10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2022

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

FOR THE TRANSITION PERIOD FROM    TO

COMMISSION FILE NUMBER: 001-33776

RESOLUTE FOREST PRODUCTS INC.

(Exact name of registrant as specified in its charter)

Delaware	98-0526415
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification number)

1010 De La Gauchetière Street West	Suite 400	Montreal	Quebec	Canada	H3B 2N2
(Address of principal executive offices) (Zip Code)

(514) 875-2160

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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

Title of class	Trading Symbol	Name of exchange on which registered
Common Stock, par value $0.001 per share	RFP	New York Stock Exchange
		Toronto Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

    Yes ☒    No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

    Yes ☒    No ☐

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

Large Accelerated Filer ☐ Accelerated Filer ☒ Non-accelerated Filer ☐ Smaller Reporting Company ☐ Emerging Growth Company ☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

    Yes ☐    No ☒

As of July 29, 2022, there were 76,797,541 shares of Resolute Forest Products Inc. common stock, $0.001 par value, outstanding.

RESOLUTE FOREST PRODUCTS INC.

TABLE OF CONTENTS

	Page Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021	1
Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2022 and 2021	2
Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021	3
Consolidated Statements of Changes in Equity for the Three and Six Months Ended June 30, 2022 and 2021	4
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021	6
Notes to Unaudited Interim Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3. Quantitative and Qualitative Disclosures About Market Risk	51
Item 4. Controls and Procedures	51
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	52
Item 1A. Risk Factors	52
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	53
Item 5. Other information	53
Item 6. Exhibits	54
SIGNATURES	55

PART I.    FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

RESOLUTE FOREST PRODUCTS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in millions of U.S. dollars, except per share amounts)

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Sales	$	1,058	$	1,140	$	2,003	$	2,013
Costs and expenses:
Cost of sales, excluding depreciation, amortization and distribution costs		647		566		1,194		1,088
Depreciation and amortization		35		40		67		81
Distribution costs		111		93		203		177
Selling, general and administrative expenses		40		36		76		82
Closure costs, impairment and other related charges (Note 3)		5		(1)		9		2
Net loss on disposition of assets		3		—		2		—
Operating income		217		406		452		583
Interest expense		(6)		(5)		(11)		(11)
Non-operating pension and other postretirement benefit (costs) credits		(3)		3		(10)		5
Other income (expense), net (Note 4)		13		(49)		58		(94)
Income before income taxes		221		355		489		483
Income tax benefit (provision) (Note 12)		35		(87)		(23)		(127)
Net income including noncontrolling interest		256		268		466		356
Net income attributable to noncontrolling interest		—		—		—		(1)
Net income attributable to Resolute Forest Products Inc.	$	256	$	268	$	466	$	355
Net income per share attributable to Resolute Forest Products Inc. common shareholders (Note 6):
Basic	$	3.32	$	3.37	$	6.02	$	4.42
Diluted	$	3.29	$	3.34	$	5.97	$	4.39
Weighted-average number of Resolute Forest Products Inc. common shares outstanding:
Basic		77.5		79.5		77.4		80.4
Diluted		78.2		80.3		78.2		81.1

See accompanying notes to unaudited interim Consolidated Financial Statements.

1

RESOLUTE FOREST PRODUCTS INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited, in millions of U.S. dollars)

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net income including noncontrolling interest	$	256	$	268	$	466	$	356
Other comprehensive income:
Unamortized prior service costs
Change in unamortized prior service costs (Note 5)		—		(2)		—		(3)
Income tax provision		—		—		—		—
Change in unamortized prior service costs, net of tax		—		(2)		—		(3)
Unamortized actuarial losses
Change in unamortized actuarial losses (Note 5)		16		19		45		68
Income tax provision		(4)		(4)		(8)		(16)
Change in unamortized actuarial losses, net of tax		12		15		37		52
Foreign currency translation		(1)		—		—		—
Other comprehensive income, net of tax		11		13		37		49
Comprehensive income including noncontrolling interest		267		281		503		405
Comprehensive income attributable to noncontrolling interest		—		—		—		(1)
Comprehensive income attributable to Resolute Forest Products Inc.	$	267	$	281	$	503	$	404

See accompanying notes to unaudited interim Consolidated Financial Statements.

