$		$
Liability—other post-retirement benefit plans (Note 7)		119		111
Pension liability—defined benefit pension plans (Note 7)		188		143
Pension liability—multiemployer plan withdrawal (Note 7)		47		32
Provision for environmental and asset retirement obligations (Note 21)		64		68
Worker’s compensation		2		2
Stock-based compensation—liability awards		27		49
Other		10		12
		457		417

ASSET RETIREMENT OBLIGATIONS

The asset retirement obligations are principally linked to landfill capping obligations, asbestos removal obligations and demolition of certain abandoned buildings. At December 31, 2012, Domtar estimated the net present value of its asset retirement obligations to be $33 million (2011—$32 million); the present value is based on probability weighted undiscounted cash outflows of $79 million (2011—$80 million). The majority of the asset retirement obligations are estimated to be settled prior to December 31, 2033. However, some settlement scenarios call for obligations to be settled as late as December 31, 2051. Domtar’s credit adjusted risk-free rates were used to calculate the net present value of the asset retirement obligations. The rates used vary between 5.5% and 12.0%, based on the prevailing rate at the moment of recognition of the liability and on its settlement period.

The following table reconciles Domtar’s asset retirement obligations:

	December 31, 2012		December 31, 2011
	$		$
Asset retirement obligations, beginning of year		32		43
Revisions to estimated cash flows		—		(1	)
Sale of closed facility(1)		—		(10	)
Settlements		—		(1	)
Accretion expense		1		2
Effect of foreign currency exchange rate change		—		(1	)
Asset retirement obligations, end of year		33		32

(1) The sale of facility relates to the sale of Prince Albert in 2011.

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Income Taxes - Deferred Tax Assets and Liabilities (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Deferred Tax Assets And Liabilities [Line Items]
Accounting provisions	$ 70	$ 82
Net operating loss carryforwards and other deductions	109	104
Pension and other employee future benefit plans	100	76
Inventory	1	1
Tax credits	48	101
Other	22	33
Gross deferred tax assets	350	397
Valuation allowance	(14)	(4)
Net deferred tax assets	336	393
Property, plant and equipment	(761)	(801)
Deferred income	(1)	(19)
Impact of foreign exchange on long-term debt and investments	(13)	(13)
Intangible assets	(96)	(73)
Total deferred tax liabilities	(871)	(906)
Net deferred tax liabilities	(535)	(513)
Deferred income tax assets	45	125
Other assets (Note 15)	69	36
Deferred income taxes and other	(649)	(674)
Net deferred tax liabilities	$ (535)	$ (513)

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COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2012

Changes in Reserve for Environmental Remediation and Asset Retirement Obligations

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

	December 31, 2012			December 31, 2011
	$			$
Balance at beginning of year		92			107
Additions		2			7
Sale of business and closed facility		(2	)		(11	)
Environmental spending		(11	)		(13	)
Accretion		1			3
Effect of foreign currency exchange rate change		1			(1	)
Balance at end of year		83			92

Anticipated Undiscounted Payments

At December 31, 2012, anticipated undiscounted payments in each of the next five years are as follows:

	2013		2014		2015		2016		2017		Thereafter		Total
	$		$		$		$		$		$		$
Environmental provision and other asset retirement obligations		19		26		5		2		1		76		129

Minimum Future Payments Under Operating Leases and Other Commercial Commitments

Minimum future payments under these operating leases and other commercial commitments, determined at December 31, 2012, were as follows:

	2013		2014		2015		2016		2017		Thereafter		Total
	$		$		$		$		$		$		$
Operating leases		30		23		14		8		5		14		94
Other commercial commitments		112		7		5		3		3		1		131

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INTEREST EXPENSE, NET (Tables)

12 Months Ended

Dec. 31, 2012

Components of Interest Expense

The following table presents the components of interest expense:

	Year ended December 31, 2012			Year ended December 31, 2011		Year ended December 31, 2010
	$			$		$
Interest on long-term debt (1)		76			76		97
Loss on repurchase of long-term debt		47			4		35
Reversal of fair value decrement (increment) on debentures		(2	)		—		12
Receivables securitization		1			1		2
Amortization of debt issue costs and other		9			7		10
		131			88		156
Less: Interest income		—			1		1
		131			87		155

(1) The Company capitalized $3 million of interest expense in 2012 (2011—nil; 2010—$4 million).

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COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2012

COMMITMENTS AND CONTINGENCIES

NOTE 21.

COMMITMENTS AND CONTINGENCIES

ENVIRONMENT

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

In 2012, the Company’s operating expenses for environmental matters, as described in Note 1, amounted to $64 million ($62 million in 2011 and 2010, respectively).

The Company made capital expenditures for environmental matters of $4 million in 2012 (2011—$8 million; 2010—$3 million). This excludes $6 million spent under the Pulp and Paper Green Transformation Program, which was reimbursed by the Government of Canada (2011—$83 million; 2010—$51 million), for the improvement of air emissions and energy efficiency, effluent treatment and remedial actions to address environmental compliance.

An action was commenced by Seaspan International Ltd. (“Seaspan”) in the Supreme Court of British Columbia, on March 31, 1999 against Domtar Inc. and others with respect to alleged contamination of Seaspan’s site bordering Burrard Inlet in North Vancouver, British Columbia, including contamination of sediments in Burrard Inlet, due to the presence of creosote and heavy metals. Beyond the filing of preliminary pleadings, no steps have been taken by the parties in this action. On February 16, 2010, the government of British Columbia issued a Remediation Order to Seaspan and Domtar Inc. (“responsible persons”) in order to define and implement an action plan to address soil, sediment and groundwater issues. This Order was appealed to the Environmental Appeal Board (“Board”) on March 17, 2010 but there is no suspension in the execution of this Order unless the Board orders otherwise. The appeal hearing has been adjourned and has been preliminarily re-scheduled for the fall of 2013. The relevant government authorities selected a remediation plan on July 15, 2011, and on January 8, 2013, the same authorities decided that each responsible persons’ implementation plan is satisfactory and that the responsible persons decide which plan is to be used. On February 6, 2013, the responsible persons appealed the January 8, 2013 decision and Seaspan applied for a stay of execution. On February 18, 2013, the Board granted an interim stay of the January 8, 2013 decision. The Company has recorded an environmental reserve to address its estimated exposure and the reasonably possible loss in excess of the reserve is not considered to be material for this matter.

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

	December 31, 2012			December 31, 2011
	$			$
Balance at beginning of year		92			107
Additions		2			7
Sale of business and closed facility		(2	)		(11	)
Environmental spending		(11	)		(13	)
Accretion		1			3
Effect of foreign currency exchange rate change		1			(1	)
Balance at end of year		83			92

At December 31, 2012, anticipated undiscounted payments in each of the next five years are as follows:

	2013		2014		2015		2016		2017		Thereafter		Total
	$		$		$		$		$		$		$
Environmental provision and other asset retirement obligations		19		26		5		2		1		76		129

Climate change regulation

Since 1997, when an international conference on global warming concluded an agreement known as the Kyoto Protocol, which called for reductions of certain emissions that may contribute to increases in atmospheric greenhouse gas (“GHG”) concentrations, various international, national and local laws have been proposed or implemented focusing on reducing GHG emissions. These actual or proposed laws do or may apply in the countries where the Company currently has, or may have in the future, manufacturing facilities or investments.

In the United States, Congress has considered legislation to reduce emissions of GHGs, although it appears that the federal government will continue to consider methods to reduce GHG emissions from public utilities and certain other emitters. Several states already are regulating GHG emissions from public utilities and certain other significant emitters, primarily through regional GHG cap-and-trade programs. Furthermore, the U.S. Environmental Protection Agency (“EPA”) has adopted and implemented GHG permitting requirements for new sources and modifications of existing industrial facilities and has recently proposed GHG performance standards for electric utilities under the agency’s existing Clean Air Act authority. Passage of GHG legislation by Congress or individual states, or the adoption of regulations by the EPA or analogous state agencies, that restrict emissions of GHGs in areas in which the Company conducts business could have a variety of impacts upon the Company, including requiring it to implement GHG containment and reduction programs or to pay taxes or other fees with respect to any failure to achieve the mandated results. This, in turn, will increase the Company’s operating costs. However, the Company does not expect to be disproportionately affected by these measures compared with other pulp and paper producers in the United States.

The province of Quebec initiated, as part of its commitment to the Western Climate Initiative (“WCI”), a GHG cap-and-trade system on January 1, 2012. Reduction targets for Quebec have been promulgated and are effective January 1, 2013. The Company does not expect the cost of compliance will have a material impact on the Company’s financial position, results of operations or cash flows. With the exception of the British Columbia carbon tax, which applies to the purchase of fossil fuels within the province and which was implemented in 2008, there are presently no federal or provincial legislation on regulatory obligations that affect the emission of GHGs for the Company’s pulp and paper operations elsewhere in Canada.

Under the Copenhagen Accord, the Government of Canada has committed to reducing greenhouse gases by 17 percent from 2005 levels by 2020. A sector by sector approach is being used to set performance standards to reduce greenhouse gases. On September 5, 2012 final regulations were published for the coal-fired electrical generators which will go in force July 1, 2015. The industry sector, which includes pulp and paper, is the next sector to undergo this review. The Company does not expect the performance standards to be disproportionately affected by these future measures compared with other pulp and paper producers in Canada.

While it is likely that there will be increased regulation relating to GHG emissions in the future, at this time it is not possible to estimate either a timetable for the promulgation or implementation of any new regulations or the Company’s cost of compliance to said regulations. The impact could, however, be material.

The Company is also a party to various proceedings relating to the cleanup of hazardous waste sites under the Comprehensive Environmental Response Compensation and Liability Act, commonly known as “Superfund,” and similar state laws. The EPA and/or various state agencies have notified the Company that it may be a potentially responsible party with respect to other hazardous waste sites as to which no proceedings have been instituted against the Company. The Company continues to take remedial action under its Care and Control Program, at its former wood preserving sites, and at a number of operating sites due to possible soil, sediment or groundwater contamination. The investigation and remediation process is lengthy and subject to the uncertainties of changes in legal requirements, technological developments and, if and when applicable, the allocation of liability among potentially responsible parties.

At December 31, 2012, the Company had a provision of $83 million for environmental matters and other asset retirement obligations (2011—$92 million). Additional costs, not known or identifiable, could be incurred for remediation efforts. Based on policies and procedures in place to monitor environmental exposure, management believes that such additional remediation costs would not have a material adverse effect on the Company’s financial position, results of operations or cash flows.

Industrial Boiler Maximum Achievable Control Technology Standard (“MACT”)

On December 2, 2011, the EPA proposed a new set of standards related to emissions from boilers and process heaters included in the Company’s manufacturing processes. These standards are generally referred to as Boiler MACT and seek to require reductions in the emission of certain hazardous air pollutants or surrogates of hazardous air pollutants. The EPA announced the final rule on December 12, 2012 and it was subsequently published in the Federal Register on January 31, 2013. Compliance will be required by the end of 2015 or early 2016 for existing emission units or upon startup for any new emission units. The Company expects that the capital cost required to comply with the Boiler MACT rules is between $25 million and $35 million. The Company is currently assessing the associated increase in operating costs as well as alternate compliance strategies.

CONTINGENCIES

In the normal course of operations, the Company becomes involved in various legal actions mostly related to contract disputes, patent infringements, environmental and product warranty claims, and labor issues. While the final outcome with respect to actions outstanding or pending at December 31, 2012, cannot be predicted with certainty, it is management’s opinion that, except as noted below, their resolution will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.

On July 31, 1998, Domtar Inc. (now a 100% owned subsidiary of Domtar Corporation) acquired all of the issued and outstanding shares of E.B. Eddy Limited and E.B. Eddy Paper, Inc. (“E.B. Eddy”), an integrated producer of specialty paper and wood products. The purchase agreement included a purchase price adjustment whereby, in the event of the acquisition by a third party of more than 50% of the shares of Domtar Inc. in specified circumstances, Domtar Inc. may be required to pay an increase in consideration of up to a maximum of $121 million (CDN $120 million), an amount gradually declining over a 25-year period. At March 7, 2007, the maximum amount of the purchase price adjustment was approximately $111 million (CDN $110 million).

On March 14, 2007, the Company received a letter from George Weston Limited (the previous owner of E.B. Eddy and a party to the purchase agreement) demanding payment of $111 million (CDN $110 million) as a result of the consummation of the series of transactions whereby the Fine Paper Business of Weyerhaeuser Company was transferred to the Company and the Company acquired Domtar Inc. (the “Transaction”). On June 12, 2007, an action was commenced by George Weston Limited against Domtar Inc. in the Superior Court of Justice of the Province of Ontario, Canada, claiming that the consummation of the Transaction triggered the purchase price adjustment and sought a purchase price adjustment of $111 million (CDN $110 million) as well as additional compensatory damages. On March 31, 2011, George Weston Limited filed a motion for summary judgment. On September 3, 2012, the Court directed that this matter proceed to examinations for discovery and trial, rather than proceed by way of summary judgment. The trial is expected to commence on October 21, 2013. The Company does not believe that the consummation of the Transaction triggers an obligation to pay an increase in consideration under the purchase price adjustment and intends to defend itself vigorously against any claims with respect thereto. However, the Company may not be successful in the defense of such claims, and if the Company is ultimately required to pay an increase in consideration, such payment may have a material adverse effect on the Company’s financial position, results of operations or cash flows. No provision is recorded for this matter.

LEASE AND OTHER COMMERCIAL COMMITMENTS

The Company has entered into operating leases for property, plant and equipment. The Company also has commitments to purchase property, plant and equipment, roundwood, wood chips, gas and certain chemicals. Purchase orders in the normal course of business are excluded from the table below. Any amounts for which the Company is liable under purchase orders are reflected in the Consolidated Balance Sheets as Trade and other payables. Minimum future payments under these operating leases and other commercial commitments, determined at December 31, 2012, were as follows:

	2013		2014		2015		2016		2017		Thereafter		Total
	$		$		$		$		$		$		$
Operating leases		30		23		14		8		5		14		94
Other commercial commitments		112		7		5		3		3		1		131

Total operating lease expense amounted to $34 million in 2012 ($32 million in 2011 and 2010, respectively).

INDEMNIFICATIONS

In the normal course of business, the Company offers indemnifications relating to the sale of its businesses and real estate. In general, these indemnifications may relate to claims from past business operations, the failure to abide by covenants and the breach of representations and warranties included in the sales agreements. Typically, such representations and warranties relate to taxation, environmental, product and employee matters. The terms of these indemnification agreements are generally for an unlimited period of time. At December 31, 2012, the Company is unable to estimate the potential maximum liabilities for these types of indemnification guarantees as the amounts are contingent upon the outcome of future events, the nature and likelihood of which cannot be reasonably estimated at this time. Accordingly, no provision has been recorded. These indemnifications have not yielded a significant expense in the past.

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DERIVATIVES AND HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENT

12 Months Ended

Dec. 31, 2012

DERIVATIVES AND HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENT

NOTE 22.

DERIVATIVES AND HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENT

INTEREST RATE RISK

The Company is exposed to interest rate risk arising from fluctuations in interest rates on its cash and cash equivalents, bank indebtedness, bank credit facility and long-term debt. The Company may manage this interest rate exposure through the use of derivative instruments such as interest rate swap contracts.

CREDIT RISK

The Company is exposed to credit risk on the accounts receivable from its customers. In order to reduce this risk, the Company reviews new customers’ credit history before granting credit and conducts regular reviews of existing customers’ credit performance. As at December 31, 2012, one of Domtar’s Paper segment customers located in the United States represented 11% ($64 million) ((2011—9% ($58 million)) of the Company’s receivables.

The Company is also exposed to credit risk in the event of non-performance by counterparties to its financial instruments. The Company minimizes this exposure by entering into contracts with counterparties that are believed to be of high credit quality. Collateral or other security to support financial instruments subject to credit risk is usually not obtained. The credit standing of counterparties is regularly monitored. Additionally, the Company is exposed to credit risk in the event of non-performance by its insurers. The Company minimizes this exposure by doing business only with large reputable insurance companies.

COST RISK

Cash flow hedges:

The Company purchases natural gas at the prevailing market price at the time of delivery. In order to manage the cash flow risk associated with purchases of natural gas, the Company may utilize derivative financial instruments or physical purchases to fix the price of forecasted natural gas purchases. The Company formally documents the hedge relationships, including identification of the hedging instruments and the hedged items, the risk management objectives and strategies for undertaking the hedge transactions, and the methodologies used to assess effectiveness and measure ineffectiveness. Current contracts are used to hedge forecasted purchases over the next five years. The effective portion of changes in the fair value of derivative contracts designated as cash flow hedges is recorded as a component of Accumulated other comprehensive loss within Shareholders’ equity, and is recognized in Cost of sales in the period in which the hedged transaction occurs.

The following table presents the volumes under derivative financial instruments for natural gas contracts outstanding as of December 31, 2012 to hedge forecasted purchases:

Commodity	Notional contractual quantity under derivative contracts				Notional contractual value under derivative contracts (in millions of dollars)		Percentage of forecasted purchases under derivative contracts for
							2013			2014			2015			2016
Natural gas		13,320,000	MMBTU	(1)	$	56		31	%		34	%		15	%		12	%

(1) MMBTU: Millions of British thermal units

The natural gas derivative contracts were fully effective for accounting purposes as of December 31, 2012. The critical terms of the hedging instruments and the hedged items match. As a result, there were no amounts reflected in the Consolidated Statements of Earnings and Comprehensive Income for the year ended December 31, 2012 resulting from hedge ineffectiveness (2011 and 2010—nil).

FOREIGN CURRENCY RISK

Cash flow hedges:

The Company has manufacturing operations in the United States, Canada, Sweden and China. As a result, it is exposed to movements in foreign currency exchange rates in Canada, Europe and Asia. Moreover, certain assets and liabilities are denominated in currencies other than the U.S. dollar and are exposed to foreign currency movements. As a result, the Company’s earnings are affected by increases or decreases in the value of the Canadian dollar and of other European and Asian currencies relative to the U.S. dollar. The Company’s Swedish subsidiary is exposed to movements in foreign currency exchange rates on transactions denominated in a different currency than its Euro functional currency. The Company’s risk management policy allows it to hedge a significant portion of its exposure to fluctuations in foreign currency exchange rates for periods up to three years. The Company may use derivative instruments (currency options and foreign exchange forward contracts) to mitigate its exposure to fluctuations in foreign currency exchange rates or to designate them as hedging instruments in order to hedge the subsidiary’s cash flow risk for purposes of the consolidated financial statements.

The Company formally documents the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking the hedge transactions. Foreign exchange currency options contracts used to hedge forecasted purchases in Canadian dollars by the Canadian subsidiary and forecasted sales in British Pound Sterling and forecasted purchases in U.S. dollars by the Swedish subsidiary are designated as cash flow hedges. Current contracts are used to hedge forecasted sales or purchases over the next 12 months. The effective portion of changes in the fair value of derivative contracts designated as cash flow hedges is recorded as a component of Other comprehensive income (loss) and is recognized in Cost of sales or in Sales in the period in which the hedged transaction occurs.

Net investment hedge:

The Company uses foreign exchange currency option contracts maturing in February 2013 to hedge the net assets of Attends Europe to offset the foreign currency translation and economic exposures related to its investment in the subsidiary. The Company is exposed to movements in foreign currency exchange rates of the Euro versus the U.S. dollar as Attends Europe has a Euro functional currency whereas the Company has a U.S. dollar functional and reporting currency. The effective portion of changes in the fair value of derivative contracts designated as net investment hedges is recorded in Other comprehensive income (loss) as part of the Foreign currency translation adjustments.

The following table presents the currency values under contracts pursuant to currency options outstanding as of December 31, 2012 to hedge forecasted purchases, forecasted sales and the net investment:

Contract		Notional contractual value		Percentage of forecasted  net exposures under contracts for
				2013
Currency options purchased	CDN	$	425		50	%
	EUR	€	176		92	%
	USD	$	34		100	%
	GBP	£	19		93	%
Currency options sold	CDN	$	425		50	%
	EUR	€	76		40	%
	USD	$	34		100	%
	GBP	£	19		93	%

The currency options are fully effective as at December 31, 2012. The critical terms of the hedging instruments and the hedged items match. As a result, there were no amounts reflected in the Consolidated Statements of Earnings and Comprehensive Income for the year ended December 31, 2012 resulting from hedge ineffectiveness (2011 and 2010—nil).

The Effect of Derivative Instruments on the Consolidated Statements of Earnings and Comprehensive Income and Consolidated Statement of Shareholders’ Equity, Net of Tax

Derivatives Designated as Cash Flow and Net Investment Hedging Instruments under the Derivatives and Hedging Topic of FASB ASC	Gain (Loss) Recognized in Other comprehensive income (loss) on Derivatives (Effective Portion)									Gain (Loss) Reclassified from Other comprehensive income (loss) into Income (Effective Portion)
	For the year ended									For the year ended
	December 31, 2012			December 31, 2011			December 31, 2010			December 31, 2012			December 31, 2011			December 31, 2010
	$			$			$			$			$			$
Natural gas swap contracts (a)		(2	)		(7	)		(8	)		(6	)		(6	)		(9	)
Currency options (b)		4			(6	)		4			(2	)		7			11
Net investment hedge (c)		(2	)		—			—			—			—			—
Total		—			(13	)		(4	)		(8	)		1			2

(a) The Gain (Loss) reclassified from Other comprehensive income (loss) into Income (Effective Portion) is recorded in Cost of Sales.

(b) The Gain (Loss) reclassified from Other comprehensive income (loss) into Income (Effective Portion) is recorded in Cost of Sales or Sales.

(c) Gains and losses from the settlements of the Company’s net investment hedge remain in Other comprehensive income (loss) until partial or complete liquidation of the net investment.

FAIR VALUE MEASUREMENT

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

Level 1	Quoted prices in active markets for identical assets or liabilities.
Level 2	Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3	Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

The following tables present information about the Company’s financial assets and financial liabilities measured at fair value on a recurring basis (except Long-term debt, see (c) below) for the years ended December 31, 2012 and December 31, 2011, in accordance with the accounting standards for fair value measurements and disclosures and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.

Fair Value of financial instruments at:	December 31, 2012		Quoted prices  in active markets for identical assets (Level 1)		Significant observable inputs (Level 2)		Significant unobservable inputs (Level 3)			Balance sheet classification
	$		$		$		$
Derivatives designated as cash flow and net investment hedging instruments under the Derivatives and Hedging Topic of FASB ASC:
Asset derivatives
Currency options		6		—		6		—	(a)	Prepaid expenses
Natural gas swap contracts		1		—		1		—	(a)	Intangible assets and Deferred Charges
Total Assets		7		—		7		—
Liabilities derivatives
Currency options		5		—		5		—	(a)	Trade and other payables
Natural gas swap contracts		4		—		4		—	(a)	Trade and other payables
Natural gas swap contracts		1		—		1		—	(a)	Other liabilities and deferred credits
Total Liabilities		10		—		10		—
Other Instruments
Asset backed notes		6		—		5		1	(b)	Other assets
Long-term debt		1,360		1,360		—		—	(c)	Long-term debt

The cumulative loss recorded in Other comprehensive income (loss) relating to natural gas contracts of $4 million at December 31, 2012, will be recognized in Cost of sales upon maturity of the derivatives over the next 12 months at the then prevailing values, which may be different from those at December 31, 2012.

The cumulative gain recorded in Other comprehensive income (loss) relating to currency options hedging forecasted purchases of $1 million at December 31, 2012, will be recognized in Cost of sales or Sales upon maturity of the derivatives over the next 12 months at the then prevailing values, which may be different from those at December 31, 2012.

Fair Value of financial instruments at:	December 31, 2011		Quoted prices in active markets for identical assets (Level 1)		Significant observable inputs (Level 2)		Significant unobservable inputs (Level 3)				Balance sheet classification
	$		$		$		$
Derivatives designated as cash flow and net investment hedging instruments under the Derivatives and Hedging Topic of FASB ASC:
Asset derivatives
Currency options		7		—		7		—	(a)		Prepaid expenses
Total Assets		7		—		7		—
Liabilities derivatives
Currency options		11		—		11		—	(a	)	Trade and other payables
Natural gas swap contracts		8		—		8		—	(a	)	Trade and other payables
Natural gas swap contracts		3		—		3		—	(a	)	Other liabilities and deferred credits
Total Liabilities		22		—		22		—
Other Instruments:
Asset backed notes		5		—		—		5	(d	)	Other assets
Long-term debt		992		992		—		—	(c	)	Long-term debt

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

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

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

(b) ABN is reported at fair value utilizing Level 2 or Level 3 inputs. Fair value of ABN reported under Level 2 is based on current market quotes. Fair value of ABN reported under Level 3 is based on the value of the collateral investments held in the conduit issuer, reduced by the negative value of credit default derivatives, with an additional discount applied for illiquidity.

(c) Fair value of the Company’s long-term debt is measured by comparison to market prices of its debt. In accordance with US GAAP, the Company’s long-term debt is not carried at fair value on the Consolidated Balance Sheets at December 31, 2012 and December 31, 2011. However, fair value disclosure is required. The carrying value of the Company’s long-term debt is $1,207 million and $841 million at December 31, 2012 and December 31, 2011, respectively.

(d) Fair value of ABN is classified under Level 3 and is mainly based on a financial model incorporating uncertainties regarding return, credit spreads, the nature and credit risk of underlying assets, the amounts and timing of cash inflows and the limited market for the notes at December 31, 2011.

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

The following table reconciles the beginning and ending balances of ABN measured at fair value on a recurring basis using significant unobservable (Level 3) inputs during the reported periods.

	Asset backed notes
Balance at January 1, 2011		6
Settlements		(1	)
Balance at December 31, 2011		5
Balance at January 1, 2012		5
Net unrealized gains included in earnings (a)		1
Transfer out of Level 3 (b)		(5	)
Balance at December 31, 2012		1

(a) Earnings effect is primarily included in Other operating loss (income), net in the Consolidated Statement of Earnings and Comprehensive Income.

(b) Transfers out of Level 3 are considered to occur at the end of the period. ABN were reclassified to Level 2 from Level 3 as a result of increased trading activity and the presence of observable market quotes for these assets.

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CONSOLIDATED STATEMENTS OF CASH FLOWS In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Dec. 31, 2010 USD ($)
Operating activities
Net earnings	$ 172	$ 365	$ 605
Adjustments to reconcile net earnings to cash flows from operating activities
Depreciation and amortization	385	376	395
Deferred income taxes and tax uncertainties (NOTE 10)	(1)	40	(174)
Impairment and write-down of property, plant and equipment and intangible assets (NOTE 4)	14	85	50
Loss on repurchase of long-term debt and debt restructuring costs		4	47
Net losses (gains) on disposals of property, plant and equipment and sale of businesses	2	(6)	33
Stock-based compensation expense	5	3	5
Equity loss, net	6	7
Other	(13)		(2)
Changes in assets and liabilities, excluding the effects of acquisition and sale of businesses
Receivables	99	(12)	(73)
Inventories	5	2	39
Prepaid expenses	(3)	2	6
Trade and other payables	(118)	(27)	(11)
Income and other taxes	(4)	33	344
Difference between employer pension and other post-retirement contributions and pension and other post-retirement expense	(13)	(18)	(120)
Other assets and other liabilities	15	29	22
Cash flows provided from operating activities	551	883	1,166
Investing activities
Additions to property, plant and equipment	(236)	(144)	(153)
Proceeds from disposals of property, plant and equipment	49	34	26
Proceeds from sale of businesses and investments		10	185
Acquisition of businesses, net of cash acquired	(293)	(288)
Investment in joint venture	(6)	(7)
Cash flows (used for) provided from investing activities	(486)	(395)	58
Financing activities
Dividend payments	(58)	(49)	(21)
Net change in bank indebtedness	11	(16)	(19)
Issuance of long-term debt	548
Repayment of long-term debt	(192)	(18)	(898)
Debt issue and tender offer costs		(7)	(35)
Stock repurchase	(157)	(494)	(44)
Prepaid on structured stock repurchase, net			2
Other		10	(3)
Cash flows provided from (used for) financing activities	152	(574)	(1,018)
Net increase (decrease) in cash and cash equivalents	217	(86)	206
Cash and cash equivalents at beginning of year	444	530	324
Cash and cash equivalents at end of year	661	444	530
Supplemental cash flow information
Interest (including $47 million of tender offer premiums in 2012)	116	74	107
Income taxes paid	$ 76	$ 60	$ 28

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SEGMENT DISCLOSURES

12 Months Ended

Dec. 31, 2012

SEGMENT DISCLOSURES

NOTE 23.