2

RESOLUTE FOREST PRODUCTS INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited, in millions of U.S. dollars, except per share amount)

	June 30, 2022		December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	355	$	112
Accounts receivable, net:
Trade		314		257
Other		53		56
Inventories, net (Note 7)		599		510
Other current assets		58		54
Total current assets		1,379		989
Fixed assets, less accumulated depreciation of $1,811 and $1,752 as of June 30, 2022 and December 31, 2021, respectively		1,274		1,270
Amortizable intangible assets, less accumulated amortization of $39 and $37 as of June 30, 2022 and December 31, 2021, respectively		56		57
Goodwill (Note 2)		85		31
Deferred income tax assets		615		653
Operating lease right-of-use assets		56		54
Other assets (Note 8)		572		484
Total assets	$	4,037	$	3,538
Liabilities and equity
Current liabilities:
Accounts payable and other (Note 9)	$	491	$	421
Current portion of long-term debt (Note 10)		2		2
Current portion of operating lease liabilities		8		8
Total current liabilities		501		431
Long-term debt, net of current portion (Note 10)		300		300
Pension and other postretirement benefit obligations		1,070		1,151
Deferred income tax liabilities		2		—
Operating lease liabilities, net of current portion		52		51
Other liabilities		90		88
Total liabilities		2,015		2,021
Commitments and contingencies (Note 13)
Equity:
Resolute Forest Products Inc. shareholders’ equity:
Common stock, $0.001 par value. 121.3 million shares issued and 76.8 million shares outstanding as of June 30, 2022; 121.2 million shares issued and 76.8 million shares outstanding as of December 31, 2021		—		—
Additional paid-in capital		3,811		3,807
Deficit		(543)		(1,009)
Accumulated other comprehensive loss (Note 5)		(1,025)		(1,062)
Treasury stock at cost, 44.5 million shares and 44.4 million shares as of June 30, 2022 and December 31, 2021, respectively		(224)		(222)
Total Resolute Forest Products Inc. shareholders’ equity		2,019		1,514
Noncontrolling interest		3		3
Total equity		2,022		1,517
Total liabilities and equity	$	4,037	$	3,538

See accompanying notes to unaudited interim Consolidated Financial Statements.

3

RESOLUTE FOREST PRODUCTS INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited, in millions of U.S. dollars)

	Three Months Ended June 30, 2022
	Resolute Forest Products Inc. Shareholders’ Equity
	Common Stock		Additional Paid-In Capital		Deficit		Accumulated Other Comprehensive Loss		Treasury Stock		Non-controlling Interest		Total Equity
Balance as of March 31, 2022	$	—	$	3,808	$	(799)	$	(1,036)	$	(224)	$	3	$	1,752
Share-based compensation, net of withholding taxes		—		3		—		—		—		—		3
Net income		—		—		256		—		—		—		256
Other comprehensive income, net of tax		—		—		—		11		—		—		11
Balance as of June 30, 2022	$	—	$	3,811	$	(543)	$	(1,025)	$	(224)	$	3	$	2,022
	Six Months Ended June 30, 2022
	Resolute Forest Products Inc. Shareholders’ Equity
	Common Stock		Additional Paid-In Capital		Deficit		Accumulated Other Comprehensive Loss		Treasury Stock		Non-controlling Interest		Total Equity
Balance as of December 31, 2021	$	—	$	3,807	$	(1,009)	$	(1,062)	$	(222)	$	3	$	1,517
Share-based compensation, net of withholding taxes		—		4		—		—		—		—		4
Net income		—		—		466		—		—		—		466
Purchases of treasury stock (0.1 million shares) (Note 14)		—		—		—		—		(2)		—		(2)
Stock unit awards vested and stock options exercised (0.1 million shares), net of shares forfeited for employee withholding taxes		—		—		—		—		—		—		—
Other comprehensive income, net of tax		—		—		—		37		—		—		37
Balance as of June 30, 2022	$	—	$	3,811	$	(543)	$	(1,025)	$	(224)	$	3	$	2,022

4

RESOLUTE FOREST PRODUCTS INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited, in millions of U.S. dollars)

	Three Months Ended June 30, 2021
	Resolute Forest Products Inc. Shareholders’ Equity
	Common Stock		Additional Paid-In Capital		Deficit		Accumulated Other Comprehensive Loss		Treasury Stock		Non- controlling Interest		Total Equity
Balance as of March 31, 2021	$	—	$	3,802	$	(1,148)	$	(1,278)	$	(191)	$	2	$	1,187
Share-based compensation, net of withholding taxes		—		1		—		—		—		—		1
Net income		—		—		268		—		—		—		268
Purchases of treasury stock (0.3 million shares) (Note 14)		—		—		—		—		(3)		—		(3)
Special dividend (Note 14)		—		2		(81)		—		—		—		(79)
Other comprehensive income, net of tax		—		—		—		13		—		—		13
Balance as of June 30, 2021	$	—	$	3,805	$	(961)	$	(1,265)	$	(194)	$	2	$	1,387
	Six Months Ended June 30, 2021
	Resolute Forest Products Inc. Shareholders’ Equity
	Common Stock		Additional Paid-In Capital		Deficit		Accumulated Other Comprehensive Loss		Treasury Stock		Non- controlling Interest		Total Equity
Balance as of December 31, 2020	$	—	$	3,804	$	(1,235)	$	(1,314)	$	(174)	$	1	$	1,082
Share-based compensation, net of withholding taxes		—		(1)		—		—		—		—		(1)
Net income		—		—		355		—		—		1		356
Purchases of treasury stock (2.1 million shares) (Note 14)		—		—		—		—		(20)		—		(20)
Special dividend (Note 14)		—		2		(81)		—		—		—		(79)
Stock unit awards vested (0.4 million shares), net of shares forfeited for employee withholding taxes		—		—		—		—		—		—		—
Other comprehensive income, net of tax		—		—		—		49		—		—		49
Balance as of June 30, 2021	$	—	$	3,805	$	(961)	$	(1,265)	$	(194)	$	2	$	1,387

See accompanying notes to unaudited interim Consolidated Financial Statements.