SEGMENT DISCLOSURES

On September 1, 2011, the Company purchased Attends Healthcare, Inc. As a result, an additional reportable segment, Personal Care, was added. On March 1, 2012 and May 10, 2012, the Company grew its Personal Care segment with the purchase of Attends Healthcare Limited and EAM Corporation, respectively. (See Note 3 “Acquisition of Businesses” for further information).

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

• Pulp and Paper Segment—comprises the manufacturing, sale and distribution of communication, specialty and packaging papers, as well as softwood, fluff and hardwood market pulp.

• Distribution Segment—comprises the purchasing, warehousing, sale and distribution of the Company’s paper products and those of other manufacturers. These products include business and printing papers, certain industrial products and printing supplies.

• Personal Care Segment—consists of the manufacturing, sale and distribution of adult incontinence products and high quality absorbent cores.

• Wood—comprises the manufacturing and marketing of lumber and wood-based value-added products and the management of forest resources. The Company sold its Wood segment in the second quarter of 2010.

The accounting policies of the reportable segments are the same as described in Note 1. The Company evaluates performance based on operating income, which represents sales, reflecting transfer prices between segments at fair value, less allocable expenses before interest expense and income taxes. Segment assets are those directly used in segment operations.

The Company attributes sales to customers in different geographical areas on the basis of the location of the customer.

Long-lived assets consist of property, plant and equipment, intangible assets and goodwill used in the generation of sales in the different geographical areas.

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

SEGMENT DATA	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
	$			$			$
Sales
Pulp and Paper (1)		4,575			4,953			5,070
Distribution		685			781			870
Personal Care		399			71			—
Wood (2)		—			—			150
Total for reportable segments		5,659			5,805			6,090
Intersegment sales—Pulp and Paper		(177	)		(193	)		(229	)
Intersegment sales—Wood		—			—			(11	)
Consolidated sales		5,482			5,612			5,850
Depreciation and amortization and impairment and write-down of property, plant and equipment and intangible assets
Pulp and Paper		361			368			381
Distribution		4			4			4
Personal Care		20			4			—
Wood (2)		—			—			10
Total for reportable segments		385			376			395
Impairment and write-down of property, plant and equipment—Pulp and Paper		9			85			50
Impairment and write-down of intangible assets—Distribution		5			—			—
Consolidated depreciation and amortization and impairment and write-down of property, plant and equipment and intangible assets		399			461			445
Operating income (loss)
Pulp and Paper		346			581			667
Distribution		(16	)		—			(3	)
Personal Care		45			7			—
Wood (2)		—			—			(54	)
Corporate		(8	)		4			(7	)
Consolidated operating income		367			592			603
Interest expense, net		131			87			155
Earnings before income taxes and equity earnings		236			505			448
Income tax expense (benefit)		58			133			(157	)
Equity loss, net of taxes		6			7			—
Net earnings		172			365			605

SEGMENT DATA (CONTINUED)	December 31, 2012		December 31, 2011
	$		$
Segment assets
Pulp and Paper		4,564		4,874
Distribution		73		84
Personal Care		841		458
Total for reportable segments		5,478		5,416
Corporate		645		453
Consolidated assets		6,123		5,869

	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
	$			$			$
Additions to property, plant and equipment
Pulp and Paper		181			133			142
Distribution		2			2			2
Personal Care		44			—			—
Wood (2)		—			—			1
Total for reportable segments		227			135			145
Corporate		12			10			5
Consolidated additions to property, plant and equipment		239			145			150
Add: Change in payables on capital projects		(3	)		(1	)		3
Consolidated additions to property, plant and equipment per Consolidated Statements of Cash Flows		236			144			153

(1) In 2012 and 2011, Staples, one of the Company’s largest customers in the Pulp and Paper segment, represented approximately 11% of the total sales.

(2) The Wood segment was sold in the second quarter of 2010.

	Year ended December 31, 2012		Year ended December 31, 2011		Year ended December 31, 2010
	$		$		$
Geographic information
Sales
United States		4,086		4,200		4,245
Canada		716		756		837
China		155		229		375
Europe		250		161		160
Other foreign countries		275		266		233
		5,482		5,612		5,850

SEGMENT DATA (CONTINUED)	December 31, 2012		December 31, 2011
	$		$
Long-lived assets
United States		2,629		2,675
Canada		1,069		1,148
Other foreign countries		275		3
		3,973		3,826

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Pension Plans and Other Post-Retirement Benefit Plans - Components of Net Periodic Benefit Cost for Pension Plans and Other Post-Retirement Benefit Plans (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012 Pension plans [Member]	Dec. 31, 2011 Pension plans [Member]	Dec. 31, 2010 Pension plans [Member]	Dec. 31, 2012 Other post-retirement benefit plans [Member]	Dec. 31, 2011 Other post-retirement benefit plans [Member]	Dec. 31, 2010 Other post-retirement benefit plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost for the year				$ 40	$ 35	$ 32	$ 3	$ 3	$ 3
Interest expense				85	87	87	6	6	7
Amortization of net actuarial loss							1		1
Curtailment loss (gain)	9	16	41	1	22	12	(12)		(13)
Amortization of prior year service costs				4	11	4	(9)	(1)	(1)
Settlement loss (gain)				115	4				(1)
Net periodic benefit cost				51	80	68	(3)	8	(4)
Expected return on plan assets				(97)	(103)	(92)
Amortization of net actuarial loss				19	14	24	1
Settlement loss (gain)				1	23	16
Amortization of prior year service costs				$ 3	$ 2	$ 3

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Closure and Restructuring Costs and Liability - Activity in Closure and Restructuring Liability (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Schedule Of Restructuring Reserve [Line Items]
Balance at beginning of year	$ 6	$ 17
Additions	7	7
Severance payments	(2)	(10)
Changes in estimates	(1)	(8)
Balance at end of year	$ 10	$ 6

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STOCK-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2012

Monte Carlo Simulation [Member]

Assumptions Used in Calculating Fair Value of Options Granted

The following assumptions were used in calculating the fair value of the units granted: 

	2012			2011
Dividend yield		1.383	%		0.870	%
Expected volatility 1 year		38	%		36	%
Expected volatility 3 years		66	%		86	%
Risk-free interest rate December 31, 2011		—			0.411	%
Risk-free interest rate December 31, 2012		0.993	%		0.869	%
Risk-free interest rate December 31, 2013		0.662	%		1.388	%
Risk-free interest rate December 31, 2014		0.711	%		—

Black-Scholes Based Option Pricing Model [Member]

Assumptions Used in Calculating Fair Value of Options Granted

The following assumptions were used in calculating the fair value of the options granted:

	2010
Dividend yield		0	%
Expected volatility		75	%
Risk-free interest rate		3	%
Expected life		7 years

Performance Share Units and Performance Conditioned Restricted Stock Units [Member]

Summary of Outstanding Awards

These awards will cliff vest on December 31, 2014.

PSU/PCRSU	Number of units			Weighted average grant date fair value
				$
Vested and non-vested at December 31, 2011		140,499			101.69
Granted/issued		87,314			101.06
Forfeited		(3,525	)		96.28
Cancelled		(23,417	)		98.68
Modified (1)		(18,627	)		75.72
Vested and settled		—			—
Vested and non-vested at December 31, 2012		182,244			104.54

(1) In December 2012, the Human Resources Committee modified a performance condition that affected the vesting of awards; as such, 18,627 units of previously granted PSUs were modified to Restricted Stock Units (“RSUs”). This modification affected three employees; two non-management committee members and one management committee member. No significant incremental costs were incurred as a result of this modification.

Restricted Stock Units [Member]

Summary of Outstanding Awards

The grant date fair value of RSUs is equal to the market value of the Company’s stock on the date the awards are granted. 

RSU	Number of units			Weighted average grant date fair value
				$
Non-vested at December 31, 2011		625,549			39.32
Granted/issued		54,470			92.73
Forfeited		(9,802	)		77.88
Modified (1)		18,627			78.94
Vested and settled		(405,786	)		20.84
Non-vested at December 31, 2012		283,058			77.36

(1) In December 2012, the Human Resources Committee modified a performance condition that affected the vesting of awards; as such, 18,627 units of previously granted PSUs were modified to RSUs. This modification affected three employees; two non-management committee members and one management committee member. No significant incremental costs were incurred as a result of this modification.

Deferred Share Units [Member]

Summary of Outstanding Awards

In 2012, 3,758 vested awards were deferred to DSUs, and those DSUs will be settled in share of common stock in February 2019.

DSU	Number of units			Weighted-average grant date fair value
				$
Vested at December 31, 2011		137,565			44.52
Granted/issued		19,253			79.79
Settled		(17,991	)		53.24
Vested at December 31, 2012		138,827			48.28

Stock option [Member]

Summary of Outstanding Awards

The options expire at various dates no later than seven years from the date of grant.

OPTIONS (including Performance options)	Number of options			Weighted average exercise price		Weighted average remaining life (in years)		Aggregate intrinsic value (in  millions)
				$				$
Outstanding at December 31, 2009		658,583			58.15		3.3		—
Granted		48,880			66.81		6.4		0.4
Exercised		(86,573	)		20.37		—		—
Forfeited/expired		(29,574	)		62.36		—		—
Outstanding at December 31, 2010		591,316			64.19		4.0		12.1
Options exercisable at December 31, 2010		272,799			81.78		2.9		0.9
Outstanding at December 31, 2010		591,316			64.19		4.0		12.1
Exercised		(182,480	)		45.63		—		—
Forfeited/expired		(55,175	)		95.36		—		—
Outstanding at December 31, 2011		353,661			68.90		3.1		7.0
Options exercisable at December 31, 2011		160,590			80.79		2.4		0.7
Outstanding at December 31, 2011		353,661			68.90		3.1		7.0
Exercised		(66,416	)		30.59		—		—
Forfeited/expired		(51,654	)		60.30		—		—
Outstanding at December 31, 2012		235,591			81.56		2.2		4.2
Options exercisable at December 31, 2012		136,028			61.36		2.4		2.8

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LONG-TERM DEBT (Tables)

12 Months Ended

Dec. 31, 2012

Components of Long-Term Debt

	Maturity		Notional Amount		Currency		December 31, 2012		December 31, 2011
			$				$		$
Unsecured notes
5.375% Notes		2013		72		US		72		72
7.125% Notes		2015		167		US		166		213
9.5% Notes		2016		94		US		99		133
10.75% Notes		2017		278		US		272		375
4.4% Notes		2022		300		US		299		—
6.25% Notes		2042		250		US		249		—
Capital lease obligations and other		2012 –2028						50		48
								1,207		841
Less: Due within one year								79		4
								1,128		837

Principal Long-Term Debt Repayments, Including Capital Lease Obligations

Principal long-term debt repayments, including capital lease obligations, in each of the next five years will amount to:

	Long-term debt		Capital leases
	$		$
2013		72		9
2014		—		8
2015		167		6
2016		94		6
2017		278		4
Thereafter		550		37
		1,161		70
Less: Amounts representing interest		—		21
Total payments, excluding debt discount of $2 million		1,161		49

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Earnings Per Share - Reconciliation Between Basic and Diluted Earnings Per Share (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Earnings Per Share [Line Items]
Net earnings	$ 19	$ 66	$ 59	$ 28	$ 61	$ 117	$ 54	$ 133	$ 172	$ 365	$ 605
Weighted average number of common and exchangeable shares outstanding (millions)									36.0	39.9	42.8
Effect of dilutive securities (millions)									0.1	0.3	0.4
Weighted average number of diluted common and exchangeable shares outstanding (millions)									36.1	40.2	43.2
Basic net earnings per share (in dollars)	$ 0.54	$ 1.85	$ 1.62	$ 0.76	$ 1.64	$ 2.96	$ 1.31	$ 3.16	$ 4.78	$ 9.15	$ 14.14
Diluted net earnings per share (in dollars)	$ 0.54	$ 1.84	$ 1.61	$ 0.76	$ 1.63	$ 2.95	$ 1.30	$ 3.14	$ 4.76	$ 9.08	$ 14.00

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CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Sales	$ 5,482	$ 5,612	$ 5,850
Operating expenses
Cost of sales, excluding depreciation and amortization	4,321	4,171	4,417
Depreciation and amortization	385	376	395
Selling, general and administrative	358	340	338
Impairment and write-down of property, plant and equipment and intangible assets (NOTE 4)	14	85	50
Closure and restructuring costs (NOTE 16)	30	52	27
Other operating loss (income), net (NOTE 8)	7	(4)	20
Operating expenses	5,115	5,020	5,247
Operating income	367	592	603
Interest expense, net (NOTE 9)	131	87	155
Earnings before income taxes and equity earnings	236	505	448
Income tax expense (benefit) (NOTE 10)	58	133	(157)
Equity loss, net of taxes	6	7
Net earnings	172	365	605
Per common share (in dollars) (NOTE 6)
Basic	$ 4.78	$ 9.15	$ 14.14
Diluted	$ 4.76	$ 9.08	$ 14.00
Weighted average number of common and exchangeable shares outstanding (millions)
Basic	36.0	39.9	42.8
Diluted	36.1	40.2	43.2
Net earnings	172	365	605
Net derivative gains (losses) on cash flow hedges:
Net losses arising during the period, net of tax of $1 (2011-$7; 2010-$3)		(13)	(4)
Less: Reclassification adjustment for (gains) losses included in net earnings, net of tax of $(5) (2011-$(2); 2010-$(1))	8	(1)	(2)
Foreign currency translation adjustments	23	(25)	66
Change in unrecognized losses and prior service cost related to pension and post-retirement benefit plans, net of tax of $30 (2011-$15; 2010 $19)	(85)	(25)	(54)
Other comprehensive income (loss)	(54)	(64)	6
Comprehensive income	$ 118	$ 301	$ 611

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INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2012

Components of Earnings Before Income Taxes

The Company’s earnings before income taxes by taxing jurisdiction were:

	December 31, 2012		December 31, 2011		December 31, 2010
	$		$		$
U.S. earnings		116		220		177
Foreign earnings		120		285		271
Earnings before income taxes		236		505		448

Provision for Income Taxes

Provisions for income taxes include the following:

	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
	$			$			$
U.S. Federal and State:
Current		68			93			17
Deferred		(34	)		(19	)		(74	)
Foreign:
Current		1			—			—
Deferred		23			59			(100	)
Income tax expense (benefit)		58			133			(157	)

Reconciliation of Income Tax Expense (Benefit) to U.S. Federal Statutory Income Tax

The Company’s provision for income taxes differs from the amounts computed by applying the statutory income tax rate of 35% to earnings before income taxes due to the following:

	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
	$			$			$
U.S. federal statutory income tax		83			177			157
Reconciling Items:
State and local income taxes, net of federal income tax benefit		1			5			15
Foreign income tax rate differential		(8	)		(20	)		(14	)
Tax credits and special deductions		(8	)		(16	)		(148	)
Alternative fuel tax credit income		—			—			(9	)
Tax rate changes		(3	)		—			—
Uncertain tax positions		6			5			15
U.S. manufacturing deduction		(10	)		(12	)		(2	)
Valuation allowance on deferred tax assets		1			—			(164	)
Other		(4	)		(6	)		(7	)
Income tax expense (benefit)		58			133			(157	)

Deferred Tax Assets and Liabilities

The tax effects of significant temporary differences representing deferred tax assets and liabilities at December 31, 2012 and December 31, 2011 are comprised of the following:

	December 31, 2012			December 31, 2011
	$			$
Accounting provisions		70			82
Net operating loss carryforwards and other deductions		109			104
Pension and other employee future benefit plans		100			76
Inventory		1			1
Tax credits		48			101
Other		22			33
Gross deferred tax assets		350			397
Valuation allowance		(14	)		(4	)
Net deferred tax assets		336			393
Property, plant and equipment		(761	)		(801	)
Deferred income		(1	)		(19	)
Impact of foreign exchange on long-term debt and investments		(13	)		(13	)
Intangible assets		(96	)		(73	)
Total deferred tax liabilities		(871	)		(906	)
Net deferred tax liabilities		(535	)		(513	)
Included in:
Deferred income tax assets		45			125
Other assets (Note 15)		69			36
Deferred income taxes and other		(649	)		(674	)
Total		(535	)		(513	)

Gross Unrecognized Tax Benefits

At December 31, 2012, the Company had gross unrecognized tax benefits of approximately $254 million ($253 million and $242 million for 2011 and 2010 respectively). If recognized in 2013, these tax benefits would impact the effective tax rate. These amounts represent the gross amount of exposure in individual jurisdictions and do not reflect any additional benefits expected to be realized if such positions were sustained, such as federal deduction that could be realized if an unrecognized state deduction was not sustained.

	December 31, 2012			December 31, 2011			December 31, 2010
	$			$			$
Balance at beginning of year		253			242			226
Additions based on tax positions related to current year		1			4			14
Additions for tax positions of prior years		1			4			—
Reductions for tax positions of prior years		—			(1	)		—
Reductions related to settlements with taxing authorities		(10	)		—			—
Expirations of statutes of limitations		—			(4	)		(5	)
Interest		9			9			6
Foreign exchange impact		—			(1	)		1
Balance at end of year		254			253			242

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Income Taxes - Components of Earnings Before Income Taxes (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Schedule Of Income Before Income Tax Domestic And Foreign Line Items
U.S. earnings									$ 116	$ 220	$ 177
Foreign earnings									120	285	271
Earnings before income taxes and equity earnings	$ 21	$ 89	$ 88	$ 38	$ 79	$ 162	$ 74	$ 190	$ 236	$ 505	$ 448

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Derivatives and Hedging Activities and Fair Value Measurement - Fair Value of Financial Instruments (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Derivative [Line Items]
The carrying value of the Company's long-term debt	$ 1,207	$ 841

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Closure and Restructuring Costs and Liability - Components of Closure and Restructuring Cost by Segment (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Restructuring Cost and Reserve [Line Items]
Severance and termination costs		$ 6	$ 5	$ 12
Inventory write-down		5	2	9
Loss on curtailment of pension benefits and pension withdrawal liability	9	16	41
Other		3	4	6
Closure and restructuring costs		30	52	27
Pulp and Paper [Member]
Restructuring Cost and Reserve [Line Items]
Severance and termination costs		5	4	11
Inventory write-down		5	2	9
Loss on curtailment of pension benefits and pension withdrawal liability		15	41
Other		2	4	6
Closure and restructuring costs		27	51	26
Distribution [Member]
Restructuring Cost and Reserve [Line Items]
Severance and termination costs		1	1	1
Loss on curtailment of pension benefits and pension withdrawal liability		1
Closure and restructuring costs		2	1	1
Personal Care [Member]
Restructuring Cost and Reserve [Line Items]
Other		1
Closure and restructuring costs		$ 1

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CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (USD $) In Millions, unless otherwise specified	Total	Issued and outstanding common and exchangeable shares [Member]	Exchangeable shares [Member]	Additional paid-in capital [Member]	Retained earnings (Accumulated deficit) [Member]	Accumulated other comprehensive loss [Member]
Balance at Dec. 31, 2009	$ 2,662		$ 78	$ 2,816	$ (216)	$ (16)
Balance, Shares at Dec. 31, 2009		43.0
Conversion of exchangeable shares			(14)	14
Conversion of exchangeable shares, Shares
Stock-based compensation	5			5
Stock-based compensation, shares		0.1
Net earnings	605				605
Net derivative losses on cash flow hedges:
Net gain/(loss) arising during the period, net of tax$3,$7 and $1 respectively for the year ended 2010,2011 and 2012	(4)					(4)
Less: Reclassification adjustments for gains included in net earnings, net of tax	(2)					(2)
Foreign currency translation adjustments	66					66
Change in unrecognized losses and prior service cost related to pension and post-retirement benefit plans, net of tax	(54)					(54)
Stock repurchase	(42)			(42)
Stock repurchase, Shares		(0.7)
Cash dividends	(32)				(32)
Other	(2)			(2)
Balance at Dec. 31, 2010	3,202		64	2,791	357	(10)
Balance, Shares at Dec. 31, 2010		42.4
Conversion of exchangeable shares			(15)	15
Stock-based compensation	14			14
Stock-based compensation, shares		0.3
Net earnings	365				365
Net derivative losses on cash flow hedges:
Net gain/(loss) arising during the period, net of tax$3,$7 and $1 respectively for the year ended 2010,2011 and 2012	(13)					(13)
Less: Reclassification adjustments for gains included in net earnings, net of tax	(1)					(1)
Foreign currency translation adjustments	(25)					(25)
Change in unrecognized losses and prior service cost related to pension and post-retirement benefit plans, net of tax	(25)					(25)
Stock repurchase	(494)			(494)
Stock repurchase, Shares		(5.9)
Cash dividends	(51)				(51)
Balance at Dec. 31, 2011	2,972		49	2,326	671	(74)
Balance, Shares at Dec. 31, 2011		36.8
Conversion of exchangeable shares			(1)	1
Conversion of exchangeable shares, Shares
Stock-based compensation	5			5
Net earnings	172				172
Net derivative losses on cash flow hedges:
Net gain/(loss) arising during the period, net of tax$3,$7 and $1 respectively for the year ended 2010,2011 and 2012
Less: Reclassification adjustments for gains included in net earnings, net of tax	8					8
Foreign currency translation adjustments	23					23
Change in unrecognized losses and prior service cost related to pension and post-retirement benefit plans, net of tax	(85)					(85)
Stock repurchase	(157)			(157)
Stock repurchase, Shares		(2.0)
Cash dividends	(61)				(61)
Balance at Dec. 31, 2012	$ 2,877		$ 48	$ 2,175	$ 782	$ (128)
Balance, Shares at Dec. 31, 2012		34.8

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Interest Expense, Net - Components of Interest Expense (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2012	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Gain (Loss) on Investments [Line Items]
Interest on long-term debt (1)		$ 76	$ 76	$ 97
Loss on repurchase of long-term debt	(3)	47	4	35
Reversal of fair value decrement (increment) on debentures		(2)		12
Receivables securitization		1	1	2
Amortization of debt issue costs and other		9	7	10
Interest (income) expense, net		131	88	156
Less: Interest income			1	1
Interest expense, net		$ 131	$ 87	$ 155

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Segment Disclosures - Consolidated Assets (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Segment Reporting, Asset Reconciling Item [Line Items]
Assets	$ 6,123	$ 5,869
Pulp and Paper [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Assets	4,564	4,874
Distribution [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Assets	73	84
Personal Care [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Assets	841	458
Reportable segment [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Assets	5,478	5,416
Corporate [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Assets	$ 645	$ 453

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Segment Disclosures - Analysis and Reconciliation of Segment Information (Parenthetical) (Detail)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Segment Reporting Information [Line Items]
Percentage of total sales represented by Company's largest customers	11.00%	11.00%

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SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (Tables)

12 Months Ended

Feb. 12, 2013

Condensed Consolidating Statement of Earnings and Comprehensive Income

CONDENSED CONSOLIDATING STATEMENT OF EARNINGS AND COMPREHENSIVE INCOME	Year ended December 31, 2012
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	$			$			$			$			$
Sales		—			4,550			1,918			(986	)		5,482
Operating expenses
Cost of sales, excluding depreciation and amortization		—			3,682			1,625			(986	)		4,321
Depreciation and amortization		—			298			87			—			385
Selling, general and administrative		29			285			44			—			358
Impairment and write-down of property, plant and equipment and intangible assets		—			7			7			—			14
Closure and restructuring costs		—			19			11			—			30
Other operating loss (income), net		—			(16	)		23			—			7
		29			4,275			1,797			(986	)		5,115
Operating income (loss)		(29	)		275			121			—			367
Interest expense (income), net		137			19			(25	)		—			131
Earnings (loss) before income taxes and equity earnings		(166	)		256			146			—			236
Income tax expense (benefit)		(65	)		90			33			—			58
Equity loss, net of taxes		—			—			6			—			6
Share in earnings of equity accounted investees		273			107			—			(380	)		—
Net earnings		172			273			107			(380	)		172
Other comprehensive income (loss)		2			(2	)		(54	)		—			(54	)
Comprehensive income		174			271			53			(380	)		118

CONDENSED CONSOLIDATING STATEMENT OF EARNINGS AND COMPREHENSIVE INCOME	Year ended December 31, 2011
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	$			$			$			$			$
Sales		—			4,719			1,824			(931	)		5,612
Operating expenses
Cost of sales, excluding depreciation and amortization		—			3,672			1,430			(931	)		4,171
Depreciation and amortization		—			274			102			—			376
Selling, general and administrative		28			330			(18	)		—			340
Impairment and write-down of property, plant and equipment		—			73			12			—			85
Closure and restructuring costs		—			51			1			—			52
Other operating loss (income), net		—			(9	)		5			—			(4	)
		28			4,391			1,532			(931	)		5,020
Operating income (loss)		(28	)		328			292			—			592
Interest expense (income), net		98			14			(25	)		—			87
Earnings (loss) before income taxes and equity earnings		(126	)		314			317			—			505
Income tax expense (benefit)		(56	)		118			71			—			133
Equity loss, net of taxes		—			—			7			—			7
Share in earnings of equity accounted investees		435			239			—			(674	)		—
Net earnings		365			435			239			(674	)		365
Other comprehensive income (loss)		(1	)		(25	)		(38	)		—			(64	)
Comprehensive income		364			410			201			(674	)		301

	Year ended December 31, 2010
CONDENSED CONSOLIDATING STATEMENT OF EARNINGS AND COMPREHENSIVE INCOME	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	$			$			$			$			$
Sales		—			4,826			1,962			(938	)		5,850
Operating expenses
Cost of sales, excluding depreciation and amortization		—			3,805			1,550			(938	)		4,417
Depreciation and amortization		—			287			108			—			395
Selling, general and administrative		28			333			(23	)		—			338
Impairment and write-down of property, plant and equipment		—			50			—			—			50
Closure and restructuring costs		—			19			8			—			27
Other operating loss (income), net		7			(14	)		27			—			20
		35			4,480			1,670			(938	)		5,247
Operating income (loss)		(35	)		346			292			—			603
Interest expense (income), net		153			11			(9	)		—			155
Earnings (loss) before income taxes		(188	)		335			301			—			448
Income tax expense (benefit)		(164	)		98			(91	)		—			(157	)
Share in earnings of equity accounted investees		629			392			—			(1,021	)		—
Net earnings		605			629			392			(1,021	)		605
Other comprehensive income		1			31			(26	)		—			6
Comprehensive income		606			660			366			(1,021	)		611

Condensed Consolidating Balance Sheet

December 31, 2012
CONDENSED CONSOLIDATING BALANCE SHEET	Parent		Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	$		$			$			$			$
Assets
Current assets
Cash and cash equivalents		275		72			314			—			661
Receivables		—		393			169			—			562
Inventories		—		472			203			—			675
Prepaid expenses		7		7			10			—			24
Income and other taxes receivable		34		—			14			—			48
Intercompany accounts		433		3,501			12			(3,946	)		—
Deferred income taxes		—		30			17			(2	)		45
Total current assets		749		4,475			739			(3,948	)		2,015
Property, plant and equipment, at cost		—		5,755			3,038			—			8,793
Accumulated depreciation		—		(3,500	)		(1,892	)		—			(5,392	)
Net property, plant and equipment		—		2,255			1,146			—			3,401
Goodwill		—		194			69			—			263
Intangible assets, net of amortization		—		180			129			—			309
Investments in affiliates		7,208		2,018			—			(9,226	)		—
Intercompany long-term advances		6		85			489			(580	)		—
Other assets		30		—			119			(14	)		135
Total assets		7,993		9,207			2,691			(13,768	)		6,123
Liabilities and shareholders’ equity
Current liabilities
Bank indebtedness		—		18			—			—			18
Trade and other payables		43		380			223			—			646
Intercompany accounts		3,492		398			56			(3,946	)		—
Income and other taxes payable		4		9			4			(2	)		15
Long-term debt due within one year		47		27			5			—			79
Total current liabilities		3,586		832			288			(3,948	)		758
Long-term debt		1,107		8			13			—			1,128
Intercompany long-term loans		444		130			6			(580	)		—
Deferred income taxes and other		—		873			44			(14	)		903
Other liabilities and deferred credits		27		156			274			—			457
Shareholders’ equity		2,829		7,208			2,066			(9,226	)		2,877
Total liabilities and shareholders’ equity		7,993		9,207			2,691			(13,768	)		6,123

	December 31, 2011
CONDENSED CONSOLIDATING BALANCE SHEET	Parent		Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	$		$			$			$			$
Assets
Current assets
Cash and cash equivalents		91		2			351			—			444
Receivables		—		456			188			—			644
Inventories		—		475			177			—			652
Prepaid expenses		6		5			11			—			22
Income and other taxes receivable		20		1			26			—			47
Intercompany accounts		349		3,198			53			(3,600	)		—
Deferred income taxes		5		61			59			—			125
Total current assets		471		4,198			865			(3,600	)		1,934
Property, plant and equipment, at cost		—		5,581			2,867			—			8,448
Accumulated depreciation		—		(3,230	)		(1,759	)		—			(4,989	)
Net property, plant and equipment		—		2,351			1,108			—			3,459
Goodwill		—		163			—			—			163
Intangible assets, net of amortization		—		162			42			—			204
Investments in affiliates		6,933		1,952			—			(8,885	)		—
Intercompany long-term advances		6		79			431			(516	)		—
Other assets		21		1			97			(10	)		109
Total assets		7,431		8,906			2,543			(13,011	)		5,869
Liabilities and shareholders’ equity
Current liabilities
Bank indebtedness		—		7			—			—			7
Trade and other payables		37		425			226			—			688
Intercompany accounts		3,196		370			34			(3,600	)		—
Income and other taxes payable		4		10			3			—			17
Long-term debt due within one year		—		4			—			—			4
Total current liabilities		3,237		816			263			(3,600	)		716
Long-term debt		790		35			12			—			837
Intercompany long-term loans		431		85			—			(516	)		—
Deferred income taxes and other		—		916			21			(10	)		927
Other liabilities and deferred credits		50		133			234			—			417
Shareholders’ equity		2,923		6,921			2,013			(8,885	)		2,972
Total liabilities and shareholders’ equity		7,431		8,906			2,543			(13,011	)		5,869

Condensed Consolidating Statement of Cash Flows

Year ended December 31, 2012
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	$			$			$			$			$
Operating activities
Net earnings		172			273			107			(380	)		172
Changes in operating and intercompany assets and liabilities and non-cash items, included in net earnings		(87	)		(67	)		153			380			379
Cash flows provided from operating activities		85			206			260			—			551
Investing activities
Additions to property, plant and equipment		—			(182	)		(54	)		—			(236	)
Proceeds from disposals of property, plant and equipment		—			1			48			—			49
Acquisition of businesses, net of cash acquired		—			(61	)		(232	)		—			(293	)
Investment in joint venture		—			—			(6	)		—			(6	)
Cash flows used for investing activities		—			(242	)		(244	)		—			(486	)
Financing activities
Dividend payments		(58	)		—			—			—			(58	)
Net change in bank indebtedness		—			11			—			—			11
Issuance of long-term debt		548			—			—			—			548
Repayment of long-term debt		(186	)		(5	)		(1	)		—			(192	)
Stock repurchase		(157	)		—			—			—			(157	)
Increase in long-term advances to related parties		(47	)		—			(52	)		99			—
Decrease in long-term advances to related parties		—			99			—			(99	)		—
Other		(1	)		1			—			—			—
Cash flows provided from (used for) financing activities		99			106			(53	)		—			152
Net increase (decrease) in cash and cash equivalents		184			70			(37	)		—			217
Cash and cash equivalents at beginning of year		91			2			351			—			444
Cash and cash equivalents at end of year		275			72			314			—			661

	Year ended December 31, 2011
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	$			$			$			$			$
Operating activities
Net earnings		365			435			239			(674	)		365
Changes in operating and intercompany assets and liabilities and non-cash items, included in net earnings		10			(330	)		164			674			518
Cash flows provided from operating activities		375			105			403			—			883
Investing activities
Additions to property, plant and equipment		—			(103	)		(41	)		—			(144	)
Proceeds from disposals of property, plant and equipment		—			16			18			—			34
Proceeds from sale of business		—			10			—			—			10
Acquisition of business, net of cash acquired		—			(288	)		—			—			(288	)
Investment in joint venture		—			—			(7	)		—			(7	)
Cash flows used for investing activities		—			(365	)		(30	)		—			(395	)
Financing activities
Dividend payments		(49	)		—			—			—			(49	)
Net change in bank indebtedness		—			(12	)		(4	)		—			(16	)
Repayment of long-term debt		(15	)		(3	)		—			—			(18	)
Premium paid on debt repurchases and tender offer costs		(7	)		—			—			—			(7	)
Stock repurchase		(494	)		—			—			—			(494	)
Increase in long-term advances to related parties		(40	)		—			(187	)		227			—
Decrease in long-term advances to related parties		—			227			—			(227	)		—
Other		10			—			—			—			10
Cash flows provided from (used for) financing activities		(595	)		212			(191	)		—			(574	)
Net increase (decrease) in cash and cash equivalents		(220	)		(48	)		182			—			(86	)
Cash and cash equivalents at beginning of year		311			50			169			—			530
Cash and cash equivalents at end of year		91			2			351			—			444

	Year ended December 31, 2010
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	$			$			$			$			$
Operating activities
Net earnings		605			629			392			(1,021	)		605
Changes in operating and intercompany assets and liabilities and non-cash items, included in net earnings		205			(560	)		(105	)		1,021			561
Cash flows provided from operating activities		810			69			287			—			1,166
Investing activities
Additions to property, plant and equipment		—			(134	)		(19	)		—			(153	)
Proceeds from disposals of property, plant and equipment		—			6			20			—			26
Proceeds from sale of businesses and investments		—			44			141			—			185
Cash flows provided from (used for) investing activities		—			(84	)		142			—			58
Financing activities
Dividend payments		(21	)		—			—			—			(21	)
Net change in bank indebtedness		—			(8	)		(11	)		—			(19	)
Repayment of long-term debt		(896	)		(2	)		—			—			(898	)
Debt issue and tender offer costs		(35	)		—			—			—			(35	)
Stock repurchase		(44	)		—			—			—			(44	)
Prepaid and premium on structured stock repurchase, net		2			—			—			—			2
Increase in long-term advances to related parties		—			(8	)		(253	)		261			—
Decrease in long-term advances to related parties		261			—			—			(261	)		—
Other		(3	)		—			—			—			(3	)
Cash flows used for financing activities		(736	)		(18	)		(264	)		—			(1,018	)
Net increase (decrease) in cash and cash equivalents		74			(33	)		165			—			206
Cash and cash equivalents at beginning of year		237			83			4			—			324
Cash and cash equivalents at end of year		311			50			169			—			530

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Income Taxes - Reconciliation of Income Tax Expense (Benefit) to U.S. Federal Statutory Income Tax (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Income Tax Contingency [Line Items]
U.S. federal statutory income tax	$ 83	$ 177	$ 157
State and local income taxes, net of federal income tax benefit	1	5	15
Foreign income tax rate differential	(8)	(20)	(14)
Tax credits and special deductions	(8)	(16)	(148)
Alternative fuel tax credit income			(9)
Tax rate changes	(3)
Uncertain tax positions	6	5	15
U.S. manufacturing deduction	(10)	(12)	(2)
Valuation allowance on deferred tax assets	1		(164)
Other	(4)	(6)	(7)
Income tax expense (benefit)	$ 58	$ 133	$ (157)

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Interim Financial Results

12 Months Ended

Dec. 31, 2012

Interim Financial Results

Domtar Corporation

Interim Financial Results (Unaudited)

(in millions of dollars, unless otherwise noted)

2012	1st Quarter			2nd Quarter			3rd Quarter			4th Quarter			Year
Sales	$	1,398		$	1,368		$	1,389		$	1,327		$	5,482
Operating income		109	(a)		106			109			43	(b)		367
Earnings before income taxes and equity earnings		38			88			89			21			236
Net earnings		28			59			66			19			172
Basic net earnings per share		0.76			1.62			1.85			0.54			4.78
Diluted net earnings per share		0.76			1.61			1.84			0.54			4.76
2011	1st Quarter			2nd Quarter			3rd Quarter			4th Quarter			Year
Sales	$	1,423		$	1,403		$	1,417		$	1,369		$	5,612
Operating income		211	(c)		95	(c)		187	(c)		99	(d)		592
Earnings before income taxes and equity earnings		190			74			162			79			505
Net earnings		133			54			117			61			365
Basic net earnings per share		3.16			1.31			2.96			1.64			9.15
Diluted net earnings per share		3.14			1.30			2.95			1.63			9.08

(a) The operating income for the first Quarter of 2012 includes a write-down of property, plant and equipment relating to its Mira Loma location of $2 million.

(b) The operating income for the fourth Quarter of 2012 includes a write-down of property, plant and equipment relating to the permanent shut down of one pulp machine at its Kamloops mill for $7 million, and a write-down of intangible assets relating to its Distribution segment for $5 million. Also, the income for the fourth Quarter of 2012 includes an additional withdrawal liability and charge to earnings of $14 million related to the withdrawal of one of the Company’s U.S. multiemployer pension plans.

(c) The operating income for the first three quarters of 2011 includes a write-down of property, plant and equipment relating to the permanent shut down of a paper machine at the Ashdown mill of $73 million ($3 million, $62 million and $8 million, respectively for each quarter).

(d) The operating income for the fourth Quarter of 2011 includes a write-down of property, plant and equipment relating to the closure of the Lebel-sur-Quévillon pulp mill and sawmill of $12 million. Also, the operating income for the fourth Quarter of 2011 includes an estimated withdrawal liability and a charge to earnings of $32 million, related to the withdrawal from one of the Company’s U.S. multiemployer pension plans and a $9 million loss from a pension curtailment associated with the conversion of certain of the Company’s U.S. defined benefit pension plans to defined contribution pension plans.

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Sale of Wood Business and Woodland Mill - Additional Information (Detail) In Millions, unless otherwise specified		1 Months Ended					1 Months Ended
	Dec. 31, 2012	Dec. 31, 2010 EACOM [Member] USD ($)	Dec. 31, 2010 EACOM [Member] CAD	Sep. 30, 2010 Woodland, Maine mill [Member] USD ($)	Jun. 30, 2010 Disposal of operating sawmills [Member] Instruments	Jun. 30, 2010 Disposal of non operating sawmills [Member] Instruments	Jun. 30, 2010 Wood business [Member] USD ($) ft m3	Jun. 30, 2010 Wood business [Member] CAD
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of business							$ 75	80
Elements of working capital				8			42	45
Percentage of proceeds received							19.00%	19.00%
Equity Method Investment, Ownership Percentage	100.00%						12.00%	12.00%
Loss on disposal				2			50
Number of sawmills					5	2
Annual harvesting rights							3,500,000	3,500,000
Production capacity							900,000,000	900,000,000
Proceeds from sale of investment		24	24
Price per common share			0.51
Total purchases price of acquisition				60
Net gain on disposal				$ 10

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Derivatives and Hedging Activities and Fair Value Measurement - Derivative Financial Instruments for Natural Gas Contracts Outstanding (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Derivative [Line Items]
Notional contractual quantity under derivative contracts	13,320,000
Notional contractual value under derivative contracts	$ 56
Percentage of forecasted purchases under derivative contracts for 2013	31.00%
Percentage of forecasted purchases under derivative contracts for 2014	34.00%
Percentage of forecasted purchases under derivative contracts for 2015	15.00%
Percentage of forecasted purchases under derivative contracts for 2016	12.00%

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Acquisition of Businesses - Fair Value of Net Assets Acquired (Parenthetical) (Detail)	3 Months Ended		12 Months Ended		3 Months Ended		12 Months Ended	3 Months Ended	12 Months Ended
	Dec. 31, 2012 Customer relationships [Member] EAM Corporation [Member]	Dec. 31, 2012 Customer relationships [Member] Attends Healthcare Limited [Member]	Dec. 31, 2011 Customer relationships [Member] Attends Healthcare Inc. [Member]	Dec. 31, 2012 Non-Compete [Member]	Dec. 31, 2012 Non-Compete [Member] EAM Corporation [Member]	Dec. 31, 2012 Minimum [Member] Technology Acquired In Acquisitions [Member] EAM Corporation [Member]	Dec. 31, 2012 Minimum [Member] Customer relationships [Member]	Dec. 31, 2012 Maximum [Member] Technology Acquired In Acquisitions [Member] EAM Corporation [Member]	Dec. 31, 2012 Maximum [Member] Customer relationships [Member]
Business Acquisition [Line Items]
Useful life of the finite lived intangible assets acquired (in years)	30 years	30 years	40 years	9 years	9 years	7 years	20 years	20 years	40 years

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PROPERTY, PLANT AND EQUIPMENT

12 Months Ended

Dec. 31, 2012

PROPERTY, PLANT AND EQUIPMENT

NOTE 13.

PROPERTY, PLANT AND EQUIPMENT

The following table presents the components of property, plant and equipment:

	Range of useful lives		December 31, 2012			December 31, 2011
			$			$
Machinery and equipment		3-20		7,392			7,164
Buildings and improvements		10-40		992			934
Timber limits and land				270			264
Assets under construction				139			86
				8,793			8,448
Less: Allowance for depreciation and amortization				(5,392	)		(4,989	)
				3,401			3,459

Depreciation and amortization expense related to property, plant and equipment for the year ended December 31, 2012 was $377 million (2011—$371 million; 2010—$391 million).

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SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

12 Months Ended

Dec. 31, 2012

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS

For the three years ended:

	Balance at beginning of year		Charged to income		Deductions from			Balance at end of year
	$		$		$			$
Allowances deducted from related asset accounts:
Doubtful accounts—Accounts receivable
2012		5		1		(2	)		4
2011		7		2		(4	)		5
2010		8		4		(5	)		7

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Income Taxes - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended							12 Months Ended				1 Months Ended		12 Months Ended					1 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Sep. 01, 2011 Attends Healthcare Inc. [Member]	Dec. 31, 2012 Attends Healthcare Inc. [Member] Expires in 2028 [Member]	Dec. 31, 2012 Attends Healthcare Limited [Member] Expires In 2017 [Member]	Dec. 31, 2012 Manufacturing deduction [Member]	Dec. 31, 2011 Manufacturing deduction [Member]	Dec. 31, 2012 Accrued Interest And Penalties [Member]	Dec. 31, 2011 Restructuring [Member]	Mar. 31, 2012 Alternative fuel mixture credit [Member]	Mar. 31, 2010 Alternative fuel mixture credit [Member]	Dec. 31, 2012 Alternative fuel mixture credit [Member]	Dec. 31, 2011 Alternative fuel mixture credit [Member]	Dec. 31, 2010 Alternative fuel mixture credit [Member]	Mar. 31, 2010 Alternative fuel mixture credit [Member]	Dec. 31, 2009 Alternative fuel mixture credit [Member]	Nov. 30, 2010 Cellulosic Biofuel Producer Credit [Member]	Dec. 31, 2010 Cellulosic Biofuel Producer Credit [Member] gal	Dec. 31, 2012 State and local jurisdiction [Member] Manufacturing deduction [Member]	Dec. 31, 2011 State and local jurisdiction [Member] Manufacturing deduction [Member]	Dec. 31, 2012 Canadian Subsidiaries [Member]	Dec. 31, 2010 Canadian Subsidiaries [Member]	Dec. 31, 2012 Canadian Subsidiaries [Member] Begin to expire in 2029 [Member]	Mar. 31, 2010 Internal Revenue Service (IRS) [Member] Alternative fuel mixture credit [Member]	Dec. 31, 2012 Indefinitely Carried Forward [Member] Attends Healthcare Limited [Member]
Income Taxes [Line Items]
Statutory income tax rate	35.00%	35.00%	35.00%
Income tax expense (benefit)	$ 58	$ 133	$ (157)					$ (10)	$ (12)		$ (3)		$ (9)			$ 7				$ 82	$ (8)	$ (16)
Unrecognized tax benefit	3									6
Income related to alternative fuel tax credits																25
Deferred revenue																		25								25
Additional liability for uncertain tax positions	1	4	14									7
Net tax benefit																			127	127
Cellulosic biofuel producer credit																			209	209
Tax credits and special deductions	8	16	148
Received net of federal income tax	48	47														368
Available cellulose biofuel that qualifies for CBPC, in gallons																				207,000,000
Operating loss carryforwards					2	2	5																280		69		61
Valuation allowance	(14)	(4)
Foreign loss carryforwards for valuation allowance	10
Impacted tax expenses	1
Valuation allowance																								164
Gross unrecognized tax benefits	254	253	242	226
Accrued interest associated with unrecognized tax benefits	9	9	6
Gross unrecognized tax benefit	198
Deferred tax asset														17
Recognition of tax benefits would impact the effective tax rate	$ 181

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Shareholders' Equity - Additional Information (Detail) (USD $) In Millions, except Share data, unless otherwise specified	1 Months Ended											3 Months Ended								12 Months Ended				12 Months Ended	1 Months Ended		12 Months Ended
	Oct. 15, 2012	Jul. 16, 2012	Jan. 31, 2012	Jan. 17, 2012	Dec. 15, 2011	Oct. 17, 2011	Jul. 15, 2011	Apr. 16, 2012	May 04, 2011	Apr. 15, 2011	May 04, 2010	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Mar. 07, 2007	Dec. 31, 2012 Stock Repurchase Program [Member]	Jan. 31, 2013 Subsequent event [Member]	Jan. 15, 2013 Subsequent event [Member]	Dec. 31, 2012 Subsequent event [Member]
Shareholders' Equity [Line Items]
Dividend per share												$ 0.45	$ 0.45	$ 0.45	$ 0.35	$ 0.35	$ 0.35	$ 0.35	$ 0.25								$ 0.45
Dividend declared	$ 16	$ 16		$ 13		$ 13	$ 15	$ 13		$ 10										$ 61	$ 51	$ 32				$ 16
Record date												Dec. 14, 2012	Sep. 17, 2012	Jun. 15, 2012	Mar. 15, 2012	Dec. 15, 2011	Sep. 15, 2011	Jun. 15, 2011	Mar. 15, 2011								Mar. 15, 2013
Payment date			Jan. 17, 2012									Oct. 15, 2012	Jul. 16, 2012	Apr. 16, 2012		Oct. 17, 2011	Jul. 15, 2011	Apr. 15, 2011							Jan. 15, 2013		Apr. 15, 2013
Stock repurchase program authorized amount					1,000				600		150
Stock repurchased, shares																				2,000,925	5,921,732			8,660,703
Stock repurchased, average price																				$ 78.32	$ 83.52			$ 80.31
Stock repurchased, value																				$ 157	$ 494			$ 695
Treasury stock, par value												$ 0.01				$ 0.01				$ 0.01	$ 0.01			$ 0.01
Preferred shares authorized to issue												20,000,000								20,000,000
Preferred stock, par value												$ 0.01								$ 0.01
Common stock, shares authorized												2,000,000,000				2,000,000,000				2,000,000,000	2,000,000,000
Common stock, par value												$ 0.01				$ 0.01				$ 0.01	$ 0.01
Special voting stock, par value																							$ 0.01
Special voting stock, share issued																							1
Common stock remains reserved for future issuance for exchangeable shares												607,814				619,108				607,814	619,108
Exchangeable shares, no par value
Exchangeable shares, exchange ratio																					1
Maximum exchangeable shares outstanding that permits acceleration of redemption date																				416,667

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OTHER ASSETS

12 Months Ended

Dec. 31, 2012

OTHER ASSETS

NOTE 15.

OTHER ASSETS

The following table presents the components of other assets:

	December 31, 2012		December 31, 2011
	$		$
Pension asset—defined benefit pension plans (Note 7)		41		53
Unamortized debt issue costs		14		11
Deferred income tax assets (Note 10)		69		36
Investments and advances		7		5
Other		4		4
		135		109

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Stock-Based Compensation - Summary of Outstanding Awards (Parenthetical) (Detail)	12 Months Ended
	Dec. 31, 2012 Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based payment award plan modification number of employees affecteds	3
Restricted Stock Unit [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of units modified	18,627
Management [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based payment award plan modification number of employees affecteds	1
Non Management Employee [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based payment award plan modification number of employees affecteds	2

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Intangible Assets - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Schedule Of Estimated Future Amortization Expense [Line Items]
Amortization expense	$ 8	$ 5	$ 4

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CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Net gain (loss) arising during the period, tax	$ 1	$ 7	$ 3
Reclassification adjustments for gains (losses) included in net earnings, tax	5	2	1
Change in unrecognized losses and prior service cost related to pension and post retirement benefit plans, tax	30	15	19
Stock repurchase,net gain			$ 2

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CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME (Parenthetical) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Net gains arising during the period, tax	$ 1	$ 7	$ 3
Reclassification adjustment for losses included in net earnings, tax	(5)	(2)	(1)
Change in unrecognized gains (losses) and prior service cost related to pension and post-retirement benefit plans, tax	$ 30	$ 15	$ 19

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OTHER OPERATING LOSS (INCOME), NET

12 Months Ended

Dec. 31, 2012

OTHER OPERATING LOSS (INCOME), NET

NOTE 8.

OTHER OPERATING LOSS (INCOME), NET

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

	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
	$			$			$
Loss on sale of Ottawa/Gatineau Hydro assets (1)		3			—			—
Alternative fuel tax credits (Note 10)		—			—			(25	)
Loss (gain) on sale of businesses (Note 25)		—			(3	)		40
Gain on sale of property, plant and equipment		(1	)		(3	)		(7	)
Environmental provision		2			7			4
Foreign exchange loss (gain)		3			(3	)		6
Other		—			(2	)		2
Other operating loss (income), net		7			(4	)		20

(1) On November 20, 2012 the Company sold hydro its assets in Ottawa, Ontario and Gatineau, Quebec. The transaction of approximately $46 million (CDN $46 million), includes three power stations (21M megawatts of installed capacity), water rights in the area, as well as Domtar Inc.’s equity stake in the Chaudière Water Power Inc. a ring dam consortium. As a result, the Company incurred a loss relating to the curtailment of the pension plan of $2 million and legal fees of $1 million.

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Goodwill - Change in Carrying Value of Goodwill (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Goodwill [Line Items]
Balance at beginning of year	$ 163
Effect of foreign currency exchange rate change	(2)
Balance at end of year	263	163
Attends Healthcare Inc. [Member]
Goodwill [Line Items]
Goodwill acquired during period		163
Attends Healthcare Limited [Member]
Goodwill [Line Items]
Goodwill acquired during period	71
EAM Corporation [Member]
Goodwill [Line Items]
Goodwill acquired during period	$ 31

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Other Operating Loss (Income), Net - Components of Other Operating Loss (Income) (Parenthetical) (Detail) In Millions, unless otherwise specified	1 Months Ended		12 Months Ended
	Nov. 20, 2012 USD ($) ElectricStation MW	Nov. 20, 2012 CAD	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Dec. 31, 2010 USD ($)
Component Of Other Income And Expense [Line Items]
Sale of hydro assets	$ 46	46	$ 49	$ 34	$ 26
Number of power stations sold	3	3
Installed capacity	21	21
Loss relating to the curtailment	2
Legal fees	$ 1

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Pension Plans and Other Post-Retirement Benefit Plans - Schedule of Multiemployer Plans (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Defined Benefit Plan Disclosure [Line Items]
Contributions from Domtar to Multiemployer	$ 6	$ 7	$ 6
Total	5	6	5
Total contribution, percentage representation	5.00%
PACE Industry Union- Management Pension Fund [Member]
Defined Benefit Plan Disclosure [Line Items]
EIN/Pension Plan Number	11-6166763-001
Pension Protection Act Zone Status	Red	Red
FIP/RP Status Pending/ Implemented	Implemented
Contributions from Domtar to Multiemployer	3	3	3
Surcharge imposed	Yes
Expiration date of collective bargaining agreement	Jan. 27, 2015
Pulp and Paper Industry Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
EIN/Pension Plan Number	NA
Pension Protection Act Zone Status	NA	NA
FIP/RP Status Pending/ Implemented	NA
Contributions from Domtar to Multiemployer	2	3	2
Surcharge imposed	NA
Expiration date of collective bargaining agreement	Apr. 30, 2017
Multiemployer Plan, Individually Insignificant Multiemployer Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Contributions from Domtar to Multiemployer	$ 1	$ 1	$ 1

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Other Liabilities and Deferred Credits - Domtar's Asset Retirement Obligations (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Asset Retirement Obligations [Line Items]
Asset retirement obligations, beginning of year	$ 32	$ 43
Revisions to estimated cash flows		(1)
Sale of closed facility		(10)
Settlements		(1)
Accretion expense	1	2
Effect of foreign currency exchange rate change		(1)
Asset retirement obligations, end of year	$ 33	$ 32

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Derivatives and Hedging Activities and Fair Value Measurement - Currency Values Under Contracts Pursuant to Currency Options Outstanding (Detail) In Millions, unless otherwise specified					12 Months Ended								12 Months Ended
	Dec. 31, 2012 Currency options purchased [Member] USD ($)	Dec. 31, 2012 Currency options purchased [Member] CAD	Dec. 31, 2012 Currency options purchased [Member] EUR (€)	Dec. 31, 2012 Currency options purchased [Member] GBP (£)	Dec. 31, 2012 Currency options purchased [Member] CDN denominated forecasts for 2013 [Member]	Dec. 31, 2012 Currency options purchased [Member] EUR denominated forecasts for 2013 [Member]	Dec. 31, 2012 Currency options purchased [Member] USD denominated forecasts for 2013 [Member]	Dec. 31, 2012 Currency options purchased [Member] GBP denominated forecasts for 2013 [Member]	Dec. 31, 2012 Currency options sold [Member] USD ($)	Dec. 31, 2012 Currency options sold [Member] CAD	Dec. 31, 2012 Currency options sold [Member] EUR (€)	Dec. 31, 2012 Currency options sold [Member] GBP (£)	Dec. 31, 2012 Currency options sold [Member] CDN denominated forecasts for 2013 [Member]	Dec. 31, 2012 Currency options sold [Member] EUR denominated forecasts for 2013 [Member]	Dec. 31, 2012 Currency options sold [Member] USD denominated forecasts for 2013 [Member]	Dec. 31, 2012 Currency options sold [Member] GBP denominated forecasts for 2013 [Member]
Derivative [Line Items]
Notional contractual value	$ 34	425	€ 176	£ 19					$ 34	425	€ 76	£ 19
Percentage of forecasted net exposures under contracts					50.00%	92.00%	100.00%	93.00%					50.00%	40.00%	100.00%	93.00%