5

RESOLUTE FOREST PRODUCTS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in millions of U.S. dollars)

	Six Months Ended June 30,
	2022		2021
Cash flows from operating activities:
Net income including noncontrolling interest	$	466	$	356
Adjustments to reconcile net income including noncontrolling interest to net cash provided by operating activities:
Share-based compensation		5		3
Depreciation and amortization		67		81
Closure costs, impairment and other related charges		2		—
Deferred income taxes		20		127
Net pension contributions and other postretirement benefit payments		(24)		(47)
Gain on previously-held equity investments (Note 2)		(42)		—
Net loss on disposition of assets		2		—
Loss (gain) on translation of foreign currency denominated deferred income taxes		10		(24)
(Gain) loss on translation of foreign currency denominated pension and other postretirement benefit obligations		(15)		32
Net planned major maintenance amortization (payments)		14		(9)
Changes in working capital:
Accounts receivable		(49)		(61)
Inventories		(69)		(30)
Other current assets		(14)		(2)
Accounts payable and other		63		36
Other, net		(8)		13
Net cash provided by operating activities		428		475
Cash flows from investing activities:
Cash invested in fixed assets		(37)		(47)
Acquisitions of businesses, net of cash acquired (Note 2)		(50)		—
Disposition of assets		5		—
Increase in countervailing and anti-dumping duty cash deposits on softwood lumber (Note 8)		(103)		(89)
Other investing activities, net		—		3
Net cash used in investing activities		(185)		(133)
Cash flows from financing activities:
Issuance of long-term debt (Note 10)		—		300
Repayments of debt (Note 10)		(1)		(557)
Purchases of treasury stock (Note 14)		(2)		(20)
Payments of financing fees		—		(7)
Other financing activities, net		—		2
Net cash used in financing activities		(3)		(282)
Effect of exchange rate changes on cash and cash equivalents, and restricted cash		(2)		—
Net increase in cash and cash equivalents, and restricted cash	$	238	$	60
Cash and cash equivalents, and restricted cash:
Beginning of period	$	152	$	159
End of period	$	390	$	219
Cash and cash equivalents, and restricted cash at end of period:
Cash and cash equivalents	$	355	$	177
Restricted cash (included in “Other assets”)	$	35	$	42

See accompanying notes to unaudited interim Consolidated Financial Statements.

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RESOLUTE FOREST PRODUCTS INC.

Notes to Unaudited Interim Consolidated Financial Statements

Note 1. Organization and Basis of Presentation

Nature of operations

Resolute Forest Products Inc. (with its subsidiaries, either individually or collectively, unless otherwise indicated, referred to as “Resolute Forest Products,” “we,” “our,” “us,” “Parent,” or the “Company”) is incorporated in Delaware. We are a global leader in the forest products industry with a diverse range of products, including market pulp, tissue, wood products and paper, which are marketed in over 60 countries. We own or operate some 40 facilities as well as power generation assets, in the U.S. and Canada.

Financial statements

Our unaudited interim consolidated financial statements and accompanying notes (or, the “Consolidated Financial Statements”) have been prepared in accordance with the requirements of the U.S. Securities and Exchange Commission (or, the “SEC”) for interim reporting. Under those rules, certain footnotes and other financial information that are normally required by U.S. generally accepted accounting principles (or, “GAAP”) may be condensed or omitted. In our opinion, all adjustments (consisting of normal recurring adjustments) necessary for the fair statement of the Consolidated Financial Statements have been made. All amounts are expressed in U.S. dollars, unless otherwise indicated. The results for the interim period ended June 30, 2022, are not necessarily indicative of the results to be expected for the full year. These Consolidated Financial Statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 1, 2022. Certain prior period amounts in the notes to our Consolidated Financial Statements have been reclassified to conform to the 2022 presentation.

New accounting pronouncement adopted in 2022

ASU 2021-08 “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”

Effective January 1, 2022, we adopted ASU 2021-08, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” issued by the Financial Accounting Standards Board in 2021, which revises the accounting for acquired revenue contracts with customers in a business combination. The adoption of this accounting guidance, which was applied prospectively, did not impact our Consolidated Financial Statements and disclosures.