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Supplemental Guarantor Financial Information - Condensed Consolidating Statement of Cash Flows (Detail) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Dec. 31, 2010 USD ($)	Dec. 31, 2012 Parent [Member] USD ($)	Dec. 31, 2011 Parent [Member] USD ($)	Dec. 31, 2010 Parent [Member] USD ($)	Dec. 31, 2012 Guarantor Subsidiaries [Member] USD ($)	Dec. 31, 2011 Guarantor Subsidiaries [Member] USD ($)	Dec. 31, 2010 Guarantor Subsidiaries [Member] USD ($)	Dec. 31, 2012 Non-Guarantor Subsidiaries [Member] USD ($)	Dec. 31, 2011 Non-Guarantor Subsidiaries [Member] USD ($)	Dec. 31, 2010 Non-Guarantor Subsidiaries [Member] USD ($)	Dec. 31, 2012 Consolidating Adjustments [Member] USD ($)	Dec. 31, 2011 Consolidating Adjustments [Member] USD ($)	Dec. 31, 2010 Consolidating Adjustments [Member] USD ($)
Supplemental Guarantor Financial Information [Line Items]
Net earnings	$ 172	$ 365	$ 605	$ 172	$ 365	$ 605	$ 273	$ 435	$ 629	$ 107	$ 239	$ 392	$ (380)	$ (674)	$ (1,021)
Changes in operating and intercompany assets and liabilities and non-cash items, included in net earnings	379	518	561	(87)	10	205	(67)	(330)	(560)	153	164	(105)	380	674	1,021
Cash flows provided from operating activities	551	883	1,166	(85)	375	810	206	105	69	260	403	287
Additions to property, plant and equipment	(236)	(144)	(153)				(182)	(103)	(134)	(54)	(41)	(19)
Proceeds from disposals of property, plant and equipment	49	34	26				1	16	6	48	18	20
Proceeds from sale of businesses and investments		10	185					10	44			141
Acquisition of businesses, net of cash acquired	(293)	(288)					(61)	(288)		(232)
Investment in joint venture	(6)	(7)								(6)	(7)
Cash flows provided from (used for) investing activities	(486)	(395)	58				(242)	(365)	(84)	(244)	(30)	142
Dividend payments	(58)	(49)	(21)	(58)	(49)	(21)
Net change in bank indebtedness	11	(16)	(19)				11	(12)	(8)		(4)	(11)
Issuance of long-term debt	548			548
Repayment of long-term debt	(192)	(18)	(898)	(186)	(15)	(896)	(5)	(3)	(2)	(1)
Debt issue and tender offer costs		(7)	(35)		(7)	(35)
Stock repurchase	(157)	(494)	(44)	(157)	(494)	(44)
Prepaid and premium on structured stock repurchase, net			2			2
Increase in long-term advances to related parties				(47)	(40)				(8)	(52)	(187)	(253)	99	227	261
Decrease in long-term advances to related parties						261	99	227					(99)	(227)	(261)
Other		10	(3)	(1)	10	(3)	1
Cash flows provided from (used for) financing activities	152	(574)	(1,018)	99	(595)	(736)	106	212	(18)	(53)	(191)	(264)
Net increase (decrease) in cash and cash equivalents	217	(86)	206	184	(220)	74	70	(48)	(33)	(37)	182	165
Cash and cash equivalents at beginning of year	444	530	324	91	311	237	2	50	83	351	169	4
Cash and cash equivalents at end of year	$ 661	$ 444	$ 530	$ 275	$ 91	$ 311	$ 72	$ 2	$ 50	$ 314	$ 351	$ 169

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Long-Term Debt - Additional Information (Detail)	3 Months Ended	12 Months Ended					12 Months Ended	1 Months Ended				1 Months Ended	3 Months Ended			12 Months Ended		3 Months Ended			12 Months Ended		3 Months Ended		12 Months Ended		3 Months Ended			12 Months Ended		1 Months Ended	12 Months Ended			12 Months Ended
	Mar. 31, 2012 USD ($)	Dec. 31, 2012 USD ($) D	Dec. 31, 2011 USD ($)	Dec. 31, 2010 USD ($)	Dec. 31, 2012 CAD	Dec. 31, 2012 EUR (€)	Dec. 31, 2012 Revolving credit facility [Member] USD ($) Y	Nov. 30, 2010 Receivables securitization [Member]	Jun. 15, 2012 Amended Credit Agreement [Member] USD ($)	Dec. 31, 2012 Bank Facility [Member] USD ($)	Dec. 31, 2011 Bank Facility [Member] USD ($)	Feb. 25, 2013 5.375% Notes [Member] USD ($)	Mar. 31, 2012 5.375% Notes [Member] USD ($)	Mar. 31, 2011 5.375% Notes [Member]	Jun. 30, 2010 5.375% Notes [Member] USD ($)	Dec. 31, 2012 5.375% Notes [Member] USD ($)	Dec. 31, 2011 5.375% Notes [Member] USD ($)	Mar. 31, 2012 7.125% Notes [Member] USD ($)	Mar. 31, 2011 7.125% Notes [Member]	Jun. 30, 2010 7.125% Notes [Member] USD ($)	Dec. 31, 2012 7.125% Notes [Member] USD ($)	Dec. 31, 2011 7.125% Notes [Member] USD ($)	Mar. 31, 2012 9.5% Notes [Member] USD ($)	Mar. 31, 2011 9.5% Notes [Member]	Dec. 31, 2012 9.5% Notes [Member] USD ($)	Dec. 31, 2011 9.5% Notes [Member] USD ($)	Mar. 31, 2012 10.75% Notes [Member] USD ($)	Sep. 30, 2011 10.75% Notes [Member] USD ($)	Mar. 31, 2011 10.75% Notes [Member]	Dec. 31, 2012 10.75% Notes [Member] USD ($)	Dec. 31, 2011 10.75% Notes [Member] USD ($)	Oct. 19, 2010 7.875% Notes [Member] USD ($)	Dec. 31, 2012 4.4% Notes [Member] USD ($)	Dec. 31, 2011 4.4% Notes [Member]	Mar. 07, 2012 4.4% Notes [Member] USD ($)	Dec. 31, 2012 6.25% Notes [Member] USD ($)	Dec. 31, 2011 6.25% Notes [Member]	Aug. 20, 2012 6.25% Notes [Member] USD ($)
Unsecured Senior Notes [Line Items]
Long-term debt, redeemed or repurchased													$ 1,000,000		$ 238,000,000			$ 47,000,000		$ 187,000,000			$ 31,000,000				$ 107,000,000	$ 15,000,000				$ 135,000,000
Long-term debt, interest rate												5.375%	5.375%	5.375%		5.375%	5.375%	7.125%	7.125%	7.125%	7.125%	7.125%	9.50%	9.50%	9.50%	9.50%	10.75%	10.75%	10.75%	10.75%	10.75%	7.875%	4.40%	4.40%	4.40%	6.25%	6.25%	6.25%
Long-term debt, Maturity								November 2013					2013	2013	2013	2013	2013	2015	2015	2015	2015	2015	2016	2016	2016	2016	2017		2017	2017	2017	2011	2022	2022		2042	2042
Cost of debt, redeemed or repurchased	3,000,000	(47,000,000)	(4,000,000)	(35,000,000)											40,000,000					40,000,000								4,000,000				7,000,000
Premium on extinguishment of debt	47,000,000	47,000,000
Debt instrument redeemed												70,900,000
Long-term debt, Maturity												2013
Percentage of repurchase price to principal debt amount												100.00%
Notional Amount																72,000,000					167,000,000				94,000,000					278,000,000			300,000,000		300,000,000	250,000,000		250,000,000
Unsecured notes																72,000,000	72,000,000				166,000,000	213,000,000			99,000,000	133,000,000				272,000,000	375,000,000		299,000,000		297,000,000	249,000,000		247,000,000
Senior notes, purchase price percentage on principle		101.00%
Ownership percentage		100.00%
Amendment in credit agreement									600,000,000
Maturity Date for Credit Agreement		Jun. 15, 2017							Jun. 23, 2015
Revolving Credit Amount borrowed					150,000,000	200,000,000	600,000,000
Revolving credit facility, additional borrowing capacity							400,000,000
Length of possible increase in maturity, in years							1
Interest Coverage level		3.0
Leverage Level		3.75%
Letters of credit outstanding		38,000,000	28,000,000							12,000,000	29,000,000
Number of days certain judgments against company must be outstanding to be a termination event		60
Available proceeds that may received under receivables securitization program		150,000,000
Net charge resulted from receivables securitization programs		$ (1,000,000)	$ (1,000,000)	$ (2,000,000)

XML

Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2012	Feb. 19, 2013	Jun. 30, 2012
Entity Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	FY
Trading Symbol	UFS
Entity Registrant Name	DOMTAR CORP
Entity Central Index Key	0001381531
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		34,168,276
Entity Public Float			$ 2,707,214,110

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Shareholders' Equity - Changes in Number of Outstanding Common Stock and Their Aggregate Stated Value (Parenthetical) (Detail)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Shareholders' Equity [Line Items]
Treasury stock, shares repurchased	2,000,925	5,921,732
Treasury stock issues in conjunction with exercise of stock-based compensation awards	91,165	211,057

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INTEREST EXPENSE, NET

12 Months Ended

Dec. 31, 2012

INTEREST EXPENSE, NET

NOTE 9.

INTEREST EXPENSE, NET

The following table presents the components of interest expense:

	Year ended December 31, 2012			Year ended December 31, 2011		Year ended December 31, 2010
	$			$		$
Interest on long-term debt (1)		76			76		97
Loss on repurchase of long-term debt		47			4		35
Reversal of fair value decrement (increment) on debentures		(2	)		—		12
Receivables securitization		1			1		2
Amortization of debt issue costs and other		9			7		10
		131			88		156
Less: Interest income		—			1		1
		131			87		155

(1) The Company capitalized $3 million of interest expense in 2012 (2011—nil; 2010—$4 million).

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Pension Plans and Other Post-Retirement Benefit Plans - Amount Recognized in Consolidated Balance Sheets (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Defined Benefit Plan Disclosure [Line Items]
Other assets (Note 15)	$ 41	$ 53
Pension plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Trade and other payables (Note 17)
Other liabilities and deferred credits (Note 19)	(188)	(143)
Other assets (Note 15)	41	53
Net amount recognized in the Consolidated Balance Sheets	(147)	(90)
Other post-retirement benefit plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Trade and other payables (Note 17)	(5)	(2)
Other liabilities and deferred credits (Note 19)	(119)	(111)
Other assets (Note 15)
Net amount recognized in the Consolidated Balance Sheets	$ (124)	$ (113)

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Pension Plans and Other Post-Retirement Benefit Plans - Estimated Future Benefit Payments From Plans (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012
Pension plans [Member]
Defined Benefit Plan Disclosure [Line Items]
2013	$ 152
2014	102
2015	105
2016	108
2017	111
2018-2022	600
Other post-retirement benefit plans [Member]
Defined Benefit Plan Disclosure [Line Items]
2013	5
2014	7
2015	7
2016	7
2017	6
2018-2022	$ 34

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CONSOLIDATED BALANCE SHEETS (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Assets
Cash and cash equivalents	$ 661	$ 444
Receivables, less allowances of $4 and $5	562	644
Inventories (NOTE 11)	675	652
Prepaid expenses	24	22
Income and other taxes receivable	48	47
Deferred income taxes (NOTE 10)	45	125
Total current assets	2,015	1,934
Property, plant and equipment, at cost	8,793	8,448
Accumulated depreciation	(5,392)	(4,989)
Net property, plant and equipment (NOTE 13)	3,401	3,459
Goodwill (NOTE 12)	263	163
Intangible assets, net of amortization (NOTE 14)	309	204
Other assets (NOTE 15)	135	109
Total assets	6,123	5,869
Liabilities and shareholders' equity
Bank indebtedness	18	7
Trade and other payables (NOTE 17)	646	688
Income and other taxes payable	15	17
Long-term debt due within one year (NOTE 18)	79	4
Total current liabilities	758	716
Long-term debt (NOTE 18)	1,128	837
Deferred income taxes and other (NOTE 10)	903	927
Other liabilities and deferred credits (NOTE 19)	457	417
Commitments and contingencies (NOTE 21)
Shareholders' equity (NOTE 20)
Common stock $0.01 par value; authorized 2,000,000,000 shares; issued: 42,523,896 and 42,506,732 shares
Treasury stock $0.01 par value; 8,285,292 and 6,375,532 shares
Exchangeable shares No par value; unlimited shares authorized; issued and held by nonaffiliates: 607,814 and 619,108 shares	48	49
Additional paid-in capital	2,175	2,326
Retained earnings	782	671
Accumulated other comprehensive loss	(128)	(74)
Total shareholders' equity	2,877	2,972
Total liabilities and shareholders' equity	$ 6,123	$ 5,869

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ACQUISITION OF BUSINESSES

12 Months Ended

Dec. 31, 2012

ACQUISITION OF BUSINESSES

NOTE 3.

ACQUISITION OF BUSINESSES

EAM Corporation

On May 10, 2012, the Company completed the acquisition of 100% of the outstanding shares of EAM Corporation (“EAM”). EAM manufactures high quality airlaid and ultrathin laminated absorbent cores used in feminine hygiene, adult incontinence, baby diapers, and other medical healthcare and performance packaging solutions. EAM operates a manufacturing, research and development and distribution facility in Jesup, Georgia. EAM has approximately 54 employees. The results of EAM’s operations have been included in the consolidated financial statements since May 1, 2012, the effective time of the transaction, and are presented in the Personal Care reportable segment. The purchase price was $61 million in cash, including working capital, net of cash acquired of $1 million. The acquisition was accounted for as a business combination under the acquisition method of accounting, in accordance with the Business Combinations Topic of FASB Accounting Standards Codification (“ASC”).

The total purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on the Company’s estimates of their fair value, which are based on information currently available. During the fourth quarter of 2012, the Company completed the evaluation of all assets and liabilities.

The table below illustrates the purchase price allocation:

Fair value of net assets acquired at the date of acquisition
Receivables		$	6
Inventory			2
Property, plant and equipment			13
Intangible assets (Note 14)
Customer relationships (1)	19
Technology (2)	8
Non-compete (3)	1
			28
Goodwill (Note 12)			31
Total assets			80
Less: Liabilities
Trade and other payables			4
Deferred income tax liabilities and unrecognized tax benefits			15
Total liabilities			19
Fair value of net assets acquired at the date of acquisition			61

(1) The useful life of the Customer relationships acquired is 30 years.

(2) The useful lives of the Technology acquired are between 7 and 20 years.

(3) The useful life of the Non-compete acquired is 9 years.

Attends Healthcare Limited

On March 1, 2012, the Company completed the acquisition of 100% of the outstanding shares of Attends Healthcare Limited (“Attends Europe”). Attends Europe manufactures and supplies adult incontinence care products in Northern Europe. Attends Europe operates a manufacturing, research and development and distribution facility in Aneby, Sweden and also operates a distribution center in Germany. Attends Europe has approximately 458 employees. The results of Attends Europe’s operations have been included in the consolidated financial statements since March 1, 2012, and are presented in the Personal Care reportable segment. The purchase price was $232 million (€173 million) in cash, including working capital, net of acquired cash of $4 million (€3 million). The acquisition was accounted for as a business combination under the acquisition method of accounting, in accordance with the Business Combinations Topic of FASB ASC.

The total purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on the Company’s estimates of their fair value, which are based on information currently available. During the fourth quarter of 2012, the Company completed the evaluation of all assets and liabilities.

The table below illustrates the purchase price allocation:

Fair value of net assets acquired at the date of acquisition
Receivables		$	21
Inventory			22
Property, plant and equipment			67
Intangible assets (Note 14)
Trade names (1)	54
Customer relationships (2)	71
			125
Goodwill (Note 12)			71
Total assets			306
Less: Liabilities
Trade and other payables			27
Capital lease obligation			6
Deferred income tax liabilities and unrecognized tax benefits			38
Pension			3
Total liabilities			74
Fair value of net assets acquired at the date of acquisition			232

(1) Indefinite useful life.

(2) The useful life of the Customer relationships acquired is 30 years.

Attends Healthcare Inc.

On September 1, 2011, Domtar Corporation completed the acquisition of 100% of the outstanding shares of Attends Healthcare Inc. (“Attends US”). Attends US sells and markets a complete line of adult incontinence care products and distributes washcloths marketed primarily under the Attends^® brand name. The company has a wide product offering and it serves a diversified customer base in multiple channels throughout the United States and Canada. Attends US has approximately 320 employees and the production facility is located in Greenville, North Carolina. The results of Attends US’ operations have been included in the consolidated financial statements since September 1, 2011, and are presented in the Personal Care reportable segment. The purchase price was $288 million in cash, including working capital, net of acquired cash of $12 million. The acquisition was accounted for as a business combination under the acquisition method of accounting, in accordance with the Business Combinations Topic of FASB ASC.

The total purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on the Company’s estimates of their fair value, which are based on information currently available. During the fourth quarter of 2011, the Company completed the evaluation of all assets and liabilities.

The table below illustrates the purchase price allocation:

Fair value of net assets acquired at the date of acquisition
Receivables		$	12
Inventory			17
Property, plant and equipment			54
Intangible assets (Note 14)
Trade names (1)	61
Customer relationships (2)	93
			154
Goodwill (Note 12)			163
Other assets			4
Total assets			404
Less: Liabilities
Trade and other payables			15
Income and other taxes payable			2
Capital lease obligation			31
Deferred income tax liabilities and unrecognized tax benefits			66
Other liabilities			2
Total liabilities			116
Fair value of net assets acquired at the date of acquisition			288

(1) Indefinite useful life.

(2) The useful life of the Customer relationships acquired is 40 years.

For all acquisitions, goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill is attributable to the general reputation of the business, the assembled workforce, and the expected future cash flows of the business. Disclosed goodwill is not deductible for tax purposes. Pro forma results have not been provided, as these acquisitions have no material impact on the Company.

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RECENT ACCOUNTING PRONOUNCEMENTS

12 Months Ended

Dec. 31, 2012

RECENT ACCOUNTING PRONOUNCEMENTS

NOTE 2.

RECENT ACCOUNTING PRONOUNCEMENTS

ACCOUNTING CHANGES IMPLEMENTED

COMPREHENSIVE INCOME

In June 2011, the Financial Accounting Standards Board (“FASB”) issued changes to the presentation of comprehensive income. These changes give an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The option to present components of other comprehensive income as part of the statement of changes in shareholders’ equity was eliminated. The nature of the items that must be reported in other comprehensive income and the requirements for reclassification from other comprehensive income to net income were not changed. Additionally, no changes were made to the calculation and presentation of earnings per share. The Company adopted the new requirement on January 1, 2012 with no impact on the Company’s consolidated financial statements except for the change in presentation. The Company has chosen to present a single continuous statement of comprehensive income.

INTANGIBLES—GOODWILL AND OTHER

In July 2012, the FASB issued an update to Intangibles—Goodwill and Other, which simplifies how entities test indefinite-lived intangible assets for impairment by permitting an entity to first assess qualitative factors to determine whether it is more likely than not that the indefinite-lived intangible asset is impaired. If the entity concludes that it is more likely than not that the indefinite-lived intangible asset is impaired, then it is required to perform the quantitative impairment test. The amended provisions are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012 with early adoption permitted. The Company adopted the new requirement as of its publication date with no impact on the Company’s consolidated financial statements.

FUTURE ACCOUNTING CHANGES

COMPREHENSIVE INCOME

In February 2013, the FASB issued an update to Comprehensive Income, which requires an entity to provide information regarding the amounts reclassified out of accumulated other comprehensive income by component. The standard requires that companies present either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source, and the income statement line items affected by the reclassification. If a component is not required to be reclassified to net income in its entirety, companies would instead cross reference to the related footnote for additional information.

These modifications are effective for interim and annual periods beginning after December 15, 2012. The Company is currently evaluating these changes to determine which option will be chosen for the presentation of amounts reclassified out of accumulated other comprehensive income. Other than the change in presentation, the Company has determined these changes will not have an impact on the consolidated financial statements.

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Supplemental Guarantor Financial Information - Condensed Consolidating Statement of Earnings and Comprehensive Income (Loss) (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended	3 Months Ended								12 Months Ended
	Nov. 17, 2010	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Supplemental Guarantor Financial Information [Line Items]
Sales		$ 1,327	$ 1,389	$ 1,368	$ 1,398	$ 1,369	$ 1,417	$ 1,403	$ 1,423	$ 5,482	$ 5,612	$ 5,850
Operating expenses
Cost of sales, excluding depreciation and amortization										4,321	4,171	4,417
Depreciation and amortization										385	376	395
Selling, general and administrative										358	340	338
Impairment and write-down of property, plant and equipment	1	5								14	85	50
Closure and restructuring costs										30	52	27
Other operating loss (income), net										7	(4)	20
Operating expenses										5,115	5,020	5,247
Operating income (loss)		43	109	106	109	99	187	95	211	367	592	603
Interest expense (income), net										131	87	155
Earnings before income taxes and equity earnings		21	89	88	38	79	162	74	190	236	505	448
Income tax expense (benefit)										58	133	(157)
Equity loss, net of taxes										6	7
Net earnings		19	66	59	28	61	117	54	133	172	365	605
Other comprehensive income (loss)										(54)	(64)	6
Comprehensive income										118	301	611
Parent [Member]
Operating expenses
Selling, general and administrative										29	28	28
Other operating loss (income), net												7
Operating expenses										29	28	35
Operating income (loss)										(29)	(28)	(35)
Interest expense (income), net										137	98	153
Earnings before income taxes and equity earnings										(166)	(126)	(188)
Income tax expense (benefit)										(65)	(56)	(164)
Share in earnings of equity accounted investees										273	435	629
Net earnings										172	365	605
Other comprehensive income (loss)										2	(1)	1
Comprehensive income										174	364	606
Guarantor Subsidiaries [Member]
Supplemental Guarantor Financial Information [Line Items]
Sales										4,550	4,719	4,826
Operating expenses
Cost of sales, excluding depreciation and amortization										3,682	3,672	3,805
Depreciation and amortization										298	274	287
Selling, general and administrative										285	330	333
Impairment and write-down of property, plant and equipment										7	73	50
Closure and restructuring costs										19	51	19
Other operating loss (income), net										(16)	(9)	(14)
Operating expenses										4,275	4,391	4,480
Operating income (loss)										275	328	346
Interest expense (income), net										19	14	11
Earnings before income taxes and equity earnings										256	314	335
Income tax expense (benefit)										90	118	98
Share in earnings of equity accounted investees										107	239	392
Net earnings										273	435	629
Other comprehensive income (loss)										(2)	(25)	31
Comprehensive income										271	410	660
Non-Guarantor Subsidiaries [Member]
Supplemental Guarantor Financial Information [Line Items]
Sales										1,918	1,824	1,962
Operating expenses
Cost of sales, excluding depreciation and amortization										1,625	1,430	1,550
Depreciation and amortization										87	102	108
Selling, general and administrative										44	(18)	(23)
Impairment and write-down of property, plant and equipment										7	12
Closure and restructuring costs										11	1	8
Other operating loss (income), net										23	5	27
Operating expenses										1,797	1,532	1,670
Operating income (loss)										121	292	292
Interest expense (income), net										(25)	(25)	(9)
Earnings before income taxes and equity earnings										146	317	301
Income tax expense (benefit)										33	71	(91)
Equity loss, net of taxes										6	7
Net earnings										107	239	392
Other comprehensive income (loss)										(54)	(38)	(26)
Comprehensive income										53	201	366
Consolidating Adjustments [Member]
Supplemental Guarantor Financial Information [Line Items]
Sales										(986)	(931)	(938)
Operating expenses
Cost of sales, excluding depreciation and amortization										(986)	(931)	(938)
Operating expenses										(986)	(931)	(938)
Share in earnings of equity accounted investees										(380)	(674)	(1,021)
Net earnings										(380)	(674)	(1,021)
Comprehensive income										$ (380)	$ (674)	$ (1,021)

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INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2012

INTANGIBLE ASSETS

NOTE 14.

INTANGIBLE ASSETS

The following table presents the components of intangible assets:

	Estimated useful lives (in years)	December 31, 2012					December 31, 2011
		Gross carrying amount		Accumulated amortization			Gross carrying amount		Accumulated amortization
		$		$			$		$
Intangible assets subject to amortization
Water rights	40		8		(1	)		8		(1	)
Power purchase agreements	25		—		—			32		—
Customer relationships (1)	20-40		186		(7	)		104		(4	)
Trade names	7		7		(7	)		7		(4	)
Supplier agreement	5		6		(6	)		6		(5	)
Technology (2)	7-20		8		—			—		—
Non-Compete (2)	9		1		—			—		—
			216		(21	)		157		(14	)
Intangible assets not subject to amortization
Trade names (3)			114		—			61		—
Total			330		(21	)		218		(14	)

Amortization expense related to intangible assets for the year ended December 31, 2012 was $8 million (2011—$5 million; 2010—$4 million).

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

	2013		2014		2015		2016		2017
	$		$		$		$		$
Amortization expense related to intangible assets		8		8		6		6		6

(1) Increase relates to the acquisitions of Attends Healthcare Limited on March 1, 2012 ($71 million) and EAM Corporation on May 10, 2012 ($19 million).

(2) Increase relates to the acquisition of EAM Corporation on May 10, 2012.

(3) Increase relates to the acquisition of Attends Healthcare Limited on March 1, 2012.

At the beginning of the fourth quarter of 2012, the Company assessed qualitative factors to determine whether it was more likely than not that the fair value of each indefinite-lived intangible assets was less than its carrying amount. After assessing the totality of events and circumstances, the Company determined that it was more likely than not that the fair value of indefinite-lived intangible assets was greater than their carrying amount. Thus, performing the quantitative impairment test was unnecessary and no impairment charge was recorded for these assets.

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INCOME TAXES

12 Months Ended

Dec. 31, 2012

INCOME TAXES

NOTE 10.

INCOME TAXES

The Company’s earnings before income taxes by taxing jurisdiction were:

	December 31, 2012		December 31, 2011		December 31, 2010
	$		$		$
U.S. earnings		116		220		177
Foreign earnings		120		285		271
Earnings before income taxes		236		505		448

Provisions for income taxes include the following:

	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
	$			$			$
U.S. Federal and State:
Current		68			93			17
Deferred		(34	)		(19	)		(74	)
Foreign:
Current		1			—			—
Deferred		23			59			(100	)
Income tax expense (benefit)		58			133			(157	)

The Company’s provision for income taxes differs from the amounts computed by applying the statutory income tax rate of 35% to earnings before income taxes due to the following:

	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
	$			$			$
U.S. federal statutory income tax		83			177			157
Reconciling Items:
State and local income taxes, net of federal income tax benefit		1			5			15
Foreign income tax rate differential		(8	)		(20	)		(14	)
Tax credits and special deductions		(8	)		(16	)		(148	)
Alternative fuel tax credit income		—			—			(9	)
Tax rate changes		(3	)		—			—
Uncertain tax positions		6			5			15
U.S. manufacturing deduction		(10	)		(12	)		(2	)
Valuation allowance on deferred tax assets		1			—			(164	)
Other		(4	)		(6	)		(7	)
Income tax expense (benefit)		58			133			(157	)

The Company recognized a tax benefit of $10 million for the manufacturing deduction in the U.S. in 2012 which impacts the effective tax rate for 2012. Additionally, the Company recorded an $8 million tax benefit related to federal, state, and provincial credits and special deductions which reduced the effective rate. The effective tax rate for 2012 was also impacted by an increase in the Company’s unrecognized tax benefits of $6 million, mainly accrued interest, and a $3 million benefit related to enacted tax law changes, mainly a tax rate reduction in Sweden, which is partially offset by U.S. tax law changes in several states.

For 2011, the Company had a significantly larger manufacturing deduction in the U.S. than in prior years since the Company utilized its remaining federal net operating loss carryforward in 2010. This deduction resulted in a tax benefit of $12 million which impacted the effective tax rate for 2011. The Company also recorded a $16 million tax benefit related to federal, state, and provincial credits and special deductions which reduced the effective tax rate for 2011. Additionally, the Company recognized a state tax benefit of $3 million due to U.S. restructuring that impacted the 2011 effective tax rate by reducing state income tax expense.

During 2010, the Company recognized $25 million of income related to alternative fuel tax credits in Other operating (income) loss, net on the Consolidated Statement of Earnings and Comprehensive Income. The $25 million represented an adjustment to amounts presented as deferred revenue at December 31, 2009 and was released to income following guidance issued by the U.S. Internal Revenue Service (“IRS”) in March 2010. This income resulted in an income tax benefit of $9 million and an additional liability for uncertain income tax positions of $7 million, both of which impacted the U.S. effective tax rate for 2010. Additionally, the Company recorded a net tax benefit of $127 million from claiming a Cellulosic Biofuel Producer Credit (“CBPC”) in 2010 ($209 million of CBPC net of tax expense of $82 million), which also impacted the U.S. effective tax rate. Finally, the Company released the valuation allowance on the Canadian net deferred tax assets during the fourth quarter of 2010. The full $164 million valuation allowance balance that existed at January 1^st, 2010 was either utilized during 2010 or reversed at the end of 2010 based on future projected income, which impacted the Canadian and consolidated effective tax rate.