Note 2. Business Acquisitions

Larouche and St-Prime

On March 4, 2022 (or, the “Acquisition Date”), we acquired control of Resolute-LP Engineered Wood Larouche Inc. and Resolute-LP Engineered Wood St-Prime Limited Partnership (or, “Larouche and St-Prime”), that were previously held as 50% owned joint ventures, by acquiring the remaining 50% equity interests from Louisiana-Pacific Canada Ltd., a wholly-owned subsidiary of Louisiana-Pacific Corporation, for a cash consideration of $51 million (including $1 million of working capital adjustment, and net of cash acquired of $8 million), subject to post-closing adjustments. Larouche and St-Prime, which are engineered wood product facilities located in Quebec, produce I-joists for the construction industry. This acquisition solidifies our presence in the engineered wood product segment.

We accounted for our previously held equity investments in Larouche and St-Prime using the equity method of accounting since we had joint control prior to acquiring a controlling interest on the Acquisition Date.

We accounted for the acquisition of Larouche and St-Prime as a business combination in accordance with the acquisition method of accounting, which requires us to record the identifiable assets acquired and liabilities assumed at fair value. The amount by which the purchase price exceeds the fair value of the net assets acquired is recorded as goodwill.

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RESOLUTE FOREST PRODUCTS INC.

Notes to Unaudited Interim Consolidated Financial Statements

The following table summarizes our preliminary allocation of the purchase price to the fair values of assets acquired and liabilities assumed at the Acquisition Date:

(Unaudited, in millions)
Cash and cash equivalents	$	16
Accounts receivable		10
Inventories		16
Current assets acquired	$	42
Fixed assets (1)	$	28
Goodwill (2)		54
Total assets acquired and goodwill (3)	$	124
Accounts payable and other	$	3
Current liabilities assumed		3
Pension and other postretirement benefit obligations		1
Deferred income tax liabilities		2
Total liabilities assumed	$	6
Net assets acquired	$	118
Cash consideration transferred		59
Fair value of the previously held interests in Larouche and St-Prime		59
Total fair value of consideration	$	118

(1)We recognized a $22 million increase from the preliminary valuation of fixed assets reported as of March 31, 2022.

(2)The revision of our preliminary allocation of the purchase price reported as of March 31, 2022, resulted in a reduction of $19 million of goodwill. The goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized and is mostly attributable to securing downstream integration and the Larouche and St-Prime assembled workforce. Goodwill has been assigned to the wood products segment, and is included in such segment for goodwill impairment testing purposes. The total amount of goodwill is not deductible for tax purposes.

(3)Since our preliminary purchase price allocation, we have determined that there were no identifiable intangible assets.

The allocation of the purchase price to assets acquired and liabilities assumed was based upon a preliminary valuation for all items and may be subject to adjustment during the 12-month measurement period following the Acquisition Date since we are finalizing the assumptions in regards to the fair values of these assets and liabilities.

The allocation of the purchase price was based on management’s estimate of the fair values of the acquired identifiable assets and assumed liabilities using valuation techniques including income, cost and market approaches. We utilized both the cost and market approaches to value fixed assets (Level 3).

At the Acquisition Date, our previously-held equity investments of $17 million were remeasured at a fair value of $59 million, which resulted in a gain of $42 million. The gain was recorded in “Other income (expense), net” in our Consolidated Statements of Operations for the six months ended June 30, 2022.

We applied an income approach, specifically the discounted cash flow (or, the “DCF”) method, to measure the fair value of our equity interest in Larouche and St-Prime, as of immediately prior to the business acquisition. Determining fair value requires the exercise of significant judgments, including the amount and timing of expected future cash flows, discount rate and tax rate. The cash flows employed in the DCF analysis are based on our best estimate of future sales, earnings and cash flows after considering factors such as general market conditions, existing firm orders, long-term business plans and recent operating performance. The discount rate utilized in the DCF analysis is based on the respective company’s weighted average cost of capital, which takes into account the relative weights of each component of capital structure (equity and debt) and represents the expected cost of new capital, adjusted as appropriate to consider the risk inherent in future cash flows of the Company.

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RESOLUTE FOREST PRODUCTS INC.

Notes to Unaudited Interim Consolidated Financial Statements

We ceased applying the equity method for our investments in Larouche and St-Prime and the net assets acquired and results of operations are consolidated from the Acquisition Date and are included in the wood products segment.

From the Acquisition Date to June 30, 2022, our consolidated financial results included sales of $80 million and net income of $18 million attributable to Larouche and St-Prime.

The following unaudited pro forma information for the three and six months ended June 30, 2022, represents our results of operations as if the acquisition of Larouche and St-Prime had occurred on January 1, 2021. This pro forma information does not purport to be indicative of the results that would have occurred for the periods presented or that may be expected in the future.

	Three Months Ended June 30,				Six Months Ended June 30,
(Unaudited, in millions)	2022		2021		2022		2021
Sales	$	1,058	$	1,163	$	2,023	$	2,050
Net income attributable to Resolute Forest Products Inc. (1)	$	252	$	270	$	434	$	390

(1)For the pro forma information, the gain on previously-held equity investments of $42 million was considered realized in the six months ended June 30, 2021, and deducted from the six months ended June 30, 2022.

Purchase of cogeneration facility

On April 1, 2022, we acquired a 34.5 megawatt cogeneration facility in Senneterre (Quebec) for $8 million, including a contingent consideration. With this acquisition, we will maximize the use of biomass from our regional operations.

Note 3. Closure Costs, Impairment and Other Related Charges

In December 2021, the Company announced the indefinite idling of pulp and paper operations at our Calhoun (Tennessee) mill. We have revised our expected 2022 additional cash closure costs, disclosed in our December 31, 2021 Consolidated Financial Statements, from $32 million, previously-revised to $22 million in the first quarter, to $12 million, due to lower than expected chemical disposal costs. During the three and six months ended June 30, 2022, we recognized $1 million and $7 million, respectively, of these costs.

In March 2021, the Company announced the indefinite idling of the Amos and Baie-Comeau (Quebec) paper mills. During the three and six months ended June 30, 2022, we recognized additional other costs of $4 million for the Baie-Comeau paper mill.

Note 4. Other Income (Expense), Net

Other income (expense), net for the three and six months ended June 30, 2022 and 2021, was comprised of the following:

	Three Months Ended June 30,				Six Months Ended June 30,
(Unaudited, in millions)	2022		2021		2022		2021
Foreign exchange gain (loss)	$	11	$	(6)	$	8	$	(11)
(Loss) gain on commodity contracts (1)		—		(49)		2		(86)
Income from equity method investments		1		4		7		4
Gain on previously-held equity investments (Note 2)		1		—		42		—
Miscellaneous income (expense)		—		2		(1)		(1)
	$	13	$	(49)	$	58	$	(94)

(1)The losses for the three and six months ended June 30, 2021, were principally related to lumber futures contracts; none of these contracts were outstanding as of June 30, 2022 and 2021.

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RESOLUTE FOREST PRODUCTS INC.

Notes to Unaudited Interim Consolidated Financial Statements

Note 5. Accumulated Other Comprehensive Loss

The change in our accumulated other comprehensive loss by component (net of tax) for the three and six months ended June 30, 2022 and 2021, was as follows:

(Unaudited, in millions)	Unamortized Prior Service Costs		Unamortized Actuarial Losses		Foreign Currency Translation		Total
Balance as of March 31, 2022	$	(5)	$	(1,026)	$	(5)	$	(1,036)
Other comprehensive loss before reclassifications		—		—		(1)		(1)
Amounts reclassified from accumulated other comprehensive loss		—		12		—		12
Net current period other comprehensive income (loss)		—		12		(1)		11
Balance as of June 30, 2022	$	(5)	$	(1,014)	$	(6)	$	(1,025)
(Unaudited, in millions)	Unamortized Prior Service Costs		Unamortized Actuarial Losses		Foreign Currency Translation		Total
Balance as of December 31, 2021	$	(5)	$	(1,051)	$	(6)	$	(1,062)
Other comprehensive income before reclassifications (1)		—		10		—		10
Amounts reclassified from accumulated other comprehensive loss		—		27		—		27
Net current period other comprehensive income		—		37		—		37
Balance as of June 30, 2022	$	(5)	$	(1,014)	$	(6)	$	(1,025)

(1)    The indefinite idling of pulp and paper operations at our Calhoun mill triggered pension special termination benefit costs and remeasurement of the pension and other postretirement benefit (or, “OPEB”) obligations related to its plans as of January 31, 2022, resulting in a loss of $4 million and an actuarial gain of $14 million, totaling a net gain of $10 million ($10 million net of tax).

(Unaudited, in millions)	Unamortized Prior Service Costs		Unamortized Actuarial Losses		Foreign Currency Translation		Total
Balance as of March 31, 2021	$	(2)	$	(1,270)	$	(6)	$	(1,278)
Amounts reclassified from accumulated other comprehensive loss		(2)		15		—		13
Net current period other comprehensive (loss) income		(2)		15		—		13
Balance as of June 30, 2021	$	(4)	$	(1,255)	$	(6)	$	(1,265)
(Unaudited, in millions)	Unamortized Prior Service Costs		Unamortized Actuarial Losses		Foreign Currency Translation		Total
Balance as of December 31, 2020	$	(1)	$	(1,307)	$	(6)	$	(1,314)
Other comprehensive income before reclassifications (1)		—		22		—		22
Amounts reclassified from accumulated other comprehensive loss		(3)		30		—		27
Net current period other comprehensive (loss) income		(3)		52		—		49
Balance as of June 30, 2021	$	(4)	$	(1,255)	$	(6)	$	(1,265)

(1)    The indefinite idling of the Amos and Baie-Comeau mills triggered curtailment and remeasurement of the pension and OPEB obligations related to their plans as of March 31, 2021, resulting in a curtailment gain of $8 million and an actuarial gain of $22 million, totaling $30 million ($22 million net of tax).