Deferred tax assets and liabilities are based on tax rates that are expected to be in effect in future periods when deferred items reverse. Change in tax rates or tax laws affect the expected future benefit or expense. The effect of such changes that occurred during each of the last three fiscal years is included in “Tax rate changes” disclosed under the effective income tax rate reconciliation shown above.

ALTERNATIVE FUEL TAX CREDITS

The U.S. Internal Revenue Code of 1986, as amended (the “Code”) permitted a refundable excise tax credit, until the end of 2009, for the production and use of alternative fuel mixtures derived from biomass. The Company submitted an application with the IRS to be registered as an alternative fuel mixer and received notification that its registration had been accepted in March 2009. The Company began producing and consuming alternative fuel mixtures in February 2009 at its eligible mills.

The Company recorded nil for such credits in 2012 (2011—nil; 2010—$25 million) in Other operating (income) loss on the Consolidated Statements of Earnings and Comprehensive Income based on the volume of alternative mixtures produced and burned during 2009. The $25 million recorded in 2010 represented an adjustment to amounts presented as deferred revenue at December 31, 2009. The $25 million was released to income following guidance issued by the IRS in March 2010. The Company did not record any income tax expense in 2012 (2011—nil; 2010—$7 million) related to the alternative fuel mixture income. According to the Code, the tax credit expired at the end of 2009. In 2010, the Company also received a $368 million refund, net of federal income tax offsets.

In July 2010, the IRS Office of Chief Counsel released an Advice Memorandum concluding that qualifying cellulosic biofuel sold or used before January 1, 2010, is eligible for the CBPC and would not be required to be registered by the Environmental Protection Agency. Each gallon of qualifying cellulose biofuel produced by any taxpayer operating a pulp and paper mill and used as a fuel in the taxpayer’s trade or business during calendar year 2009 would qualify for the $1.01 non-refundable CBPC. A taxpayer will be able to claim the credit on its federal income tax return for the 2009 tax year upon receipt of a letter of registration from the IRS and any unused CBPC may be carried forward until 2016 to offset a portion of federal taxes otherwise payable.

The Company had approximately 207 million gallons of cellulose biofuel that qualified for this CBPC which had not previously been claimed under the Alternative Fuel Tax Credit (“AFTC”) that represented approximately $209 million of CBPC or approximately $127 million of after tax benefit to the Corporation. In July 2010, the Company submitted an application with the IRS to be registered for the CBPC and on September 28, 2010, a notification was received from the IRS that the Company was successfully registered. On October 15, 2010 the IRS Office of Chief Counsel issued an Advice Memorandum concluding that the AFTC and CBPC could be claimed in the same year for different volumes of biofuel. In November 2010, the Company filed an amended 2009 tax return with the IRS claiming a cellulosic biofuel producer credit of $209 million and recorded a net tax benefit of $127 million in Income tax expense (benefit) on the Consolidated Statement of Earnings and Comprehensive Income for the year ended December 31, 2010. The Company has utilized all of the remaining credit during 2012.

DEFERRED TAX ASSETS AND LIABILITIES

The tax effects of significant temporary differences representing deferred tax assets and liabilities at December 31, 2012 and December 31, 2011 are comprised of the following:

	December 31, 2012			December 31, 2011
	$			$
Accounting provisions		70			82
Net operating loss carryforwards and other deductions		109			104
Pension and other employee future benefit plans		100			76
Inventory		1			1
Tax credits		48			101
Other		22			33
Gross deferred tax assets		350			397
Valuation allowance		(14	)		(4	)
Net deferred tax assets		336			393
Property, plant and equipment		(761	)		(801	)
Deferred income		(1	)		(19	)
Impact of foreign exchange on long-term debt and investments		(13	)		(13	)
Intangible assets		(96	)		(73	)
Total deferred tax liabilities		(871	)		(906	)
Net deferred tax liabilities		(535	)		(513	)
Included in:
Deferred income tax assets		45			125
Other assets (Note 15)		69			36
Deferred income taxes and other		(649	)		(674	)
Total		(535	)		(513	)

At December 31, 2010, Domtar Corporation had utilized all of its remaining U.S. federal net operating loss carryforwards and had no carryforward into future years. With the acquisition of Attends US on September 1, 2011, the Company acquired additional federal net operating loss carryforwards of $2 million. These U.S. federal net operating losses are subject to annual limitations under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), that can vary from year to year. At December 31, 2012, the Company had $2 million of federal net operating loss carryforward remaining which expires in 2028. Canadian federal losses and scientific research and experimental development expenditures not previously deducted represent an amount of $280 million, out of which losses in the amount of $69 million will begin to expire in 2029. The Company also has other foreign net operating loss carryforwards of $5 million, which expire in 2017, and $61 million, which may be carried forward indefinitely.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which temporary differences become deductible.

The Company evaluates the realization of deferred tax assets on a quarterly basis. Evaluating the need for an amount of a valuation allowance for deferred tax assets often requires significant judgment. All available evidence, both positive and negative, is considered when determining whether, based on the weight of that evidence, a valuation allowance is needed. Specifically, we evaluated the following items:

• Historical income / (losses) — particularly the most recent three-year period

• Reversals of future taxable temporary differences

• Projected future income / (losses)

• Tax planning strategies

• Divestitures

Management believes that it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets in the U.S., with the exception of certain state credits for which a valuation allowance of $4 million exists at December 31, 2012, and certain foreign loss carryforwards for which a valuation allowance of $10 million exists at December 31, 2012. Of this amount, only $1 million impacted tax expense and the effective tax rate for 2012.

During the fourth quarter of 2010, the Company determined based on analysis of both positive and negative evidence that the realizeability of all such assets was “more likely than not” based on current and projected future taxable income and other accumulated positive evidence. Accordingly, the Company removed the valuation allowance from its deferred tax assets resulting in a benefit to deferred tax expense along with current utilization of $164 million in its statements of operations for 2010.

In its evaluation process, the Company gives the most weight to historical income or losses. During the fourth quarter of 2010, after evaluating all available positive and negative evidence, although realization is not assured, the Company determined that it is more likely than not that the Canadian net deferred tax assets will be fully realized in the future prior to expiration. Key factors contributing to this conclusion that the positive evidence ultimately outweighed the existing negative evidence during the fourth quarter of 2010 included the fact that the Canadian operations, excluding the loss-generating Wood business (sold to a third party on June 30, 2010) and elements of other comprehensive income, went from a three-year cumulative loss position to a three-year cumulative income position during the fourth quarter of 2010; and are projected to continue to be profitable in the coming years. Accordingly, the Company released the valuation allowance from its deferred tax assets resulting in a deferred tax benefit of $164 million in its Consolidated Statements of Earnings and Comprehensive Income in 2010.

The Company does not provide for a U.S. income tax liability on undistributed earnings of our foreign subsidiaries. The earnings of the foreign subsidiaries, which reflect full provision for income taxes, are currently indefinitely reinvested in foreign operations. No provision is made for income taxes that would be payable upon the distribution of earnings from foreign subsidiaries as computation of these amounts is not practicable.

ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES

At December 31, 2012, the Company had gross unrecognized tax benefits of approximately $254 million ($253 million and $242 million for 2011 and 2010 respectively). If recognized in 2013, these tax benefits would impact the effective tax rate. These amounts represent the gross amount of exposure in individual jurisdictions and do not reflect any additional benefits expected to be realized if such positions were sustained, such as federal deduction that could be realized if an unrecognized state deduction was not sustained.

	December 31, 2012			December 31, 2011			December 31, 2010
	$			$			$
Balance at beginning of year		253			242			226
Additions based on tax positions related to current year		1			4			14
Additions for tax positions of prior years		1			4			—
Reductions for tax positions of prior years		—			(1	)		—
Reductions related to settlements with taxing authorities		(10	)		—			—
Expirations of statutes of limitations		—			(4	)		(5	)
Interest		9			9			6
Foreign exchange impact		—			(1	)		1
Balance at end of year		254			253			242

As a result of the acquisition of Attends US, the Company recorded unrecognized tax benefits during 2011 which are shown as additions for tax positions of prior years in the table above.

The Company recorded $9 million of accrued interest associated with unrecognized tax benefits for the period ending December 31, 2012 ($9 million and $6 million for 2011 and 2010, respectively). The Company recognizes accrued interest and penalties, if any, related to unrecognized tax benefits as a component of tax expense.

The major jurisdictions where the Company and its subsidiaries will file returns in 2012, in addition to filing one consolidated U.S. federal income tax return, are Canada, Sweden, and China. The Company and its subsidiaries will also file returns in various other countries in Europe and Asia as well as various states and provinces. At December 31, 2012, the Company’s subsidiaries are subject to U.S. and foreign federal income tax examinations for the tax years 2006 through 2011, with federal years prior to 2008 being closed from a cash tax liability standpoint in the U.S., but the loss carryforwards can be adjusted in any open year where the loss has been utilized. The Company does not anticipate that adjustments stemming from these audits could result in a significant change to the results of its operations and financial condition, except as mentioned below.

During the second quarter of 2012, the IRS began an audit of the Company’s 2009 U.S. income tax return. The completion of the audit by the IRS or the issuance of authoritative guidance will result in the release of the provision or settlement of the liability in cash of some or all of these previously unrecognized tax benefits. As of December 31, 2012, the Company has gross unrecognized tax benefits and interest of $198 million and related deferred tax assets of $17 million associated with the alternative fuel tax credits claimed on the Company’s 2009 tax return. The recognition of these benefits, $181 million net of deferred taxes, would impact the effective tax rate. The Company reasonably expects the audit to be settled within the next 12 months which would result in a significant change to the amount of unrecognized tax benefits. However, audit outcomes and the timing of audit settlements are subject to significant uncertainty.

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Pension Plans and Other Post-Retirement Benefit Plans - Components of Net Periodic Benefit Cost for Pension Plans and Other Post-Retirement Benefit Plans (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2011 Prince Albert Mill [Member]	Dec. 31, 2010 Wood business [Member]	Dec. 31, 2012 Ottawa / Gatineau Hydro Assets [Member]	Dec. 31, 2012 Pension plans [Member]	Dec. 31, 2011 Pension plans [Member]	Dec. 31, 2010 Pension plans [Member]	Dec. 31, 2011 Pension plans [Member] U.S. plans [Member]	Dec. 31, 2011 Pension plans [Member] Prince Albert Mill [Member]	Dec. 31, 2010 Pension plans [Member] Wood business [Member]	Dec. 31, 2010 Pension plans [Member] Woodland, Maine mill [Member]	Dec. 31, 2012 Other post-retirement benefit plans [Member]	Dec. 31, 2010 Other post-retirement benefit plans [Member]	Dec. 31, 2010 Other post-retirement benefit plans [Member] Wood business [Member]	Dec. 31, 2010 Other post-retirement benefit plans [Member] Harmonization [Member]
Defined Benefit Plan Disclosure [Line Items]
Curtailment loss (gain)	$ 9	$ 16	$ 41				$ 1	$ 22	$ 12	$ 9	$ 13	$ 10	$ 2	$ (12)	$ (13)	$ (3)	$ (10)
Settlement loss (gain)				$ 23	$ 16	$ 1	$ 1	$ 23	$ 16

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EARNINGS PER SHARE

12 Months Ended

Dec. 31, 2012

EARNINGS PER SHARE

NOTE 6.

EARNINGS PER SHARE

The calculation of basic earnings per common share for the year ended December 31, 2012 is based on the weighted average number of Domtar common shares outstanding during the year. The calculation for diluted earnings per common share recognizes the effect of all potential dilutive common securities.

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

	Year ended December 31, 2012		Year ended December 31, 2011		Year ended December 31, 2010
Net earnings	$	172	$	365	$	605
Weighted average number of common and exchangeable shares outstanding (millions)		36.0		39.9		42.8
Effect of dilutive securities (millions)		0.1		0.3		0.4
Weighted average number of diluted common and exchangeable shares outstanding (millions)		36.1		40.2		43.2
Basic net earnings per share (in dollars)	$	4.78	$	9.15	$	14.14
Diluted net earnings per share (in dollars)	$	4.76	$	9.08	$	14.00

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

	December 31, 2012		December 31, 2011		December 31, 2010
Options		105,205		168,692		380,214

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Schedule II - Valuation and Qualifying Accounts (Detail) (Allowance for Doubtful accounts [Member], USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Allowance for Doubtful accounts [Member]
Valuation and Qualifying Accounts Disclosure [Line Items]
Beginning balance	$ 5	$ 7	$ 8
Charged to income	1	2	4
Deductions from	(2)	(4)	(5)
Ending balance	$ 4	$ 5	$ 7

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Interim Financial Results (Tables)

12 Months Ended

Dec. 31, 2012

Schedule of Interim Financial Results

2012	1st Quarter			2nd Quarter			3rd Quarter			4th Quarter			Year
Sales	$	1,398		$	1,368		$	1,389		$	1,327		$	5,482
Operating income		109	(a)		106			109			43	(b)		367
Earnings before income taxes and equity earnings		38			88			89			21			236
Net earnings		28			59			66			19			172
Basic net earnings per share		0.76			1.62			1.85			0.54			4.78
Diluted net earnings per share		0.76			1.61			1.84			0.54			4.76
2011	1st Quarter			2nd Quarter			3rd Quarter			4th Quarter			Year
Sales	$	1,423		$	1,403		$	1,417		$	1,369		$	5,612
Operating income		211	(c)		95	(c)		187	(c)		99	(d)		592
Earnings before income taxes and equity earnings		190			74			162			79			505
Net earnings		133			54			117			61			365
Basic net earnings per share		3.16			1.31			2.96			1.64			9.15
Diluted net earnings per share		3.14			1.30			2.95			1.63			9.08

(a) The operating income for the first Quarter of 2012 includes a write-down of property, plant and equipment relating to its Mira Loma location of $2 million.

(b) The operating income for the fourth Quarter of 2012 includes a write-down of property, plant and equipment relating to the permanent shut down of one pulp machine at its Kamloops mill for $7 million, and a write-down of intangible assets relating to its Distribution segment for $5 million. Also, the income for the fourth Quarter of 2012 includes an additional withdrawal liability and charge to earnings of $14 million related to the withdrawal of one of the Company’s U.S. multiemployer pension plans.

(c) The operating income for the first three quarters of 2011 includes a write-down of property, plant and equipment relating to the permanent shut down of a paper machine at the Ashdown mill of $73 million ($3 million, $62 million and $8 million, respectively for each quarter).

(d) The operating income for the fourth Quarter of 2011 includes a write-down of property, plant and equipment relating to the closure of the Lebel-sur-Quévillon pulp mill and sawmill of $12 million. Also, the operating income for the fourth Quarter of 2011 includes an estimated withdrawal liability and a charge to earnings of $32 million, related to the withdrawal from one of the Company’s U.S. multiemployer pension plans and a $9 million loss from a pension curtailment associated with the conversion of certain of the Company’s U.S. defined benefit pension plans to defined contribution pension plans.

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Intangible Assets - Components of Intangible Assets (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012 Customer relationships [Member]	Dec. 31, 2011 Customer relationships [Member]	Mar. 01, 2012 Attends Healthcare Limited [Member] Customer relationships [Member]	May 10, 2012 EAM Corporation [Member] Customer relationships [Member]
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 216	$ 157	$ 186	$ 104	$ 71	$ 19
Intangible assets not subject to amortization					$ 71	$ 19

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IMPAIRMENT AND WRITE-DOWN OF PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2012

IMPAIRMENT AND WRITE-DOWN OF PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS

NOTE 4.

IMPAIRMENT AND WRITE-DOWN OF PROPERTY, PLANT AND EQUIPMENT

AND INTANGIBLE ASSETS

We review intangible assets and property, plant and equipment for impairment upon the occurrence of events or changes in circumstances indicating that, at the lowest level of determinable cash flows, the carrying value of the intangible and long-lived assets may not be recoverable.

Estimates of undiscounted future cash flows used to test the recoverability of the fixed assets included key assumptions related to selling prices, inflation-adjusted cost projections, forecasted exchange rate for the U.S. dollar when applicable and the estimated useful life of the fixed assets.

IMPAIRMENT OF PROPERTY, PLANT AND EQUIPMENT

Kamloops, Closure of a pulp machine

During the fourth quarter of 2012, the Company announced that it will permanently shut down one pulp machine at its Kamloops pulp mill. This decision will result in a permanent curtailment of the Company’s annual pulp production by approximately 120,000 air-dried metric tons of sawdust softwood pulp, and will affect approximately 125 employees. These measures are expected to be in place by the end of March 2013.

The Company recognized a $5 million write-down of property, plant and equipment and $2 million of accelerated depreciation, included in Impairment and write-down of property, plant and equipment and intangible assets, with respect to the assets that will cease productive use in March 2013, when the shut-down is completed. The Company expects to record an additional $12 million of accelerated depreciation over the first 3 months of 2013 in relation to these assets. Given the decision to close the pulp machine, the Company assessed its ability to recover the carrying value of the Kamloops mill from the undiscounted estimated future cash flows. The Company concluded that the undiscounted estimated future cash flows associated with the long-lived assets exceeded their carrying value and, as such, no additional impairment charge was required.

Mira Loma, California converting plant

During the first quarter of 2012, the Company recorded a $2 million write-down of property, plant and equipment at its Mira Loma location, in Impairment and write-down of property, plant and equipment and intangible assets.

Ashdown, Arkansas pulp and paper mill—Closure of a paper machine

As a result of the decision to permanently shut down one of four paper machines on March 29, 2011, the Company recognized $73 million of accelerated depreciation, included in Impairment and write-down of property, plant and equipment and intangible assets, in 2011. Given the substantial decline in the production capacity, at its Ashdown mill, the Company conducted a quantitative impairment test in the fourth quarter of 2011 and concluded that the recognition of an impairment loss for the Ashdown mill’s remaining long-lived assets was not required.

Lebel-sur-Quévillon Pulp Mill and Sawmill—Impairment of assets

In the fourth quarter of 2008, the Company decided to permanently shut down the Lebel-sur-Quévillon pulp mill and sawmills. In 2011, following the signing of a definitive agreement, the Company recorded a $12 million impairment and write-down of property, plant and equipment relating to the remaining assets’ net book value. During the second quarter of 2012, the Company sold its pulp and sawmill assets to Fortress Global Cellulose Ltd. (“Fortress”) and its lands related to those assets to a subsidiary of the Government of Quebec.

Plymouth Pulp and Paper Mill—Conversion to Fluff Pulp

In 2010, as a result of the decision to permanently shut down the remaining paper machine and convert the Plymouth facility to 100% fluff pulp production in the fourth quarter of 2009, the Company recognized in Impairment and write-down of property, plant and equipment and intangible assets, a $1 million write-down to the related paper machine and $39 million of accelerated depreciation.

Columbus Paper Mill

On March 16, 2010, the Company announced that it would permanently close its coated groundwood paper mill in Columbus, Mississippi. This measure resulted in the permanent curtailment of 238,000 tons of coated groundwood and 70,000 metric tons of thermo-mechanical pulp and affected approximately 219 employees. The Company recorded a $9 million write-down for the related fixed assets included in Impairment and write-down of property, plant and equipment and intangible assets and $16 million of other charges included in Closure and restructuring costs (refer to Note 16). Operations ceased in April 2010.

Cerritos

During the second quarter of 2010, the Company decided to close the Cerritos, California forms converting plant, and recorded a $1 million write-down for the related assets included in Impairment and write-down of property, plant and equipment and intangible assets and $1 million in severance and termination costs included in Closure and restructuring costs (refer to Note 16). Operations ceased on July 16, 2010.

IMPAIRMENT OF INTANGIBLE ASSETS

Deterioration in sales and operating results of Ariva U.S., a subsidiary included in our Distribution segment, has led the Company to test the customer relationships of this asset group for recoverability. As of December 31, 2012, the Company recognized an impairment charge of $5 million included in Impairment and write-down of property, plant and equipment and intangible assets related to customer relationships in the Distribution segment, based on the revised long-term forecast in the fourth quarter of 2012. The Company concluded that no further impairment or impairment indicators exist as of December 31, 2012.

Changes in the assumptions and estimates may affect the Company’s forecasts and may lead to an outcome where impairment charges would be required. In addition, actual results may vary from the Company’s forecasts, and such variations may be material and unfavorable, thereby triggering the need for future impairment tests where the Company’s conclusions may differ in reflection of prevailing market conditions.

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STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2012

STOCK-BASED COMPENSATION

NOTE 5.

STOCK-BASED COMPENSATION

2007 OMNIBUS INCENTIVE PLAN

Under the Omnibus Plan, the Company may award to key employees and non-employee directors, at the discretion of the Human Resources Committee of the Board of Directors, non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock units, performance-conditioned restricted stock units, performance share units, deferred share units and other stock-based awards. The Company generally grant awards annually and uses, when available, treasury stock to fulfill awards settled in common stock and option exercises.

PERFORMANCE SHARE UNITS (“PSUs”) AND PERFORMANCE-CONDITIONED RESTRICTED STOCK UNITS (“PCRSUs”)

PSUs are granted to management and non-management committee members. These awards will be settled in shares for management committee members and in cash equivalent to the share price for non-management committee members, based on market conditions and/or performance and service conditions. These awards have an additional feature where the ultimate number of units that vest will be determined by the Company’s performance results or shareholder return in relation to a predetermined target over the vesting period. No awards vest when the minimum thresholds are not achieved. The performance measurement date will vary depending on the specific award. These awards will cliff vest on December 31, 2014.

PSU/PCRSU	Number of units			Weighted average grant date fair value
				$
Vested and non-vested at December 31, 2011		140,499			101.69
Granted/issued		87,314			101.06
Forfeited		(3,525	)		96.28
Cancelled		(23,417	)		98.68
Modified (1)		(18,627	)		75.72
Vested and settled		—			—
Vested and non-vested at December 31, 2012		182,244			104.54

(1) In December 2012, the Human Resources Committee modified a performance condition that affected the vesting of awards; as such, 18,627 units of previously granted PSUs were modified to Restricted Stock Units (“RSUs”). This modification affected three employees; two non-management committee members and one management committee member. No significant incremental costs were incurred as a result of this modification.

As a result of PSUs granted in 2011 that have performed under their target, the Company cancelled 23,417 units in 2012 with a weighted average grant date fair value of $98.68 (2011—$89.02; 2010 PCRSUs—nil).

At December 31, 2012, 45,700 PCRSUs remain outstanding and will be settled in 2013.

The fair value of performance share units granted in 2012 and 2011 was estimated at the grant date using a Monte Carlo simulation methodology. The Monte Carlo simulation creates artificial futures by generating numerous sample paths of potential outcomes. The following assumptions were used in calculating the fair value of the units granted:

	2012			2011
Dividend yield		1.383	%		0.870	%
Expected volatility 1 year		38	%		36	%
Expected volatility 3 years		66	%		86	%
Risk-free interest rate December 31, 2011		—			0.411	%
Risk-free interest rate December 31, 2012		0.993	%		0.869	%
Risk-free interest rate December 31, 2013		0.662	%		1.388	%
Risk-free interest rate December 31, 2014		0.711	%		—

At December 31, 2012, of the total non-vested PSUs, 97,335 will be settled in shares and 84,909 will be settled in cash.

RESTRICTED STOCK UNITS

RSUs are granted to management and non-management committee members. These awards will be settled in shares for management committee members and in cash equivalent to the share price for non-management committee members, upon completing service conditions. The awards cliff vest after approximately a three year service period. As part of the long-term incentive plan, the Company also granted bonus RSUs that vest in approximately equal installments over three years beginning on the first anniversary of the grant. Additionally, the RSUs are credited with dividend equivalents in the form of additional RSUs when cash dividends are paid on the Company’s stock. The grant date fair value of RSUs is equal to the market value of the Company’s stock on the date the awards are granted.

RSU	Number of units			Weighted average grant date fair value
				$
Non-vested at December 31, 2011		625,549			39.32
Granted/issued		54,470			92.73
Forfeited		(9,802	)		77.88
Modified (1)		18,627			78.94
Vested and settled		(405,786	)		20.84
Non-vested at December 31, 2012		283,058			77.36

(1) In December 2012, the Human Resources Committee modified a performance condition that affected the vesting of awards; as such, 18,627 units of previously granted PSUs were modified to RSUs. This modification affected three employees; two non-management committee members and one management committee member. No significant incremental costs were incurred as a result of this modification.

At December 31, 2012, of the total non-vested RSUs, 85,640 will be settled in shares and 197,418 will be settled in cash.

DEFERRED SHARE UNITS (“DSUs”)

DSUs are granted to its Directors and to management committee members. The DSUs granted to the Directors vest immediately on the grant date. The DSUs are credited with dividend equivalents in the form of additional DSUs when cash dividends are paid on the Company’s stock. For Directors DSUs, the Company will deliver at the option of the holder either one share of common stock or the cash equivalent of the fair market value on settlement of each outstanding DSU (including dividend equivalents accumulated) upon termination of service. The grant date fair value of DSU awards is equal to the market value of the Company’s stock on the date the awards were granted.

Management Committee members may elect to defer awards earned under another program into DSUs. In 2012, 3,758 vested awards were deferred to DSUs, and those DSUs will be settled in share of common stock in February 2019.

DSU	Number of units			Weighted-average grant date fair value
				$
Vested at December 31, 2011		137,565			44.52
Granted/issued		19,253			79.79
Settled		(17,991	)		53.24
Vested at December 31, 2012		138,827			48.28

NON-QUALIFIED AND PERFORMANCE STOCK OPTIONS

The stock options vest at various dates up to May 10, 2013 subject to service conditions for non-qualified stock options and, for performance stock options, if certain market conditions are met in addition to the service period. The options expire at various dates no later than seven years from the date of grant.

OPTIONS (including Performance options)	Number of options			Weighted average exercise price		Weighted average remaining life (in years)		Aggregate intrinsic value (in  millions)
				$				$
Outstanding at December 31, 2009		658,583			58.15		3.3		—
Granted		48,880			66.81		6.4		0.4
Exercised		(86,573	)		20.37		—		—
Forfeited/expired		(29,574	)		62.36		—		—
Outstanding at December 31, 2010		591,316			64.19		4.0		12.1
Options exercisable at December 31, 2010		272,799			81.78		2.9		0.9
Outstanding at December 31, 2010		591,316			64.19		4.0		12.1
Exercised		(182,480	)		45.63		—		—
Forfeited/expired		(55,175	)		95.36		—		—
Outstanding at December 31, 2011		353,661			68.90		3.1		7.0
Options exercisable at December 31, 2011		160,590			80.79		2.4		0.7
Outstanding at December 31, 2011		353,661			68.90		3.1		7.0
Exercised		(66,416	)		30.59		—		—
Forfeited/expired		(51,654	)		60.30		—		—
Outstanding at December 31, 2012		235,591			81.56		2.2		4.2
Options exercisable at December 31, 2012		136,028			61.36		2.4		2.8

In addition to the above noted outstanding options, the Company has 3,738 outstanding and exercisable stock appreciation rights at December 31, 2012 with a weighted average exercise price of $78.95.

The total intrinsic value of options exercised in 2012 was $4 million. Based on the Company’s closing year-end stock price of $83.52, the aggregate intrinsic value of options outstanding and options exercisable is $3 million, respectively.

The fair value of the stock options granted in 2010 was estimated at the grant date using a Black-Scholes based option pricing model or an option pricing model that incorporated the market conditions when applicable. The following assumptions were used in calculating the fair value of the options granted:

	2010
Dividend yield		0	%
Expected volatility		75	%
Risk-free interest rate		3	%
Expected life		7 years

For the year ended December 31, 2012, compensation expense recognized in the Company’s results of operations was approximately $20 million (2011—$23 million; 2010—$25 million) for all of the outstanding awards. Compensation costs not yet recognized amounted to approximately $11 million (2011—$16 million; 2010—$22 million) and will be recognized over the remaining service period of approximately 25 months. The aggregate value of liability awards settled in 2012 was $35 million. The total fair value of shares vested in 2012 was $6 million. Compensation costs for performance awards are based on management’s best estimate of the final performance measurement. As a result of stock-based compensation awards exercised during the period, the Company recognized a $1 million tax benefit, which is included in Additional paid-in capital in the Consolidated Balance Sheets.