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RESOLUTE FOREST PRODUCTS INC.

Notes to Unaudited Interim Consolidated Financial Statements

The reclassifications out of accumulated other comprehensive loss for the three and six months ended June 30, 2022 and 2021, were comprised of the following:

	Three Months Ended June 30,				Six Months Ended June 30,
(Unaudited, in millions)	2022		2021		2022		2021		Affected Line in the Consolidated Statements of Operations
Unamortized Prior Service Costs
Amortization of prior service costs or credits	$	—	$	(2)	$	—	$	(2)	Non-operating pension and other postretirement benefit (costs) credits (1)
Curtailment gain		—		—		—		(1)	Non-operating pension and other postretirement benefit (costs) credits (1)
Income tax effect of the above		—		—		—		—	Income tax benefit (provision)
Net of tax		—		(2)		—		(3)
Unamortized Actuarial Losses
Amortization of actuarial losses		16		19		32		38	Non-operating pension and other postretirement benefit (costs) credits (1)
Other items		—		—		3		—	Non-operating pension and other postretirement benefit (costs) credits (1)
Income tax effect of the above		(4)		(4)		(8)		(8)	Income tax benefit (provision)
Net of tax		12		15		27		30
Total Reclassifications	$	12	$	13	$	27	$	27

(1)These items are included in the computation of net periodic benefit cost (credit) related to our pension and OPEB plans summarized in Note 11, “Employee Benefit Plans.”

Note 6. Net Income Per Share

The reconciliation of the basic and diluted net income per share for the three and six months ended June 30, 2022 and 2021, was as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(Unaudited, in millions, except per share amounts)	2022		2021		2022		2021
Numerator:
Net income attributable to Resolute Forest Products Inc.	$	256	$	268	$	466	$	355
Denominator:
Weighted-average number of Resolute Forest Products Inc. common shares outstanding		77.5		79.5		77.4		80.4
Dilutive impact of nonvested stock unit awards and stock options		0.7		0.8		0.8		0.7
Diluted weighted-average number of Resolute Forest Products Inc. common shares outstanding		78.2		80.3		78.2		81.1
Net income per share attributable to Resolute Forest Products Inc. common shareholders:
Basic	$	3.32	$	3.37	$	6.02	$	4.42
Diluted	$	3.29	$	3.34	$	5.97	$	4.39

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Notes to Unaudited Interim Consolidated Financial Statements

The weighted-average number of outstanding stock options and nonvested equity-classified restricted stock units, deferred stock units and performance stock units (collectively, “stock unit awards”) that were excluded from the calculation of diluted net income per share, as their impact would have been antidilutive, for the three and six months ended June 30, 2022 and 2021, was as follows:

	Three Months Ended June 30,		Six Months Ended June 30,
(Unaudited, in millions)	2022	2021	2022	2021
Stock options	0.3	0.4	0.3	0.5
Stock unit awards	—	—	—	—

Note 7. Inventories, Net

Inventories, net as of June 30, 2022 and December 31, 2021, were comprised of the following:

(Unaudited, in millions)	June 30, 2022		December 31, 2021
Raw materials	$	157	$	159
Work in process		78		57
Finished goods		207		148
Mill stores and other supplies		157		146
	$	599	$	510

Note 8. Other Assets

Other assets as of June 30, 2022 and December 31, 2021, were comprised of the following:

(Unaudited, in millions)	June 30, 2022		December 31, 2021
Countervailing duty cash deposits on softwood lumber (Note 13)	$	402	$	339
Anti-dumping duty cash deposits on softwood lumber (Note 13)		98		58
Equity method investments		11		22
Restricted cash		35		40
Other		26		25
	$	572	$	484

Note 9. Accounts Payable and Other

Accounts payable and other as of June 30, 2022 and December 31, 2021, were comprised of the following:

(Unaudited, in millions)	June 30, 2022		December 31, 2021
Trade accounts payable	$	351	$	262
Accrued compensation		69		89
Accrued interest		6		6
Pension and other postretirement benefit obligations		14		14
Accrued provision related to Fibrek Inc. litigation (Note 13)		21		21
Income and other taxes payable		6		4
Other		24		25
	$	491	$	421

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Notes to Unaudited Interim Consolidated Financial Statements

Note 10. Long-Term Debt

Overview

Long-term debt, including current portion, as of June 30, 2022 and December 31, 2021, was comprised of the following:

(Unaudited, in millions)	June 30, 2022		December 31, 2021
4.875% senior unsecured notes due 2026:
Principal amount	$	300	$	300
Deferred financing costs		(4)		(5)
Total 4.875% senior unsecured notes due 2026		296		295
Finance lease obligations		5		6
Other debt		1		1
Total debt		302		302
Less: Current portion of finance lease obligations and other debt		(2)		(2)
Long-term debt, net of current portion	$	300	$	300