CLAWBACK FOR FINANCIAL REPORTING MISCONDUCT

If a participant in the Omnibus Plan knowingly or grossly negligently engages in financial reporting misconduct, then all awards and gains from the exercise of options or stock appreciation rights in the 12 months prior to the date the misleading financial statements were issued as well as any awards that vested based on the misleading financial statements will be disgorged to the Company. In addition, the Company may cancel or reduce, or require a participant to forfeit and disgorge to the Company or reimburse the Company for, any awards granted or vested, and bonus granted or paid, and any gains earned or accrued, due to the exercise, vesting or settlement of awards or sale of any common stock, to the extent permitted or required by, or pursuant to any Corporation policy implemented as required by applicable law, regulation or stock exchange rule as may from time to time be in effect.

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Segment Disclosures - Analysis and Reconciliation of Segment Information (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended	3 Months Ended								12 Months Ended
	Nov. 17, 2010	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Segment Reporting Information [Line Items]
Sales										$ 5,659	$ 5,805	$ 6,090
Consolidated sales		1,327	1,389	1,368	1,398	1,369	1,417	1,403	1,423	5,482	5,612	5,850
Depreciation and amortization and impairment and write-down of property, plant and equipment and intangible assets										385	376	395
Impairment and write-down of property, plant and equipment	1	5								14	85	50
Consolidated depreciation and amortization and impairment and write-down of property, plant and equipment and intangible assets										399	461	445
Operating income (loss)		43	109	106	109	99	187	95	211	367	592	603
Interest expense, net										131	87	155
Earnings before income taxes and equity earnings		21	89	88	38	79	162	74	190	236	505	448
Income tax expense (benefit)										58	133	(157)
Equity loss, net of taxes										6	7
Net earnings		19	66	59	28	61	117	54	133	172	365	605
Pulp and Paper [Member]
Segment Reporting Information [Line Items]
Sales										4,575	4,953	5,070
Inter segment sales										(177)	(193)	(229)
Depreciation and amortization and impairment and write-down of property, plant and equipment and intangible assets										361	368	381
Impairment and write-down of property, plant and equipment										9	85	50
Operating income (loss)										346	581	667
Distribution [Member]
Segment Reporting Information [Line Items]
Sales										685	781	870
Depreciation and amortization and impairment and write-down of property, plant and equipment and intangible assets										4	4	4
Impairment and write-down of property, plant and equipment										5
Operating income (loss)										(16)		(3)
Personal Care [Member]
Segment Reporting Information [Line Items]
Sales										399	71
Depreciation and amortization and impairment and write-down of property, plant and equipment and intangible assets										20	4
Operating income (loss)										45	7
Wood [Member]
Segment Reporting Information [Line Items]
Sales												150
Inter segment sales												(11)
Depreciation and amortization and impairment and write-down of property, plant and equipment and intangible assets												10
Operating income (loss)												(54)
Corporate [Member]
Segment Reporting Information [Line Items]
Operating income (loss)										$ (8)	$ 4	$ (7)

XML

PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS

12 Months Ended

Dec. 31, 2012

PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS

NOTE 7.

PENSION PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS

DEFINED CONTRIBUTION PLANS

The Company has several defined contribution plans and multiemployer plans. The pension expense under these plans is equal to the Company’s contribution. For the year ended December 31, 2012, the related pension expense was $24 million (2011—$24 million; 2010—$25 million).

DEFINED BENEFIT PLANS AND OTHER POST-RETIREMENT BENEFIT PLANS

The Company sponsors both contributory and non-contributory U.S. and non-U.S. defined benefit pension plans that cover the majority of its employees. Non-unionized employees in Canada joining the Company after June 1, 2000 participate in defined contribution pension plans. Salaried employees in the U.S. joining the Company after January 1, 2008 participate in a defined contribution pension plan. Also, starting on January 1, 2013, all unionized employees covered under the agreement with the United Steel Workers, not grandfathered under the existing defined benefit pension plans, will transition to a defined contribution pension plan for future service. The Company also sponsors a number of other post-retirement benefit plans for eligible U.S. and non-U.S. employees; the plans are unfunded and include life insurance programs and medical and dental benefits. The Company also provides supplemental unfunded defined benefit pension plans to certain senior management employees.

Related pension and other post-retirement plan expenses and the corresponding obligations are actuarially determined using management’s most probable assumptions.

The Company’s pension plan funding policy is to contribute annually the amount required to provide for benefits earned in the year, and to fund solvency deficiencies, funding shortfalls and past service obligations over periods not exceeding those permitted by the applicable regulatory authorities. Past service obligations primarily arise from improvements to plan benefits. The other post-retirement benefit plans are not funded and contributions are made annually to cover benefits payments.

The Company expects to contribute a minimum total amount of $25 million in 2013 compared to $86 million in 2012 (2011—$95 million; 2010—$161 million) to the pension plans. The payments made in 2012 to the other post-retirement benefit plans amounted to $7 million (2011—$8 million; 2010—$8 million).

CHANGE IN ACCRUED BENEFIT OBLIGATION

The following table represents the change in the accrued benefit obligation as of December 31, 2012 and December 31, 2011, the measurement date for each year:

	December 31, 2012						December 31, 2011
	Pension plans			Other post-retirement benefit plans			Pension plans			Other post-retirement benefit plans
	$			$			$			$
Accrued benefit obligation at beginning of year		1,755			113			1,636			114
Service cost for the year		40			3			35			3
Interest expense		85			6			87			6
Plan participants’ contributions		7			—			7			—
Actuarial loss		200			13			99			3
Plan amendments		(3	)		—			17			(3	)
Acquisition of business		9			—			—			—
Benefits paid		(93	)		(1	)		(98	)		(1	)
Direct benefit payments		(4	)		(6	)		(4	)		(7	)
Settlement		(115	)		—			(4	)		—
Curtailment		—			(6	)		13			—
Effect of foreign currency exchange rate change		33			2			(33	)		(2	)
Accrued benefit obligation at end of year		1,914			124			1,755			113

CHANGE IN FAIR VALUE OF ASSETS

The following table represents the change in the fair value of assets reflecting the actual return on plan assets, the contributions and the benefits paid during the year:

	December 31, 2012			December 31, 2011
	Pension plans			Pension plans
	$			$
Fair value of assets at beginning of year		1,665			1,572
Actual return on plan assets		182			130
Employer contributions		86			95
Plan participants’ contributions		7			7
Benefits paid		(97	)		(102	)
Acquisition of business		7			—
Settlement		(115	)		(4	)
Effect of foreign currency exchange rate change		32			(33	)
Fair value of assets at end of year		1,767			1,665

INVESTMENT POLICIES AND STRATEGIES OF THE PLAN ASSETS

The assets of the pension plans are held by a number of independent trustees and are accounted for separately in the Company’s pension funds. The investment strategy for the assets in the pension plans is to maintain a diversified portfolio of assets, invested in a prudent manner to maintain the security of funds while maximizing returns within the guidelines provided in the investment policy. Diversification of the pension plans’ holdings is maintained in order to reduce the pension plans’ annual return variability, reduce market and credit exposure to any single issuer and to any single component of the capital markets, reduce exposure to unexpected inflation, enhance the long-term risk-adjusted return potential of the pension plans and reduce funding risk.

Over the long-term, the performance of the pension plans is primarily determined by the long-term asset mix decisions. To manage the long-term risk of not having sufficient funds to match the obligations of the pension plans, the Company conducts asset/liability studies. These studies lead to the recommendation and adoption of a long-term asset mix target that sets the expected rate of return and reduces the risk of adverse consequences to the plans from increases in liabilities and decreases in assets. In identifying the asset mix target that would best meet the investment objectives, consideration is given to various factors, including (a) each plan’s characteristics, (b) the duration of each plan’s liabilities, (c) the solvency and going concern financial position of each plan and their sensitivity to changes in interest rates and inflation, and (d) the long-term return and risk expectations for key asset classes.

The investments of each plan can be done directly through cash investments in equities or bonds or indirectly through derivatives or pooled funds. The use of derivatives must be in accordance with an approved mandate and cannot be used for speculative purposes.

The Company’s pension funds are not permitted to own any of the Company’s shares or debt instruments.

The following table shows the allocation of the plan assets, based on the fair value of the assets held and the target allocation for 2012:

	Target allocation		Percentage of plan assets at December 31, 2012			Percentage of plan assets at December 31, 2011
Fixed income
Cash and cash equivalents		0% - 10%		4	%		5	%
Bonds		51% - 61%		55	%		58	%
Equity
Canadian Equity		7% - 15%		11	%		10	%
US Equity		8% - 18%		12	%		12	%
International Equity		14% - 24%		18	%		15	%
Total (1)				100	%		100	%

(1) Approximately 85% of the pension plans’ assets relate to Canadian plans and 15% relate to U.S. plans.

RECONCILIATION OF FUNDED STATUS TO AMOUNTS RECOGNIZED IN THE CONSOLIDATED BALANCE SHEETS

The following table presents the difference between the fair value of assets and the actuarially determined accrued benefit obligation. This difference is also referred to as either the deficit or surplus, as the case may be, or the funded status of the plans. The table further reconciles the amount of the surplus or deficit (funded status) to the net amount recognized in the Consolidated Balance Sheets.

	December 31, 2012						December 31, 2011
	Pension plans			Other post-retirement benefit  plans			Pension plans			Other post-retirement benefit  plans
	$			$			$			$
Accrued benefit obligation at end of year		(1,914	)		(124	)		(1,755	)		(113	)
Fair value of assets at end of year		1,767			—			1,665			—
Funded status		(147	)		(124	)		(90	)		(113	)

The funded status includes $56 million of accrued benefit obligation ($47 million at December 31, 2011) related to supplemental unfunded defined benefit and defined contribution plans.

	December 31, 2012						December 31, 2011
	Pension plans			Other post-retirement benefit  plans			Pension plans			Other post-retirement benefit  plans
	$			$			$			$
Trade and other payables (Note 17)		—			(5	)		—			(2	)
Other liabilities and deferred credits (Note 19)		(188	)		(119	)		(143	)		(111	)
Other assets (Note 15)		41			—			53			—
Net amount recognized in the Consolidated Balance Sheets		(147	)		(124	)		(90	)		(113	)

The following table presents the amount not yet recognized in net periodic benefit cost and included in Accumulated other comprehensive loss:

	December 31, 2012						December 31, 2011
	Pension plans			Other post-retirement benefit  plans			Pension plans			Other post-retirement benefit  plans
	$			$			$			$
Prior service (cost) credit		(21	)		2			(28	)		11
Accumulated loss		(401	)		(21	)		(298	)		(11	)
Accumulated other comprehensive loss		(422	)		(19	)		(326	)		—

The following table presents the pre-tax amounts included in Other comprehensive income (loss):

	Year ended December 31, 2012						Year ended December 31, 2011						Year ended December 31, 2010
	Pension plans			Other post-retirement benefit  plans			Pension plans			Other post-retirement benefit  plans			Pension plans			Other post-retirement benefit  plans
	$			$			$			$			$			$
Prior service (cost) credit		3			—			(17	)		3			(1	)		—
Amortization of prior year service cost (credit)		4			(9	)		11			(1	)		4			(1	)
Net gain (loss)		(122	)		(11	)		(48	)		(2	)		(100	)		1
Amortization of net actuarial loss		19			1			14			—			24			—
Net amount recognized in other comprehensive income (loss) (pre-tax)		(96	)		(19	)		(40	)		—			(73	)		—

An estimated amount of $44 million for pension plans and $1 million for other post-retirement benefit plans will be amortized from Accumulated other comprehensive loss into net periodic benefit cost in 2013.

At December 31, 2012, the accrued benefit obligation and the fair value of defined benefit plan assets with an accrued benefit obligation in excess of fair value of plan assets were $1,222 million and $1,039 million, respectively (2011—$1,160 million and $1,020 million, respectively).

Components of net periodic benefit cost for pension plans	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
	$			$			$
Service cost for the year		40			35			32
Interest expense		85			87			87
Expected return on plan assets		(97	)		(103	)		(92	)
Amortization of net actuarial loss		18			14			10
Curtailment loss (a)		1			22			12
Settlement loss (b)		1			23			16
Amortization of prior year service costs		3			2			3
Net periodic benefit cost		51			80			68

Components of net periodic benefit cost for other post-retirement benefit plans	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
	$			$			$
Service cost for the year		3			3			3
Interest expense		6			6			7
Amortization of net actuarial loss		1			—			1
Curtailment gain (c)		(12	)		—			(13	)
Amortization of prior year service costs		(1	)		(1	)		(1	)
Settlement gain		—			—			(1	)
Net periodic benefit cost		(3	)		8			(4	)

(a) The curtailment loss for the year ended December 31, 2012 of $1 million is related to certain U.S. employees who elected to convert from defined benefit to defined contribution plans. The curtailment loss for the year ended December 31, 2011 of $22 million represents $13 million related to the sale of the Prince Albert, Saskatchewan facility and $9 million related to certain U.S. plans being converted from defined benefit to defined contribution plans during the fourth quarter of 2011. The curtailment loss for the year ended December 31, 2010 of $12 million represents $10 million related to the sale of the Wood business and $2 million related to the sale of the Woodland, Maine mill.

(b) The settlement loss for the year ended December 31, 2012 of $1 million is related to the sale of hydro assets in Ottawa, Ontario and Gatineau, Quebec. The settlement loss for the year ended December 31, 2011 of $23 million is related to the sale of assets of the Prince Albert facility. The settlement loss for the year ended December 31, 2010 of $16 million is related to the sale of the Wood business.

(c) The curtailment gain of $12 million for the year ended December 31, 2012 is a result of the curtailment of benefits related to the majority of employees covered by the plan. The curtailment gain for the year ended December 31, 2010 of $13 million represents $3 million related to the sale of the Wood business and $10 million related to the harmonization of the Company’s post-retirement benefit plans.

WEIGHTED-AVERAGE ASSUMPTIONS

The Company used the following key assumptions to measure the accrued benefit obligation and the net periodic benefit cost. These assumptions are long-term, which is consistent with the nature of employee future benefits.

Pension plans	December 31, 2012			December 31, 2011			December 31, 2010
Accrued benefit obligation
Discount rate		4.1	%		4.9	%		5.5	%
Rate of compensation increase		2.7	%		2.7	%		2.7	%
Net periodic benefit cost
Discount rate		4.8	%		5.3	%		6.3	%
Rate of compensation increase		2.8	%		2.9	%		2.9	%
Expected long-term rate of return on plan assets		6.0	%		6.7	%		7.0	%

Discount rate for Canadian plans: 4.2% based on a model whereby cash flows are projected for hypothetical plans and are discounted using a spot rate yield curve developed from bond yield data for AA corporate bonds. Specifically, short-term yields to maturity are derived from actual AA rated corporate bond yield data. For longer terms, extrapolated data is used. The extrapolated data are created by adding a term-based spread over long provincial bond yields. The spread is based on the observed spreads between AA rated corporate bonds and AA rated provincial bonds in three sections of the yield curve.

Discount rate for U.S. plans: 3.8% obtained by incorporating Domtar qualified plans’ expected cash flows in the Mercer Yield Curve which is based on bonds rated AA or better by Moody’s or Standard & Poor’s, excluding callable bonds, bonds of less than a minimum issue size, and certain other bonds. Effective December 2012, the universe of bonds also includes private placement (traded in reliance on Rule 144A and with at least two years to maturity), make whole, and foreign corporation (denominated in US dollars) bonds.

Other post-retirement benefit plans	December 31, 2012			December 31, 2011			December 31, 2010
Accrued benefit obligation
Discount rate		4.2	%		5.0	%		5.5	%
Rate of compensation increase		2.8	%		2.8	%		2.8	%
Net periodic benefit cost
Discount rate		2.9	%		5.5	%		6.4	%
Rate of compensation increase		2.8	%		2.8	%		2.8	%

Effective January 1, 2013, the Company will use 5.8% (2012—6.0%; 2011—6.7%) as the expected return on plan assets, which reflects the current view of long-term investment returns. The overall expected long-term rate of return on plan assets is based on management’s best estimate of the long-term returns of the major asset classes (cash and cash equivalents, equities, and bonds) weighted by the actual allocation of assets at the measurement date, net of expenses. This rate includes an equity risk premium over government bond returns for equity investments and a value-added premium for the contribution to returns from active management. The sources used to determine management’s best estimate of long-term returns are numerous and include country specific bond yields, which may be derived from the market using local bond indices or by analysis of the local bond market, and country-specific inflation and investment market expectations derived from market data and analysts’ or governments’ expectations as applicable.

For measurement purposes, a 5.4% weighted-average annual rate of increase in the per capita cost of covered health care benefits was assumed for 2013. The rate was assumed to decrease gradually to 4.1% by 2033 and remain at that level thereafter. An increase or decrease of 1% of this rate would have the following impact:

	Increase of 1%		Decrease of 1%
	$		$
Impact on net periodic benefit cost for other post-retirement benefit plans		1		(1	)
Impact on accrued benefit obligation		10		(9	)

FAIR VALUE MEASUREMENT

Fair Value Measurements and Disclosures Topic of FASB ASC 820 establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three levels. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is available and significant to the fair value measurement. Fair Value Measurements and Disclosures Topic of FASB ASC 820 establishes and prioritizes three levels of inputs that may be used to measure fair value:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the assets or liabilities.

The following table presents the fair value of the plan assets at December 31, 2012, by asset category:

			Fair Value Measurements at December 31, 2012
Asset Category	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	$		$		$		$
Cash and short-term investments		75		75		—		—
Money market fund		25		—		25		—
Asset backed notes (1)		213		—		177		36
Canadian government bonds		163		163		—		—
Canadian corporate debt securities		5		—		5		—
Bond index funds (2 & 3)		581		—		581		—
Canadian equities (4)		192		192		—		—
U.S. equities (5)		31		31		—		—
International equities (6)		266		266		—		—
U.S. stock index funds (3 & 7)		208		—		208		—
Insurance contracts (8)		7		—		—		7
Derivative contracts (9)		1		—		1		—
Total		1,767		727		997		43

(1) This category is described in the section “Asset Backed Notes.”

(2) This category represents a Canadian bond index fund not actively managed that tracks the DEX Long-term bond index and a U.S. actively managed bond fund that is benchmarked to the Barclays Capital Long-term Government/Credit index.

(3) The fair value of these plan assets are classified as Level 2 (inputs that are observable, directly or indirectly) as they are measured based on quoted prices in active markets and can be redeemed at the measurement date or in the near term.

(4) This category represents active segregated, large capitalization Canadian equity portfolios with the ability to purchase small and medium capitalized companies and $5 million of Canadian equities held within an active segregated global equity portfolio.

(5) This category represents U.S. equities held within an active segregated global equity portfolio.

(6) This category represents an active segregated non-North American multi-capitalization equity portfolio and the non-North American portion of an active segregated global equity portfolio.

(7) This category represents equity index funds, not actively managed, that track the Standard & Poor’s 500 (“S&P 500”).

(8) This category represents insurance contracts with a minimum guarantee rate.

(9) The fair value of the derivative contracts are classified as Level 2 (inputs that are observable, directly or indirectly) as they are measured using long-term bond indices.

The following table presents the fair value of the plan assets at December 31, 2011, by asset category:

			Fair Value Measurements at December 31, 2011
Asset Category	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	$		$		$		$
Cash and short-term investments		89		89		—		—
Asset backed notes (1)		205		—		—		205
Canadian government bonds		383		378		5		—
Canadian and U.S. corporate debt securities		96		73		23		—
Bond index funds (2 & 3)		265		—		265		—
Canadian equities (4)		172		172		—		—
U.S. equities (5)		28		28		—		—
International equities (6)		216		216		—		—
U.S. stock index funds (3 & 7)		205		—		205		—
Asset backed securities (3)		2		—		2		—
Derivative contracts (8)		4		—		4		—
Total		1,665		956		504		205

(1) This category is described in the section “Asset Backed Notes.”

(2) This category represents a Canadian bond index fund not actively managed that tracks the DEX Long-term bond index and a U.S. actively managed bond fund that is benchmarked to the Barclays Capital Long-term Government/Credit index.

(3) The fair value of these plan assets are classified as Level 2 (inputs that are observable, directly or indirectly) as they are measured based on quoted prices in active markets and can be redeemed at the measurement date or in the near term.

(4) This category represents active segregated, large capitalization Canadian equity portfolios with the ability to purchase small and medium capitalized companies and $2 million of Canadian equities held within an active segregated global equity portfolio.

(5) This category represents U.S. equities held within an active segregated global equity portfolio.

(6) This category represents an active segregated non-North American multi-capitalization equity portfolio and the non-North American portion of an active segregated global equity portfolio.

(7) This category represents equity index funds, not actively managed, that track the S&P 500.

(8) The fair value of the derivative contracts are classified as Level 2 (inputs that are observable, directly or indirectly) as they are measured using long-term bond indices.

ASSET BACKED NOTES

At December 31, 2012, Domtar Corporation’s Canadian defined benefit pension funds held restructured asset backed notes (“ABN”) (formerly asset backed commercial paper (“ABCP”)) valued at $213 million (CDN $211 million). At December 31, 2011, the plans held ABN valued at $205 million (CDN$208 million). During 2012, the total value of the ABN benefited from an increase in value of $41 million (CDN$40 million). For the same period, the total value of ABN was reduced by repayments and sales totalling $37 million (CDN$37 million), partially offset by the $4 million impact of an increase in the value of the Canadian dollar.

Most of these ABN, with a current value of $193 million (2011—$178 million; 2010—$193 million), were subject to restructuring under the court order governing the Montreal Accord that was completed in January 2009. About $177 million of these notes (nominal value $213 million) are expected to mature in four years. These notes are valued based upon current market quotes. The market values are supported by the value of the underlying investments held by the issuing conduit. The values for the $16 million (nominal value $39 million) of remaining ABN, that also were subject to the Montreal Accord, were sourced either from the asset manager of the ABN, or from trading values for similar securities of similar credit quality.

An additional $20 million of ABN (nominal value $38 million) were restructured separately from the Montreal Accord. They are valued based upon the value of the collateral investments held in the conduit issuer, reduced by the negative value of credit default derivatives, with an additional discount (equivalent 1.75% per annum) applied for illiquidity. Approximately $11 million of these notes (nominal value $11 million) are expected to mature at par in late 2013 with the remaining $9 million of notes (nominal value $12 million) maturing in 2016. The outcome for a zero-value note (nominal value $15 million), remains subject to the outcome of ongoing litigation.

Possible changes that could impact the future value of ABN include: (1) changes in the value of the underlying assets and the related derivative transactions, (2) developments related to the liquidity of the ABN market, (3) a severe and prolonged economic slowdown in North America and the bankruptcy of referenced corporate credits, and (4) the passage of time, as most of the notes will mature by early 2017.

The following table presents changes during the period for Level 3 fair value measurements of plan assets:

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	ABN Montreal Accord			ABN Outside Montreal Accord			Insurance contracts		TOTAL
	$			$			$		$
Balance at December 31, 2010		193			21			—		214
Settlements		(8	)		—			—		(8	)
Return on plan assets		(3	)		6			—		3
Effect of foreign currency exchange rate change		(4	)		—			—		(4	)
Balance at December 31, 2011		178			27			—		205
Purchases/Settlements		(29	)		(8	)		7		(30	)
Transfers out of Level 3(a)		(177	)		—			—		(177	)
Return on plan assets		40			1			—		41
Effect of foreign currency exchange rate change		4			—			—		4
Balance at December 31, 2012		16			20			7		43

(a) Transfers out of Level 3 are considered to occur at the end of the period. ABN were reclassified to Level 2 from Level 3 as a result of increased trading activity and the presence of observable market quotes for these assets.

ESTIMATED FUTURE BENEFIT PAYMENTS FROM THE PLANS

Estimated future benefit payments from the plans for the next 10 years at December 31, 2012 are as follows:

	Pension plans		Other post-retirement benefit plans
	$		$
2013		152		5
2014		102		7
2015		105		7
2016		108		7
2017		111		6
2018—2022		600		34

MULTIEMPLOYER PLANS

Domtar contributes to seven multiemployer defined benefit pension plans under the terms of collective agreements that cover certain Canadian union-represented employees (Canadian multiemployer plans) and certain U.S. union-represented employees (U.S. multiemployer plans). The risks of participating in these multiemployer plans are different from single-employer plans in the following aspects:

(a) assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers;

(b) for the U.S. multiemployer plans, if a participating employer stops contributing to the plan, the unfunded obligations of the plan are borne by the remaining participating employers; and

(c) for the U.S. multiemployer plans, if Domtar chooses to stop participating in some of its multiemployer plans, Domtar may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.

Domtar’s participation in these plans for the annual periods ended December 31 is outlined in the table below. The plan’s 2012 and 2011 actuarial status certification was completed as of January 1, 2012 and January 1, 2011, respectively, and is based on the plan’s actuarial valuation as of December 31, 2011 and December 31, 2010, respectively. This represents the most recent Pension Protection Act (“PPA”) zone status available. The zone status is based on information received from the plan and is certified by the plan’s actuary. The Company’s significant plan is in the red zone, which means it is less than 65% funded and requires a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”).

	EIN / Pension Plan Number		Pension Protection Act Zone Status				FIP /RP Status Pending / Implemented		Contributions from Domtar  to Multiemployer (c)						Surcharge imposed		Expiration date of collective bargaining agreement
Pension Fund			2012		2011				2012		2011		2010
									$		$		$
U.S. Multiemployer Plans
PACE Industry Union- Management Pension Fund (a)		11-6166763-001		Red		Red		Yes—Implemented		3		3		3		Yes		January 27, 2015
Canadian Multiemployer Plans
Pulp and Paper Industry Pension Plan (b)		N/A		N/A		N/A		N/A		2		3		2		N/A		April 30, 2017
								Total		5		6		5
		Total contributions made to all plans that are not individually significant								1		1		1
		Total contributions made to all plans								6		7		6

(a) Domtar withdrew from PACE Industry Union-Management Pension Fund effective December 31, 2012.

(b) In the event that the Canadian multiemployer plan is underfunded, the monthly benefit amount can be reduced by the trustees of the plan. Moreover, Domtar is not responsible for the underfunded status of the plan because the Canadian multiemployer plans do not require participating employers to pay a withdrawal liability or penalty upon withdrawal.

(c) For each of the three years presented, Domtar’s contributions to each multiemployer plan do not represent more than 5% of total contributions to each plan as indicated in the plan’s most recently available annual report.

In 2011, the Company decided to withdraw from one of its multiemployer pension plans and recorded a withdrawal liability and a charge to earnings of $32 million. In 2012, as a result of a revision in the estimated withdrawal liability, the Company recorded a further charge to earnings of $14 million. Also in 2012, the Company withdrew from a second multiemployer pension plan and recorded a withdrawal liability and a charge to earnings of $1 million. While this is the Company’s best estimate of the ultimate cost of the withdrawal from these plans at December 31, 2012, additional withdrawal liabilities may be incurred based on the final fund assessment expected to occur in the second quarter of 2013. Further, the Company remains liable for potential additional withdrawal liabilities to the fund in the event of a mass withdrawal, as defined by statute, occurring anytime within the next three years (see Note 16).

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Acquisition of Businesses - Fair Value of Net Assets Acquired (Detail) In Millions, unless otherwise specified	May 10, 2012 EAM Corporation [Member] USD ($)	May 10, 2012 EAM Corporation [Member] Customer relationships [Member] USD ($)	May 10, 2012 EAM Corporation [Member] Technology [Member] USD ($)	May 10, 2012 EAM Corporation [Member] Non-Compete [Member] USD ($)	Mar. 01, 2012 Attends Healthcare Limited [Member] USD ($)	Mar. 01, 2012 Attends Healthcare Limited [Member] EUR (€)	Mar. 01, 2012 Attends Healthcare Limited [Member] Trade names [Member] USD ($)	Mar. 01, 2012 Attends Healthcare Limited [Member] Customer relationships [Member] USD ($)	Sep. 01, 2011 Attends Healthcare Inc. [Member] USD ($)
Business Acquisition [Line Items]
Receivables	$ 6				$ 21				$ 12
Inventory	2				22				17
Property, plant and equipment	13				67				54
Finite lived intangible assets		19	8	1				71	93
Intangible assets	28				125
Goodwill (Note 12)	31				71				163
Total assets	80				306				404
Trade and other payables	4				27				15
Deferred income tax liabilities and unrecognized tax benefits	15				38				66
Total liabilities	19				74				116
Fair value of net assets acquired at the date of acquisition	61				232	173			288
Indefinite lived intangible assets							54		61
Capital lease obligation					6				31
Pension					3
Intangible assets									154
Other assets									4
Income and other taxes payable									2
Other liabilities									$ 2

XML

Other Liabilities and Deferred Credits - Components of Other Liabilities and Deferred Credits (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Other Liabilities And Deferred Credits [Line Items]
Liability-other post-retirement benefit plans (Note 7)	$ 119	$ 111
Pension liability-defined benefit pension plans (Note 7)	188	143
Pension liability-multiemployer plan withdrawal (Note 7)	47	32
Provision for environmental and asset retirement obligations (Note 21)	64	68
Worker's compensation	2	2
Stock-based compensation-liability awards	27	49
Other	10	12
Other liabilities and deferred credits	$ 457	$ 417

XML

Pension Plans and Other Post-Retirement Benefit Plans - Key Assumptions to Measure Accrued Benefit Obligation and Net Periodic Benefit Cost (Detail)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Defined Benefit Plan Disclosure [Line Items]
Net periodic benefit cost, Expected long-term rate of return on plan assets	6.00%	6.70%
Pension plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Accrued benefit obligation, Discount rate	4.10%	4.90%	5.50%
Accrued benefit obligation, Rate of compensation increase	2.70%	2.70%	2.70%
Net periodic benefit cost, Discount rate	4.80%	5.30%	6.30%
Net periodic benefit cost, Rate of compensation increase	2.80%	2.90%	2.90%
Net periodic benefit cost, Expected long-term rate of return on plan assets	6.00%	6.70%	7.00%
Other post-retirement benefit plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Accrued benefit obligation, Discount rate	4.20%	5.00%	5.50%
Accrued benefit obligation, Rate of compensation increase	2.80%	2.80%	2.80%
Net periodic benefit cost, Discount rate	2.90%	5.50%	6.40%
Net periodic benefit cost, Rate of compensation increase	2.80%	2.80%	2.80%

XML

Impairment and Write-Down of Property, Plant and Equipment and Intangible Assets - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended	3 Months Ended	12 Months Ended			3 Months Ended				1 Months Ended	12 Months Ended		1 Months Ended		3 Months Ended	12 Months Ended	1 Months Ended			3 Months Ended
	Nov. 17, 2010	Dec. 31, 2012	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Mar. 31, 2012 Mira Loma [Member]	Dec. 31, 2012 Kamloops mill of pulp machine [Member] Employees	Dec. 31, 2012 Kamloops mill of pulp machine [Member] Tons [Member] T	Mar. 31, 2013 Kamloops mill of pulp machine [Member] Subsequent event [Member]	Mar. 29, 2011 Ashdown, Arkansas pulp and paper mill [Member] Closure of paper machine [Member] Property	Dec. 31, 2011 Lebel-sur-Quevillon pulp mill and sawmill [Member]	Dec. 31, 2011 Plymouth pulp and paper mill [Member]	Feb. 28, 2009 Plymouth pulp and paper mill [Member] Closure of paper machine [Member] Employees	Feb. 28, 2009 Plymouth pulp and paper mill [Member] Closure of paper machine [Member] Tons [Member] T	Dec. 31, 2009 Plymouth pulp and paper mill [Member] Fluff Pulp [Member]	Dec. 31, 2010 Plymouth pulp and paper mill [Member] Fluff Pulp [Member]	Mar. 16, 2010 Columbus paper mill [Member] Employees	Mar. 16, 2010 Columbus paper mill [Member] Coated groundwood [Member] Tons [Member] T	Mar. 16, 2010 Columbus paper mill [Member] Thermo-mechanical pulp [Member] Metric tons [Member] Mg	Jun. 30, 2010 Cerritos, California [Member]
Impaired Long-Lived Assets Held and Used [Line Items]
Impairment and write-down of assets	$ 1	$ 5	$ 14	$ 85	$ 50	$ 2	$ 5				$ 12					$ 1	$ 9			$ 1
Curtailment of the mills production capacity								120,000						293,000				238,000	70,000
Number of employees affected due to curtailment							125						185				219
Accelerated depreciation							2		12	73						39
Number of paper machines shut down										1
Number of paper machines										4
Conversion of Plymouth facility to fluff pulp															100.00%
Closure and restructuring costs			30	52	27												16
Severance and termination costs			$ 6	$ 5	$ 12					$ 1	$ (2)	$ (2)					$ 8			$ 1

XML

Inventories - Components of Inventories (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Inventories [Line Items]
Work in process and finished goods	$ 381	$ 363
Raw materials	112	105
Operating and maintenance supplies	182	184
Total Inventories	$ 675	$ 652

XML

Acquisition of Businesses - Additional Information (Detail) In Millions, unless otherwise specified	1 Months Ended	12 Months Ended	1 Months Ended		12 Months Ended	9 Months Ended	12 Months Ended
	May 10, 2012 EAM Corporation [Member] USD ($)	Dec. 31, 2012 EAM Corporation [Member] Employees	Mar. 01, 2012 Attends Healthcare Limited [Member] USD ($)	Mar. 01, 2012 Attends Healthcare Limited [Member] EUR (€)	Dec. 31, 2012 Attends Healthcare Limited [Member] Employees	Sep. 01, 2011 Attends Healthcare Inc. [Member] USD ($)	Dec. 31, 2012 Attends Healthcare Inc. [Member] Employees
Business Acquisition [Line Items]
Acquisition percentage	100.00%		100.00%	100.00%		100.00%
Number of employees		54			458		320
Purchase price in cash	$ 61		$ 232	€ 173		$ 288
Cash acquired in acquisition	$ 1		$ 4	€ 3		$ 12

XML

Other Operating Loss (Income), Net - Components of Other Operating Loss (Income) (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Component Of Other Income And Expense [Line Items]
Alternative fuel tax credits (Note 10)			$ (25)
Gain on sale of property, plant and equipment	(1)	(3)	(7)
Environmental provision	2	7	4
Foreign exchange loss (gain)	3	(3)	6
Other		(2)	2
Other operating loss (income), net	7	(4)	20
Ottawa / Gatineau Hydro Assets [Member]
Component Of Other Income And Expense [Line Items]
Loss (Gain) on sale of business	3
Wood business [Member]
Component Of Other Income And Expense [Line Items]
Loss (Gain) on sale of business		$ (3)	$ 40

XML

Commitments and Contingencies - Minimum Future Payments Under Operating Leases and Other Commercial Commitments (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012
Commitment And Contingencies [Line Items]
Other commercial commitments, 2013	$ 112
Other commercial commitments, 2014	7
Other commercial commitments, 2015	5
Other commercial commitments, 2016	3
Other commercial commitments, 2017	3
Other commercial commitments, Thereafter	1
Other commercial commitments, Total	131
Operating leases, 2013	30
Operating leases, 2014	23
Operating leases, 2015	14
Operating leases, 2016	8
Operating leases, 2017	5
Operating leases, Thereafter	14
Operating leases, Total	$ 94

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SALE OF WOOD BUSINESS AND WOODLAND MILL

12 Months Ended

Dec. 31, 2012

SALE OF WOOD BUSINESS AND WOODLAND MILL

NOTE 25.

SALE OF WOOD BUSINESS AND WOODLAND MILL

Sale of Wood business

On June 30, 2010, the Company sold its Wood business to EACOM Timber Corporation (“EACOM”), following the obtainment of various third party consents and customary closing conditions, which included approvals of the transfers of cutting rights in Quebec and Ontario, for proceeds of $75 million (CDN$80 million) plus elements of working capital of approximately $42 million (CDN$45 million). Domtar received 19% of the proceeds in shares of EACOM representing an approximate 12% ownership interest in EACOM. The sale resulted in a loss on disposal of the Wood business and related pension and other post-retirement benefit plan curtailments and settlements of $50 million, which was recorded in the second quarter of 2010 in Other operating loss (income), net on the Consolidated Statements of Earnings and Comprehensive Income. The investment of the Company in EACOM was then accounted for under the equity method.

The transaction included the sale of five operating sawmills: Timmins, Nairn Centre and Gogama in Ontario, and Val-d’Or and Matagami in Quebec; as well as two non-operating sawmills: Ear Falls in Ontario and Ste-Marie in Quebec. The sawmills had approximately 3.5 million cubic meters of annual harvesting rights and a production capacity of close to 900 million board feet. Also included in the transaction was the Sullivan remanufacturing facility in Quebec and interests in two investments: Anthony-Domtar Inc. and Elk Lake Planning Mill Limited.

In December 2010, in an unrelated transaction, the Company sold its investment in EACOM Timber Corporation for CDN$0.51 per common share for net proceeds of $24 million (CDN$24 million) resulting in no further gain or loss. Domtar has fiber supply agreements in place with its former wood division at its Espanola facility. Since these continuing cash outflows are expected to be significant to the former Wood business, the sale of the Wood business did not qualify as a discontinued operation under ASC 205-20.

Sale of Woodland, Maine market pulp mill

On September 30, 2010, the Company sold its Woodland hardwood market pulp mill, hydro electric assets and related assets, located in Baileyville, Maine and New Brunswick, Canada. The purchase price was for an aggregate value of $60 million plus net working capital of $8 million. The sale resulted in a net gain on disposal of the Woodland, Maine mill of $10 million including pension curtailment expense of $2 million and has been recorded as a component of Other operating loss (income), net on the Consolidated Statements of Earnings and Comprehensive Income.

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Supplemental Guarantor Financial Information - Additional Information (Detail)	Dec. 31, 2012
Supplemental Guarantor Financial Information [Line Items]
Ownership percentage	100.00%
Domtar Paper Company, LLC [Member]
Supplemental Guarantor Financial Information [Line Items]
Ownership percentage	100.00%
Guarantor Subsidiaries [Member]
Supplemental Guarantor Financial Information [Line Items]
Ownership percentage	100.00%
Non-Guarantor Subsidiaries [Member]
Supplemental Guarantor Financial Information [Line Items]
Ownership percentage	100.00%

XML

CLOSURE AND RESTRUCTURING COSTS AND LIABILITY (Tables)

12 Months Ended

Dec. 31, 2012

Components of Closure and Restructuring Costs by Segment

The following tables provide the components of closure and restructuring costs by segment:

	Year ended December 31, 2012
	Pulp and Paper		Distribution		Personal Care		Total
	$		$				$
Severance and termination costs		5		1		—		6
Inventory write-down (1)		5		—		—		5
Loss on curtailment of pension benefits and pension withdrawal liability		15		1		—		16
Other		2		—		1		3
Closure and restructuring costs		27		2		1		30

	Year ended December 31, 2011
	Pulp and Paper		Distribution		Total
	$		$		$
Severance and termination costs		4		1		5
Inventory write-down (1)		2		—		2
Loss on curtailment of pension benefits and pension withdrawal liability		41		—		41
Other		4		—		4
Closure and restructuring costs		51		1		52

	Year ended December 31, 2010
	Pulp and Paper		Distribution		Total
	$		$		$
Severance and termination costs		11		1		12
Inventory write-down (1)		9		—		9
Other		6		—		6
Closure and restructuring costs		26		1		27

(1) Inventory write-down primarily relates to the write-down of operating and maintenance supplies classified as Inventories on the Consolidated Balance Sheets.

Activity in Closure and Restructuring Liability

The following table provides the activity in the closure and restructuring liability:

	December 31, 2012			December 31, 2011
	$			$
Balance at beginning of year		6			17
Additions		7			7
Severance payments		(2	)		(10	)
Changes in estimates		(1	)		(8	)
Balance at end of year		10			6

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GOODWILL

12 Months Ended

Dec. 31, 2012

GOODWILL

NOTE 12.

GOODWILL

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

	December 31, 2012			December 31, 2011
	$			$
Balance at beginning of year		163			—
Acquisition of Attends Healthcare Inc.		—			163
Acquisition of Attends Healthcare Limited		71			—
Acquisition of EAM Corporation		31			—
Effect of foreign currency exchange rate change		(2	)		—
Balance at end of year		263			163

The goodwill at December 31, 2012 is entirely related to the Personal Care segment. (See Note 3 “Acquisition of Businesses” for further information on the increase in 2012).

At the beginning of the fourth quarter of 2012, the Company assessed qualitative factors to determine whether it was more likely than not that the fair value of the three reporting units was less than its carrying amount. After assessing the totality of events and circumstances, the Company determined that it was more likely than not that the fair value of the reporting unit was greater than its carrying amount. Thus, performing the two-step impairment test was unnecessary and no impairment charge was recorded for goodwill.

At December 31, 2012, the accumulated impairment loss amounted to $321 million (2011—$321 million). The impairment of goodwill was done in 2008, and was related to the Pulp and Paper segment.

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Trade and Other Payables - Trade and Other Payables (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Accounts Payable And Accrued Liabilities [Line Items]
Trade payables	$ 358	$ 383
Payroll-related accruals	147	168
Accrued interest	20	15
Payables on capital projects	6	11
Rebate accruals	56	45
Liability-pension and other post-retirement benefit plans (Note 7)	5	2
Provision for environment and other asset retirement obligations (Note 21)	19	24
Closure and restructuring costs liability (Note 16)	10	6
Derivative financial instruments (Note 22)	9	19
Dividend payable (Note 20)	16	13
Other		2
Trade and other payables	$ 646	$ 688

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TRADE AND OTHER PAYABLES

12 Months Ended

Dec. 31, 2012

TRADE AND OTHER PAYABLES

NOTE 17.

TRADE AND OTHER PAYABLES

The following table presents the components of trade and other payables:

	December 31, 2012		December 31, 2011
	$		$
Trade payables		358		383
Payroll-related accruals		147		168
Accrued interest		20		15
Payables on capital projects		6		11
Rebate accruals		56		45
Liability—pension and other post-retirement benefit plans (Note 7)		5		2
Provision for environment and other asset retirement obligations (Note 21)		19		24
Closure and restructuring costs liability (Note 16)		10		6
Derivative financial instruments (Note 22)		9		19
Dividend payable (Note 20)		16		13
Other		—		2
		646		688

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Interest Expense, Net - Components of Interest Expense (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Gain (Loss) on Investments [Line Items]
Capitalized interest expense	$ 3		$ 4

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INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2012

Components of Intangible Assets

The following table presents the components of intangible assets:

	Estimated useful lives (in years)	December 31, 2012					December 31, 2011
		Gross carrying amount		Accumulated amortization			Gross carrying amount		Accumulated amortization
		$		$			$		$
Intangible assets subject to amortization
Water rights	40		8		(1	)		8		(1	)
Power purchase agreements	25		—		—			32		—
Customer relationships (1)	20-40		186		(7	)		104		(4	)
Trade names	7		7		(7	)		7		(4	)
Supplier agreement	5		6		(6	)		6		(5	)
Technology (2)	7-20		8		—			—		—
Non-Compete (2)	9		1		—			—		—
			216		(21	)		157		(14	)
Intangible assets not subject to amortization
Trade names (3)			114		—			61		—
Total			330		(21	)		218		(14	)

Amortization Expense Related to Intangible Assets

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

	2013		2014		2015		2016		2017
	$		$		$		$		$
Amortization expense related to intangible assets		8		8		6		6		6

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Property, Plant and Equipment - Components of Property, Plant and Equipment (Detail) (USD $) In Millions, unless otherwise specified			12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012 Minimum [Member] Machinery and equipment [Member]	Dec. 31, 2012 Minimum [Member] Building and improvements [Member]	Dec. 31, 2012 Maximum [Member] Machinery and equipment [Member]	Dec. 31, 2012 Maximum [Member] Building and improvements [Member]
Interest Cost Capitalized And Depreciation And Amortization Expenses For Property, Plant and Equipment [Line Items]
Range of useful lives			3 years	10 years	20 years	40 years
Machinery and equipment	$ 7,392	$ 7,164
Buildings and improvements	992	934
Timber limits and land	270	264
Assets under construction	139	86
Property, plant and equipment, gross	8,793	8,448
Less: Allowance for depreciation and amortization	(5,392)	(4,989)
Net property, plant and equipment	$ 3,401	$ 3,459

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EARNINGS PER SHARE (Tables)

12 Months Ended

Dec. 31, 2012

Reconciliation Between Basic and Diluted Earnings Per Share

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

	Year ended December 31, 2012		Year ended December 31, 2011		Year ended December 31, 2010
Net earnings	$	172	$	365	$	605
Weighted average number of common and exchangeable shares outstanding (millions)		36.0		39.9		42.8
Effect of dilutive securities (millions)		0.1		0.3		0.4
Weighted average number of diluted common and exchangeable shares outstanding (millions)		36.1		40.2		43.2
Basic net earnings per share (in dollars)	$	4.78	$	9.15	$	14.14
Diluted net earnings per share (in dollars)	$	4.76	$	9.08	$	14.00

Securities That Could Potentially Diluted Basic Earnings Per Share in Future

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

	December 31, 2012		December 31, 2011		December 31, 2010
Options		105,205		168,692		380,214

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Intangible Assets - Components of Intangible Assets (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 216	$ 157
Total	330	218
Accumulated amortization	21	14
Trade names [Member]
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Estimated useful lives, in years	7 years
Intangible assets, gross	7	7
Intangible assets not subject to amortization	114	61
Accumulated amortization	7	4
Customer relationships [Member]
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Intangible assets, gross	186	104
Accumulated amortization	7	4
Customer relationships [Member] | Minimum [Member]
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Estimated useful lives, in years	20 years
Customer relationships [Member] | Maximum [Member]
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Estimated useful lives, in years	40 years
Water rights [Member]
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Estimated useful lives, in years	40 years
Intangible assets, gross	8	8
Accumulated amortization	1	1
Power purchase agreements [Member]
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Estimated useful lives, in years	25 years
Intangible assets, gross		32
Accumulated amortization
Supplier agreement [Member]
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Estimated useful lives, in years	5 years
Intangible assets, gross	6	6
Accumulated amortization	6	5
Technology [Member]
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Intangible assets, gross	8
Accumulated amortization
Technology [Member] | Minimum [Member]
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Estimated useful lives, in years	7 years
Technology [Member] | Maximum [Member]
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Estimated useful lives, in years	20 years
Non-Compete [Member]
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Estimated useful lives, in years	9 years
Intangible assets, gross	1
Accumulated amortization

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Millions, except Share data, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Receivables, allowances	$ 4	$ 5
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	2,000,000,000	2,000,000,000
Common stock, shares issued	42,523,896	42,506,732
Treasury stock, par value	$ 0.01	$ 0.01
Treasury stock, shares	8,285,292	6,375,532
Exchangeable shares, no par value
Exchangeable shares, issued	607,814	619,108
Exchangeable shares, held by nonaffiliates	607,814	619,108

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Pension Plans and Other Post-Retirement Benefit Plans - Fair Value of Plan Assets by Asset Category (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Defined Benefit Plan Disclosure [Line Items]
Fair value of the plan assets	$ 1,767	$ 1,665
Active segregated global equity portfolio [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of the plan assets	$ 5	$ 2

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2012

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

Domtar designs, manufactures, markets and distributes a wide variety of fiber-based products including communications papers, specialty and packaging papers and adult incontinence products. The foundation of its business is the efficient operation of pulp mills, converting fiber into papergrade, fluff and specialty pulps. The majority of this pulp production is consumed internally to make communication papers and specialty and packaging papers with the balance sold as a market pulp. Domtar is the largest integrated marketer and manufacturer of uncoated freesheet paper in North America. In addition, Domtar operates manufacturing, research and development and distribution facilities to sell adult incontinence care products including washcloths, marketed primarily under the Attends^® brand name. The Company also owns and operates Ariva^®, a network of strategically located paper distribution facilities. The Company also produced lumber and other speciality and industrial wood products up until the sale of the Wood business on June 30, 2010.

ACCOUNTING PRINCIPLES

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements include the accounts of Domtar Corporation and its controlled subsidiaries. Significant intercompany transactions have been eliminated on consolidation. Investment in an affiliated company, where the Company has joint control over their operations, is accounted for by the equity method. The Company’s share of equity earnings totaled a loss, net of taxes, of $6 million.

To conform with the basis of presentation adopted in the current period, certain figures previously reported in the Statements of Cash Flows, have been reclassified.

USE OF ESTIMATES

The consolidated financial statements have been prepared in conformity with GAAP, which requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the year, the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements. On an ongoing basis, management reviews the estimates and assumptions, including but not limited to those related to closure and restructuring costs, income taxes, useful lives, asset impairment charges, environmental matters and other asset retirement obligations, pension and other post-retirement benefit plans and, commitments and contingencies, based on currently available information. Actual results could differ from those estimates.

TRANSLATION OF FOREIGN CURRENCIES

The Company determines its international subsidiaries’ functional currency by reviewing the currencies in which their respective operating activities occur. The Company translates assets and liabilities of its non-U.S. dollar functional currency subsidiaries into U.S. dollars using the rate in effect at the balance sheet date and revenues and expenses are translated at the average exchange rates during the year. Foreign currency translation gains and losses are included in Shareholders’ equity as a component of Accumulated other comprehensive loss in the accompanying Consolidated Balance Sheets.

Monetary assets and liabilities denominated in a currency that is different from a reporting entity’s functional currency must first be remeasured from the applicable currency to the legal entity’s functional currency. The effect of this remeasurement process is recognized in the Consolidated Statements of Earnings and Comprehensive Income and is partially offset by our economic hedging program (refer to Note 22). At December 31, 2012, the accumulated translation adjustment accounts amounted to $208 million (2011—$185 million).

REVENUE RECOGNITION

Domtar Corporation recognizes revenues when pervasive evidence of an arrangement exists, the customer takes title and assumes the risks and rewards of ownership, the sales price charged is fixed or determinable and when collection is reasonably assured. Revenue is recorded at the time of shipment for terms designated free on board (“f.o.b.”) shipping point. For sales transactions designated f.o.b. destination, revenue is recorded when the product is delivered to the customer’s delivery site, when the title and risk of loss are transferred.

SHIPPING AND HANDLING COSTS

The Company classifies shipping and handling costs as a component of Cost of sales in the Consolidated Statements of Earnings and Comprehensive Income.

CLOSURE AND RESTRUCTURING COSTS

Closure and restructuring costs are recognized as liabilities in the period when they are incurred and are measured at their fair value. For such recognition to occur, management, with the appropriate level of authority, must have approved and committed to a firm plan and appropriate communication to those affected must have occurred. These provisions may require an estimation of costs such as severance and termination benefits, pension and related curtailments, environmental remediation and may also include expenses related to demolition and outplacement. Actions taken may also require an evaluation of any remaining assets to determine required write-downs, if any, and a review of estimated remaining useful lives which may lead to accelerated depreciation expense.

Estimates of cash flows and fair value relating to closures and restructurings require judgment. Closure and restructuring liabilities are based on management’s best estimates of future events at December 31, 2012. Closure and restructuring cost estimates are dependent on future events. Although the Company does not anticipate significant changes, the actual costs may differ from these estimates due to subsequent developments such as the results of environmental studies, the ability to find a buyer for assets set to be dismantled and demolished and other business developments. As such, additional costs and further working capital adjustments may be required in future periods.

INCOME TAXES

Domtar Corporation uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined according to differences between the carrying amounts and tax bases of the assets and liabilities. The Company records its worldwide tax provision based on the respective tax rules and regulations for the jurisdictions in which it operates. The change in the net deferred tax asset or liability is included in Income tax expense or in Other comprehensive income (loss) in the Consolidated Statements of Earnings and Comprehensive Income. Deferred tax assets and liabilities are measured using enacted tax rates and laws expected to apply in the years in which the assets and liabilities are expected to be recovered or settled. Uncertain tax positions are recorded based upon the Company’s evaluation of whether it is “more likely than not” (a probability level of more than 50 percent) that, based upon its technical merits, the tax position will be sustained upon examination by the taxing authorities. The Company establishes a valuation allowance for deferred tax assets when it is more likely than not that they will not be realized. In general, “realization” refers to the incremental benefit achieved through the reduction in future taxes payable or an increase in future taxes refundable from the deferred tax assets.

The Company recognizes interest and penalties related to income tax matters as a component of Income tax expense in the Consolidated Statements of Earnings and Comprehensive Income.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash and short-term investments with original maturities of less than three months and are presented at cost which approximates fair value.

RECEIVABLES

Receivables are recorded net of a provision for doubtful accounts that is based on expected collectability. The securitization of receivables is accounted for as secured borrowings. Accordingly, financing expenses related to the securitization of receivables are recognized in earnings as a component of Interest expense in the Consolidated Statements of Earnings and Comprehensive Income.

INVENTORIES

Inventories are stated at the lower of cost or market. Cost includes labor, materials and production overhead. The last-in, first-out (“LIFO”) method is used to cost certain U.S. raw materials, in process and finished goods inventories. LIFO inventories were $264 million and $267 million at December 31, 2012 and 2011, respectively. The balance of U.S. raw material inventories, all materials and supplies inventories and all foreign inventories are costed at either the first-in, first-out (“FIFO”) or average cost methods. Had the inventories for which the LIFO method is used been valued under the FIFO method, the amounts at which product inventories are stated would have been $62 million and $56 million greater at December 31, 2012 and 2011, respectively.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at cost less accumulated depreciation including asset impairment write-downs. Interest costs are capitalized for significant capital projects. For timber limits and timberlands, amortization is calculated using the units of production method. For all other assets, amortization is calculated using the straight-line method over the estimated useful lives of the assets. Buildings and improvements are amortized over periods of 10 to 40 years and machinery and equipment over periods of 3 to 20 years. No depreciation is recorded on assets under construction.

IMPAIRMENT OF LONG-LIVED ASSETS

Long-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances indicating that the carrying value of the assets may not be recoverable, as measured by comparing their net book value to their estimated undiscounted future cash flows. Impaired assets are recorded at estimated fair value, determined principally by using discounted future cash flows expected from their use and eventual disposition (refer to Note 4).

GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill is not amortized and is evaluated at the beginning of the fourth quarter of every year or more frequently whenever indicators of potential impairment exist. The Company performs the impairment test of goodwill at its reporting unit level. The Company has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. In performing the qualitative assessment, the Company identifies the relevant drivers of fair value of a reporting unit and the relevant events and circumstances that may have an impact on those drivers of fair value. This process involves significant judgement 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 the Company 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. If, after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then it performs Step I of the two-step impairment test. The Company can also elect to bypass the qualitative assessment and proceed directly to the Step 1 of the impairment test.

The first step is to compare the fair value of a reporting unit to its carrying value, including goodwill. The Company uses a discounted cash flow model to determine the fair value of a reporting unit. The assumptions used in the model are consistent with those we believe hypothetical marketplace participants would use. In the event that the net carrying amount exceeds the fair value of the business, the second step of the impairment test must be performed in order to determine the amount of the impairment charge. Fair value of goodwill in the Step II impairment test is estimated in the same way as goodwill was determined at the date of the acquisition in a business combination, that is, the excess of the fair value of the reporting unit over the fair value of the identifiable net assets of the business.

All goodwill as of December 31, 2012 resides in the Personal Care segment, and originates from the acquisitions of Attends Healthcare Inc. on September 1, 2011, Attends Healthcare Limited on March 1, 2012 and EAM Corporation on May 10, 2012. Please refer to Note 3 “Acquisition of businesses” for additional information regarding these acquisitions.

Indefinite-lived intangible assets are not amortized and are evaluated at the beginning of the fourth quarter of every year, or more frequently whenever indicators of potential impairment exist. The Company has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of indefinite-lived intangible assets are less than their carrying amounts. The qualitative assessment follows the same process as the one performed for goodwill, as described above. If, after assessing the qualitative factors, the Company determines that it is more likely than not that the indefinite-lived intangible assets are less than their carrying amounts, then an impairment test is required. The Company can also elect to proceed directly to the quantitative test. The impairment test consists of comparing the fair value of the indefinite-lived intangible assets determined using a variety of methodologies to their carrying amount. If the carrying amounts of the indefinite-lived intangible assets exceed their fair value, an impairment loss is recognized in an amount equal to that excess. Indefinite-lived intangible assets include trade names related to Attends^®. The Company evaluates its indefinite-lived intangible assets each reporting period to determine whether events and circumstances continue to support indefinite useful lives.