Debt availabilities

(Unaudited, in millions)	June 30, 2022		December 31, 2021
Term Loan Facility	$	180	$	180
Revolving Credit Facility		180		180
ABL Credit Facility (1)		377		307
Secured delayed draw term loan facility (C$220 million as of June 30, 2022 and December 31, 2021)		171		174
Total availability	$	908	$	841

(1)The availability as of June 30, 2022, was $377 million, net of $73 million of ordinary course letters of credit outstanding, of which $53 million were to guarantee surety bonds of $83 million related to the U.S. softwood lumber cash deposits. The availability as of December 31, 2021, was $307 million, net of $73 million of ordinary course letters of credit outstanding, of which $53 million were to guarantee surety bonds of $83 million related to the U.S. softwood lumber cash deposits.

Senior Unsecured Notes

2026 Notes

On February 2, 2021, we issued $300 million aggregate principal amount of 4.875% senior unsecured notes due 2026 (or, the “2026 Notes”) at an issue price of 100%, pursuant to an indenture as of that date. Upon their issuance, the 2026 Notes were recorded at their fair value of $300 million. Interest on the 2026 Notes is payable semi-annually on March 1 and September 1 of each year, beginning on September 1, 2021, until their maturity date of March 1, 2026. In connection with the issuance of the 2026 Notes, we incurred financing costs of $6 million, which were deferred and recorded as a reduction of the principal. Deferred financing costs are amortized to “Interest expense” in our Consolidated Statements of Operations using the interest method over the term of the notes.

The fair value of the 2026 Notes (Level 1) was $270 million as of June 30, 2022.

2023 Notes

On February 2, 2021, we placed the net proceeds from the issuance of the 2026 Notes together with additional cash, into trust for the benefit of the holders of the 5.875% senior unsecured notes due 2023 (or, the “2023 Notes”) to redeem all of the $375 million outstanding aggregate principal amount of the 2023 Notes (or, the “Redemption”) at a price of 100% of the aggregate principal amount thereof, plus accrued and unpaid interest to, but not including, the redemption date. The Redemption occurred on February 18, 2021. As a result of the repurchase, we recorded a net loss on extinguishment of debt of

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Notes to Unaudited Interim Consolidated Financial Statements

$3 million in “Other income (expense), net” in our Consolidated Statement of Operations for the six months ended June 30, 2021.

Senior Secured Credit Facility

On April 19, 2021 (or, the “Effective Date”), we entered into a first amendment to the amended and restated senior secured credit facility (or, the “Senior Secured Credit Facility”). The amount available under the Senior Secured Credit Facility remains unchanged for up to $360 million and is comprised of a term loan facility of up to $180 million with a delayed draw period of up to three years and the choice of maturities of six to ten years from the date of drawing (or, the “Term Loan Facility”); and a six-year revolving credit facility of up to $180 million (or, the “Revolving Credit Facility”). On the Effective Date, we repaid our $180 million term loans under the amended and restated senior secured credit facility with a combination of proceeds of borrowings under the Revolving Credit Facility and cash on hand. The amendment then reinstated the full amount of the Term Loan Facility. There is also an uncommitted option to increase the Senior Secured Credit Facility by up to an additional $360 million, subject to certain terms and conditions.

The obligations under the Senior Secured Credit Facility are guaranteed by certain material U.S. subsidiaries of the Company and are secured by a first priority mortgage on the real property of the Company’s facility in Calhoun and a first priority security interest on the fixtures and equipment located therein. On March 2, 2022, the Company entered into agreements to provide the following additional security under the Senior Secured Credit Facility: (i) a first priority mortgage on the real property of the Company’s sawmill facilities in Glenwood and El Dorado (Arkansas) and a first priority security interest on the fixtures and equipment located therein, and (ii) a first priority security interest on the fixtures and equipment at the Company’s sawmill facility in Cross City (Florida).

ABL Credit Facility

On May 14, 2019, we entered into an amended senior secured asset-based revolving credit facility (or, the “ABL Credit Facility”) with an aggregate lender commitment of up to $500 million at any time outstanding, subject to borrowing base availability based on specified advance rates, eligibility criteria and customary reserves.

Effective January 21, 2021, we reduced the commitment under the Canadian tranche of our senior secured asset-based revolving credit facility by $50 million, to $250 million, resulting in an aggregate commitment of $450 million, subject to borrowing base limitations. The obligations under the ABL Credit Facility are guaranteed by certain of our material subsidiaries.

On December 15, 2021, we entered into an amendment to the credit agreement, which reset the facility and extended the maturity date to December 15, 2026. The agreement also contains hardwired benchmark replacement provisions for future transition of the London Interbank Offered Rate and may be amended based on agreed upon Environmental, Social and Governance key performance indicators as described in the credit agreement.