Definite lived intangible assets are stated at cost less amortization and are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Definite lived intangible assets include water rights, customer relationships, technology, trade names and supplier and non-compete agreements which are being amortized using the straight-line method over their estimated useful lives. Power purchase agreements are amortized using the straight-line method over the term of the respective contract. Cutting rights were amortized using the units of production method and were sold June 30, 2010 as part of the sale of the Wood business (refer to Note 25). Any potential impairment for definite lived intangible assets will be calculated in the same manner as that disclosed under impairment of long-lived assets.

Amortization is based mainly on the following useful lives:

	Useful life
Water rights	40 years
Customer relationships	20 to 40 years
Technology	7 to 20 years
Trade names	7 years
Supplier agreements	5 years
Power purchase agreements	25 years
Non-Compete agreements	9 years

OTHER ASSETS

Other assets are recorded at cost. Direct financing costs related to the issuance of long-term debt are deferred and amortized using the effective interest rate method.

ENVIRONMENTAL COSTS

Environmental expenditures for effluent treatment, air emission, landfill operation and closure, asbestos containment and removal, bark pile management, silvicultural activities and site remediation (together referred to as environmental matters) are expensed or capitalized depending on their future economic benefit. In the normal course of business, Domtar Corporation incurs certain operating costs for environmental matters that are expensed as incurred. Expenditures for property, plant and equipment that prevent future environmental impacts are capitalized and amortized on a straight-line basis over 10 to 40 years. Provisions for environmental matters are not discounted, due to uncertainty with respect to timing of expenditures, and are recorded when remediation efforts are probable and can be reasonably estimated.

ASSET RETIREMENT OBLIGATIONS

Asset retirement obligations are recognized, at fair value, in the period in which Domtar Corporation incurs a legal obligation associated with the retirement of an asset. Conditional asset retirement obligations are recognized, at fair value, when the fair value of the liability can be reasonably estimated or on a probability-weighted discounted cash flow estimate. The associated costs are capitalized as part of the carrying value of the related asset and depreciated over its remaining useful life. The liability is accreted using the credit adjusted risk-free interest rate used to discount the cash flow.

STOCK-BASED COMPENSATION AND OTHER STOCK-BASED PAYMENTS

Domtar Corporation recognizes the cost of employee services received in exchange for awards of equity instruments over the requisite service period, based on their grant date fair value for awards accounted for as equity and based on the quoted market value of each reporting period for awards accounted for as liability. The Company awards are accounted for as compensation expense and presented in Additional paid-in-capital on the Consolidated Balance Sheets for Equity type awards and presented in Other long-term liabilities and deferred credits on the Consolidated Balance Sheets for Liability type awards.

The Company’s awards may be subject to market, performance and/or service conditions. Any consideration paid by plan participants on the exercise of stock options or the purchase of shares is credited to Additional paid-in-capital on the Consolidated Balance Sheets. The par value included in the Additional paid-in-capital component of stock-based compensation is transferred to Common shares upon the issuance of shares of common stock.

Unless otherwise determined at the time of the grant, awards subject to service conditions vest in approximately equal installments over three years beginning on the first anniversary of the grant date and performance-based awards vest based on achievement of pre-determined performance goals over performance periods of three years. The majority of non-qualified stock options and performance share units expire at various dates no later than seven years from the date of grant. Deferred Share Units vest immediately at the grant date and are remeasured at each reporting period, until settlement, using the quoted market value.

Under the 2007 Omnibus Incentive Plan (the “Omnibus Plan”), a maximum of 1,422,214 shares are reserved for issuance in connection with awards granted or to be granted.

DERIVATIVE INSTRUMENTS

Derivative instruments are utilized by Domtar Corporation as part of the overall strategy to manage exposure to fluctuations in foreign currency and price on certain purchases. As a matter of policy, derivatives are not used for trading or speculative purposes. All derivatives are recorded at fair value either as assets or liabilities. When derivative instruments have been designated within a hedge relationship and are highly effective in offsetting the identified risk characteristics of specific financial assets and liabilities or group of financial assets and liabilities, hedge accounting is applied.

In a fair value hedge, changes in fair value of derivatives are recognized in the Consolidated Statements of Earnings and Comprehensive Income. The change in fair value of the hedged item attributable to the hedged risk is also recorded in the Consolidated Statements of Earnings and Comprehensive Income by way of a corresponding adjustment of the carrying amount of the hedged item recognized in the Consolidated Balance Sheets. In a cash flow hedge, changes in fair value of derivative instruments are recorded in Other comprehensive income (loss). These amounts are reclassified in the Consolidated Statements of Earnings and Comprehensive Income in the periods in which results are affected by the cash flows of the hedged item within the same line item. Any hedge ineffectiveness is recorded in the Consolidated Statements of Earnings and Comprehensive Income when incurred.

PENSION PLANS

Domtar Corporation’s plans include funded and unfunded defined benefit and defined contribution pension plans. Domtar Corporation recognizes the overfunded or underfunded status of defined benefit and underfunded defined contribution pension plans as an asset or liability in the Consolidated Balance Sheets. The net periodic benefit cost includes the following:

• The cost of pension benefits provided in exchange for employees’ services rendered during the period,

• The interest cost of pension obligations,

• The expected long-term return on pension fund assets based on a market value of pension fund assets,

• Gains or losses on settlements and curtailments,

• The straight-line amortization of past service costs and plan amendments over the average remaining service period of approximately 9 years of the active employee group covered by the plans, and

• The amortization of cumulative net actuarial gains and losses in excess of 10% of the greater of the accrued benefit obligation or market value of plan assets at the beginning of the year over the average remaining service period of approximately 9 years of the active employee group covered by the plans.

The defined benefit plan obligations are determined in accordance with the projected unit credit actuarial cost method.

OTHER POST-RETIREMENT BENEFIT PLANS

The Company recognizes the unfunded status of other post-retirement benefit plans (other than multiemployer plans) as a liability in the Consolidated Balance Sheets. These benefits, which are funded by Domtar Corporation as they become due, include life insurance programs, medical and dental benefits and short-term and long-term disability programs. We amortize the cumulative net actuarial gains and losses in excess of 10% of the accrued benefit obligation at the beginning of the year over the average remaining service period of approximately 10 years of the active employee group covered by the plans.

GUARANTEES

A guarantee is a contract or an indemnification agreement that contingently requires Domtar Corporation to make payments to the other party of the contract or agreement, based on changes in an underlying item that is related to an asset, a liability or an equity security of the other party or on a third party’s failure to perform under an obligating agreement. It could also be an indirect guarantee of the indebtedness of another party, even though the payment to the other party may not be based on changes in an underlying item that is related to an asset, a liability or an equity security of the other party. Guarantees, when applicable, are accounted for at fair value.

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SEGMENT DISCLOSURES (Tables)

12 Months Ended

Dec. 31, 2012

Analysis and Reconciliation of Segment Information

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

SEGMENT DATA	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
	$			$			$
Sales
Pulp and Paper (1)		4,575			4,953			5,070
Distribution		685			781			870
Personal Care		399			71			—
Wood (2)		—			—			150
Total for reportable segments		5,659			5,805			6,090
Intersegment sales—Pulp and Paper		(177	)		(193	)		(229	)
Intersegment sales—Wood		—			—			(11	)
Consolidated sales		5,482			5,612			5,850
Depreciation and amortization and impairment and write-down of property, plant and equipment and intangible assets
Pulp and Paper		361			368			381
Distribution		4			4			4
Personal Care		20			4			—
Wood (2)		—			—			10
Total for reportable segments		385			376			395
Impairment and write-down of property, plant and equipment—Pulp and Paper		9			85			50
Impairment and write-down of intangible assets—Distribution		5			—			—
Consolidated depreciation and amortization and impairment and write-down of property, plant and equipment and intangible assets		399			461			445
Operating income (loss)
Pulp and Paper		346			581			667
Distribution		(16	)		—			(3	)
Personal Care		45			7			—
Wood (2)		—			—			(54	)
Corporate		(8	)		4			(7	)
Consolidated operating income		367			592			603
Interest expense, net		131			87			155
Earnings before income taxes and equity earnings		236			505			448
Income tax expense (benefit)		58			133			(157	)
Equity loss, net of taxes		6			7			—
Net earnings		172			365			605

Consolidated Assets

SEGMENT DATA (CONTINUED)	December 31, 2012		December 31, 2011
	$		$
Segment assets
Pulp and Paper		4,564		4,874
Distribution		73		84
Personal Care		841		458
Total for reportable segments		5,478		5,416
Corporate		645		453
Consolidated assets		6,123		5,869

Additions to Property, Plant and Equipment

	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
	$			$			$
Additions to property, plant and equipment
Pulp and Paper		181			133			142
Distribution		2			2			2
Personal Care		44			—			—
Wood (2)		—			—			1
Total for reportable segments		227			135			145
Corporate		12			10			5
Consolidated additions to property, plant and equipment		239			145			150
Add: Change in payables on capital projects		(3	)		(1	)		3
Consolidated additions to property, plant and equipment per Consolidated Statements of Cash Flows		236			144			153

(1) In 2012 and 2011, Staples, one of the Company’s largest customers in the Pulp and Paper segment, represented approximately 11% of the total sales.

(2) The Wood segment was sold in the second quarter of 2010.

Geographic Information on Sales

	Year ended December 31, 2012		Year ended December 31, 2011		Year ended December 31, 2010
	$		$		$
Geographic information
Sales
United States		4,086		4,200		4,245
Canada		716		756		837
China		155		229		375
Europe		250		161		160
Other foreign countries		275		266		233
		5,482		5,612		5,850

Long-Lived Assets

SEGMENT DATA (CONTINUED)	December 31, 2012		December 31, 2011
	$		$
Long-lived assets
United States		2,629		2,675
Canada		1,069		1,148
Other foreign countries		275		3
		3,973		3,826

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Pension Plans and Other Post-Retirement Benefit Plans - Pre-Tax Amounts Included in Other Comprehensive Income (Loss) (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Pension plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Prior service (cost) credit	$ 3	$ (17)	$ (1)
Amortization of prior year service cost (credit)	4	11	4
Net gain (loss)	(122)	(48)	(100)
Amortization of net actuarial loss	19	14	24
Net amount recognized in other comprehensive income (loss) (pre-tax)	(96)	(40)	(73)
Other post-retirement benefit plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Prior service (cost) credit		3
Amortization of prior year service cost (credit)	(9)	(1)	(1)
Net gain (loss)	(11)	(2)	1
Amortization of net actuarial loss	1
Net amount recognized in other comprehensive income (loss) (pre-tax)	$ (19)

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Property Plant and Equipment - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Cost And Accumulated Depreciation And Amortization Of Property Plant And Equipment [Line Items]
Depreciation and amortization expense related to property,plant and equipment	$ 377	$ 371	$ 391

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Stock-Based Compensation - Additional Information (Detail) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate intrinsic value, Exercised	$ 4
Aggregate intrinsic value, Exercisable	2.8
Weighted average exercise price, Exercisable	$ 83.52
Compensation costs not yet recognized	11	16	22
Compensation expense recognized	20	23	25
Aggregate value of liability award	35
Total fair value of shares vested	6
Tax benefit value	$ 1
Stock Appreciation Rights (SARs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding and exercisable	3,738
Options outstanding and exercisable, weighted average exercise price	$ 78.95
Performance Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of units cancelled	23,417
Weighted average grant date fair value of cancelled units	$ 98.68	$ 89.02
PCRSUs outstanding	45,700
Settled in shares	97,335
Settled in cash	84,909
Restricted Stock Unit [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Settled in shares	85,640
Settled in cash	197,418
Share-based payment award, grants in period	54,470
Deferred Share Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment award, grants in period	19,253

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LONG-TERM DEBT

12 Months Ended

Dec. 31, 2012

LONG-TERM DEBT

NOTE 18.

LONG-TERM DEBT

	Maturity		Notional Amount		Currency		December 31, 2012		December 31, 2011
			$				$		$
Unsecured notes
5.375% Notes		2013		72		US		72		72
7.125% Notes		2015		167		US		166		213
9.5% Notes		2016		94		US		99		133
10.75% Notes		2017		278		US		272		375
4.4% Notes		2022		300		US		299		—
6.25% Notes		2042		250		US		249		—
Capital lease obligations and other		2012 –2028						50		48
								1,207		841
Less: Due within one year								79		4
								1,128		837

Principal long-term debt repayments, including capital lease obligations, in each of the next five years will amount to:

	Long-term debt		Capital leases
	$		$
2013		72		9
2014		—		8
2015		167		6
2016		94		6
2017		278		4
Thereafter		550		37
		1,161		70
Less: Amounts representing interest		—		21
Total payments, excluding debt discount of $2 million		1,161		49

UNSECURED NOTES

On February 25, 2013, the Company announced that it will redeem approximately $70.9 million in aggregate principal amount of its 5.375% Notes due 2013, representing the majority of the Notes outstanding.

The Notes will be redeemed at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, as well as a make-whole premium.

As a result of a cash tender offer during the first quarter of 2012, the Company repurchased $1 million of the 5.375% Notes due 2013, $47 million of the 7.125% Notes due 2015, $31 million of the 9.5% Notes due 2016 and $107 million of the 10.75% Notes due 2017. The Company incurred tender premiums of $47 million and additional charges of $3 million as a result of this extinguishment, both of which are included in Interest expense in the Consolidated Statements of Earnings and Comprehensive Income.

During the third quarter of 2011, the Company repurchased $15 million of the 10.75% debt and recorded a charge of $4 million on repurchase of the Notes.

On October 19, 2010, the Company redeemed $135 million of the 7.875% Notes due 2011 and recorded a charge of $7 million related to the repurchase of the Notes.

As a result of the cash tender offer during the second quarter of 2010, the Company repurchased $238 million of the 5.375% Notes due 2013 and $187 million of the 7.125% Notes due 2015. The Company recorded a charge of $40 million related to the repurchase of the Notes.

SENIOR NOTES OFFERING

On August 20, 2012, the Company issued $250 million 6.25% Notes due 2042 for net proceeds of $247 million. The net proceeds from the offering of the Notes were placed in short-term investment vehicles pending being used for general corporate purposes. The net proceeds from the offering of the Notes were used to fund the portion of the purchase of the 5.375% Notes due 2013, 7.125% Notes due 2015, 9.5% Notes due 2016 and 10.75% Notes due 2017 tendered and accepted by the Company pursuant to a tender offer, including the payment of accrued interest and applicable early tender premiums, not funded with cash on hand, as well as for general corporate purposes.

On March 7, 2012, the Company issued $300 million 4.4% Notes due 2022 for net proceeds of $297 million.

The Notes are redeemable, in whole or in part, at the Company’s option at any time. In the event of a change in control, each holder will have the right to require the Company to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount of the Notes, plus any accrued and unpaid interest. The Notes are unsecured obligations and rank equally with existing and future unsecured and unsubordinated indebtedness. The Notes are fully and unconditionally guaranteed on an unsecured basis by direct and indirect, existing and future, U.S. 100% owned subsidiaries, which currently guarantee indebtedness under the Credit Agreement as well as the Company’s other unsecured unsubordinated indebtedness.

BANK FACILITY

On June 15, 2012, the Company amended and restated its existing Credit Agreement (the “Credit Agreement”), among the Company, certain subsidiary borrowers, certain subsidiary guarantors and the lenders and agents party thereto. The Credit Agreement amended the Company’s existing $600 million revolving credit facility that was scheduled to mature June 23, 2015.

The Credit Agreement provides for a revolving credit facility (including a letter of credit sub-facility and a swingline sub-facility) that matures on June 15, 2017. The maximum aggregate amount of availability under the revolving Credit Agreement is $600 million, which may be borrowed in US Dollars, Canadian Dollars (in an amount up to the Canadian Dollar equivalent of $150 million) and Euros (in an amount up to the Euro equivalent of $200 million). Borrowings may be made by the Company, by its U.S. subsidiary Domtar Paper Company, LLC, by its Canadian subsidiary Domtar Inc. and by any additional borrower designated by the Company in accordance with the Credit Agreement. The Company may increase the maximum aggregate amount of availability under the revolving Credit Agreement by up to $400 million, and the Borrowers may extend the final maturity of the Credit Agreement by one year, if, in each case, certain conditions are satisfied, including (i) the absence of any event of default or default under the Credit Agreement and (ii) the consent of the lenders participating in each such increase or extension, as applicable.

Borrowings under the Credit Agreement will bear interest at a rate dependent on the Company’s credit ratings at the time of such borrowing and will be calculated at the Borrowers’ option according to a base rate, prime rate, LIBO rate, EURIBO rate or the Canadian bankers’ acceptance rate plus an applicable margin, as the case may be. In addition, the Company must pay facility fees quarterly at rates dependent on the Company’s credit ratings.

The Credit Agreement contains customary covenants, including two financial covenants: (i) an interest coverage ratio, as defined in the Credit Agreement, that must be maintained at a level of not less than 3 to 1 and (ii) a leverage ratio, as defined in the Credit Agreement, that must be maintained at a level of not greater than 3.75 to 1. At December 31, 2012, the Company was in compliance with the covenants, and no amounts were borrowed (December 31, 2011—nil). At December 31, 2012, the Company had outstanding letters of credit amounting to $12 million under this credit facility (December 31, 2011—$29 million).

All borrowings under the Credit Agreement are unsecured. However, certain domestic subsidiaries of the Company will unconditionally guarantee any obligations from time to time arising under the Credit Agreement, and certain subsidiaries of the Company that are not organized in the United States will unconditionally guarantee any obligations of Domtar Inc., the Canadian subsidiary borrower, or of additional borrowers that are not organized in the United States, under the Credit Agreement, in each case, subject to the provisions of the Credit Agreement.

RECEIVABLES SECURITIZATION

The Company uses securitization of certain receivables to provide additional liquidity to fund its operations, particularly when it is cost effective to do so. The costs under the program may vary based on changes in interest rates. The Company’s securitization program consists of the sale of most of the receivables of its domestic subsidiaries to a bankruptcy remote consolidated subsidiary which, in turn, transfers a senior beneficial interest in them to a special purpose entity managed by a financial institution for multiple sellers of receivables. The program normally allows the daily sale of new receivables to replace those that have been collected.

The program contains certain termination events, which include, but are not limited to, matters related to receivable performance, certain defaults occurring under the credit facility, and certain judgments being entered against the Company or the Company’s subsidiaries that remain outstanding for 60 consecutive days.

In November 2010, the agreement governing this receivables securitization program was amended and extended to mature in November 2013. The available proceeds that may be received under the program are limited to $150 million. The agreement was subsequently amended in November 2011 to add a letter of credit sub-facility.

At December 31, 2012 the Company had no borrowings and $38 million of letters of credit outstanding under the program (2011—nil and $28 million, respectively). Sales of receivables under this program are accounted for as secured borrowings.

In 2012, a net charge of $1 million (2011—$1 million; 2010—$2 million) resulted from the program described above and was included in Interest expense in the Consolidated Statements of Earnings and Comprehensive Income.

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Long-Term Debt - Principal Long-Term Debt Repayments, Including Capital Lease Obligations (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Debt And Capital Lease Obligations [Line Items]
Long-term debt	$ 1,207	$ 841
Long-term debt [Member]
Debt And Capital Lease Obligations [Line Items]
2013	72
2014
2015	167
2016	94
2017	278
Thereafter	550
Long-term debt	1,161
Less: Amounts representing interest
Total payments, excluding debt discount of $2 million	1,161
Capital lease obligations [Member]
Debt And Capital Lease Obligations [Line Items]
2013	9
2014	8
2015	6
2016	6
2017	4
Thereafter	37
Capital lease obligations repayment	70
Less: Amounts representing interest	21
Total payments	$ 49

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Derivatives and Hedging Activities and Fair value Measurement - Additional Information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012 Customer	Dec. 31, 2011 Customer	Dec. 31, 2010
Derivative [Line Items]
Maximum percentage of receivables a single customer represents	11.00%	9.00%
Number of major customers	1	1
Receivables From major Customers	$ 64,000,000	$ 58,000,000
Length of time current foreign currency hedges cover, in months	12
Gain (loss) recognized in accumulated other comprehensive loss on derivatives (effective portion)		(13,000,000)	(4,000,000)
Forecasted Natural Gas And Oil Purchases [Member]
Derivative [Line Items]
Length of time current hedges cover	5 years
Foreign currency investment [Member]
Derivative [Line Items]
Length of time current hedges cover	3 years
Natural gas derivative contracts [Member]
Derivative [Line Items]
Earnings hedge ineffectiveness	0	0	0
Gain (loss) recognized in accumulated other comprehensive loss on derivatives (effective portion)	4,000,000
Currency options [Member]
Derivative [Line Items]
Earnings hedge ineffectiveness	0	0	0
Gain (loss) recognized in accumulated other comprehensive loss on derivatives (effective portion)	$ 1,000,000

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Commitments and Contingencies - Additional Information (Detail) In Millions, unless otherwise specified	12 Months Ended								12 Months Ended					12 Months Ended
	Dec. 31, 2012 USD ($) Y	Dec. 31, 2011 USD ($)	Dec. 31, 2010 USD ($)	Dec. 31, 2012 Pulp and Paper Green Transformation Program [Member] USD ($)	Dec. 31, 2011 Pulp and Paper Green Transformation Program [Member] USD ($)	Dec. 31, 2010 Pulp and Paper Green Transformation Program [Member] USD ($)	Dec. 31, 2012 Pending litigation [Member] USD ($)	Dec. 31, 2012 Pending litigation [Member] CAD	Dec. 31, 2012 Maximum [Member] USD ($)	Mar. 07, 2007 Maximum [Member] USD ($)	Mar. 07, 2007 Maximum [Member] CAD	Jul. 31, 1998 Maximum [Member] USD ($)	Jul. 31, 1998 Maximum [Member] CAD	Dec. 31, 2012 Minimum [Member] USD ($)
Schedule Of Commitments And Contingencies [Line Items]
Operating expenses for environmental matters	$ 64	$ 62	$ 62
Capital expenditures for environmental matters	4	8	3	6	83	51
Provision for environmental matters and other asset retirement obligation	83	92	107
Obligations under federal or provincial legislations									35					25
Company's ownership of Domtar Inc.	100.00%
Maximum third party share percentage ownership	50.00%
Business acquisition, contingent consideration, potential cash payment							111	110		111	110	121	120
Consideration declining period, in years	25
Operating lease expense	$ 34	$ 32	$ 32

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Pension Plans and Other Post-Retirement Benefit Plans - Additional Information (Detail) In Millions, unless otherwise specified	12 Months Ended					1 Months Ended		12 Months Ended				12 Months Ended										12 Months Ended							12 Months Ended
	Dec. 31, 2012 USD ($) MultiEmployerPensionPlan	Dec. 31, 2012 CAD	Dec. 31, 2011 USD ($)	Dec. 31, 2010 USD ($)	Dec. 31, 2011 CAD	Jan. 02, 2013 Subsequent event [Member]	Dec. 31, 2012 Nominal Value [Member] ABN Montreal Accord [Member] USD ($)	Dec. 31, 2012 Remainder [Member]	Dec. 31, 2012 Multiemployer pension plans [Member] USD ($)	Dec. 31, 2011 Multiemployer pension plans [Member] USD ($)	Dec. 31, 2012 Second multiemployer pension plan [Member] USD ($)	Dec. 31, 2012 United States Plans [Member]	Dec. 31, 2012 Performance Share Units and Performance Conditioned Restricted Stock Units [Member]	Dec. 31, 2012 Other post-retirement benefit plans [Member] USD ($)	Dec. 31, 2011 Other post-retirement benefit plans [Member] USD ($)	Dec. 31, 2010 Other post-retirement benefit plans [Member] USD ($)	Dec. 31, 2012 Pension plans [Member] USD ($)	Dec. 31, 2011 Pension plans [Member] USD ($)	Dec. 31, 2010 Pension plans [Member] USD ($)	Dec. 31, 2012 Pension plans [Member] Ongoing Litigation [Member] USD ($)	Dec. 31, 2012 Pension plans [Member] Nominal Value [Member] USD ($)	Dec. 31, 2012 Pension plans [Member] Mature at Par [Member] USD ($)	Dec. 31, 2012 Pension plans [Member] Remainder [Member] USD ($)	Dec. 31, 2012 Supplemental Nonqualified Unfunded Retirement Plan [Member] USD ($)	Dec. 31, 2011 Supplemental Nonqualified Unfunded Retirement Plan [Member] USD ($)	Dec. 31, 2012 Subject To Restructuring Under Court Under [Member] USD ($)	Dec. 31, 2011 Subject To Restructuring Under Court Under [Member] USD ($)	Dec. 31, 2010 Subject To Restructuring Under Court Under [Member] USD ($)	Dec. 31, 2012 Separately Restructured [Member] USD ($)	Dec. 31, 2012 Separately Restructured [Member] Nominal Value [Member] USD ($)	Dec. 31, 2012 Asset backed notes [Member] USD ($)	Dec. 31, 2012 Asset backed notes [Member] ABN Montreal Accord [Member] USD ($)	Dec. 31, 2012 Asset backed notes [Member] Nominal Value [Member] USD ($)
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]
Pension expense	$ 24		$ 24	$ 25
Expected minimum contribution in 2013																	25
Plan contributions														7	8	8	86	95	161
Accrued benefit obligation																								56	47
Amount to be amortized from accumulated other comprehensive loss into net periodic benefit cost in 2013														1			44
Accrued benefit obligation	1,222		1,160
Fair value of defined benefit plan assets with an accrued benefit obligation in excess of fair value of plan assets	1,039		1,020
Discount rate												3.80%		4.20%	5.00%	5.50%	4.10%	4.90%	5.50%
Maturity of universe of bonds												2 years
Additional ABN discount													1.75%
Expected return on plan assets,percentage	6.00%	6.00%	6.70%			5.80%											6.00%	6.70%	7.00%
Weighted-average annual rate increase in per capita cost of covered health care benefits assumed	5.40%	5.40%
Weighted-average annual rate assumed to decrease in per capita cost of covered health care benefits assumed	4.10%	4.10%
Weighted-average annual rate assumed to decrease in per capita cost of covered health care benefits, assumed year of impact	2033	2033
Asset backed commercial paper, value	213	211	205		208		38										9			15	12	11	11			193	178	193	177	213	16	20	39
Increase in market value of Canadian dollar	41	40
Asset backed commercial paper, repayments and sales	37	37
Increase in value of Canadian dollar	4
Asset backed notes expected maturity period								2016														Late 2013							4
Number of multiemployer defined benefit plans	7	7
Percentage of funded significant plan	65.00%	65.00%
Expected withdrawal liability	$ 47		$ 32						$ 14	$ 32	$ 1

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2012

Amortization of Intangible Assets

Amortization is based mainly on the following useful lives:

	Useful life
Water rights	40 years
Customer relationships	20 to 40 years
Technology	7 to 20 years
Trade names	7 years
Supplier agreements	5 years
Power purchase agreements	25 years
Non-Compete agreements	9 years

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INVENTORIES

12 Months Ended

Dec. 31, 2012

INVENTORIES

NOTE 11.

INVENTORIES

The following table presents the components of inventories:

	December 31, 2012		December 31, 2011
	$		$
Work in process and finished goods		381		363
Raw materials		112		105
Operating and maintenance supplies		182		184
		675		652

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Income Taxes - Gross Unrecognized Tax Benefits (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Income Tax Contingency [Line Items]
Balance at beginning of year	$ 253	$ 242	$ 226
Additions based on tax positions related to current year	1	4	14
Additions for tax positions of prior years	1	4
Reductions for tax positions of prior years		(1)
Reductions related to settlements with taxing authorities	(10)
Expirations of statutes of limitations		(4)	(5)
Interest	9	9	6
Foreign exchange impact		(1)	1
Balance at end of year	$ 254	$ 253	$ 242