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Notes to Unaudited Interim Consolidated Financial Statements

Note 11. Employee Benefit Plans

Pension and other postretirement benefit plans

The components of net periodic benefit costs (credits) relating to our pension and OPEB plans for the three and six months ended June 30, 2022 and 2021, were as follows:

Pension Plans:

	Three Months Ended June 30,				Six Months Ended June 30,
(Unaudited, in millions)	2022		2021		2022		2021
Interest cost	$	35	$	34	$	71	$	67
Expected return on plan assets		(49)		(55)		(98)		(109)
Amortization of actuarial losses		18		20		35		41
Non-operating pension costs (credits)		4		(1)		8		(1)
Service cost		4		4		7		8
Net periodic benefit costs before special events		8		3		15		7
Other loss (gain)		—		—		3		(1)
	$	8	$	3	$	18	$	6

OPEB Plans:

	Three Months Ended June 30,				Six Months Ended June 30,
(Unaudited, in millions)	2022		2021		2022		2021
Interest cost	$	1	$	1	$	2	$	2
Amortization of actuarial gains		(2)		(1)		(3)		(3)
Amortization of prior service credits		—		(2)		—		(2)
Non-operating other postretirement benefit credits		(1)		(2)		(1)		(3)
Service cost		—		—		—		—
Net periodic benefit credits before special events		(1)		(2)		(1)		(3)
Other		—		—		—		—
	$	(1)	$	(2)	$	(1)	$	(3)

Defined contribution plans

Our expense for the defined contribution plans totaled $4 million for the three months ended June 30, 2022 and 2021, and $9 million for the six months ended June 30, 2022 and 2021.

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Notes to Unaudited Interim Consolidated Financial Statements

Note 12. Income Taxes

The income tax benefit (provision) attributable to income before income taxes differs from the amounts computed by applying the U.S. federal statutory income tax rate of 21% for the three and six months ended June 30, 2022 and 2021, as a result of the following:

	Three Months Ended June 30,				Six Months Ended June 30,
(Unaudited, in millions)	2022		2021		2022		2021
Income before income taxes	$	221	$	355	$	489	$	483
Income tax benefit (provision):
Expected income tax provision		(47)		(74)		(103)		(101)
Changes resulting from:
Valuation allowance		153		70		186		78
Foreign exchange		(9)		1		(7)		3
U.S. tax on non-U.S. earnings		(43)		(65)		(72)		(83)
State income taxes, net of federal income tax benefit		(2)		—		(3)		2
Foreign tax rate differences		(11)		(19)		(24)		(27)
Other, net		(6)		—		—		1
	$	35	$	(87)	$	(23)	$	(127)

During the three and six months ended June 30, 2022, we released $153 million and $186 million, respectively, of the $673 million valuation allowance on our U.S. net deferred income tax assets that existed at January 1, 2022. Of the released amount, $105 million was to offset future projected tax implications of the global intangible low-taxed income (or, “GILTI”) inclusion, which impacted the overall effective tax rate. The remaining amounts released were mainly to offset tax implications relating to the GILTI inclusion for the three and six months ended June 30, 2022.

During the three and six months ended June 30, 2021, we used $70 million and $78 million, respectively, of deferred income tax assets that were fully reserved to offset mainly the tax implications relating to the GILTI.

At each reporting period, we assess whether it is more likely than not that the deferred income tax assets will be realized, based on the review of all available positive and negative evidence, including future reversals of existing taxable temporary differences, estimates of future taxable income, past operating results, and prudent and feasible tax planning strategies.

In our evaluation process, we give the most weight to historical income or losses. During the second quarter of 2022, after evaluating all available positive and negative evidence, although realization is not assured, we determined that it is more likely than not that the $105 million of the U.S. net deferred income tax assets released during the quarter, will be realized in the future prior to expiration. The key factor contributing to the conclusion that the positive evidence ultimately outweighed existing negative evidence during the second quarter of 2022 is the continuous GILTI inclusion. The rapidly changing dynamics in the wood products, pulp and paper segments resulted in significant GILTI inclusions, for the first half of 2022 and the 2021 year. We expect significant GILTI inclusions for the second half of 2022 and some future periods based on future projected income. These significant GILTI inclusions have created or are expected to create U.S. taxable income, which is, or expected to be entirely offset by existing U.S. tax attributes included in deferred income tax assets that have been fully reserved.

Note 13. Commitments and Contingencies

Legal matters

We become involved in various legal proceedings, claims and governmental inquiries, investigations, and other disputes in the normal course of business, including matters related to contracts, commercial and trade disputes, taxes, environmental issues, activist damages, employment and workers’ compensation claims, grievances, human rights complaints, pension and benefit plans and obligations, health and safety, product safety and liability, asbestos exposure, financial reporting and disclosure obligations, corporate governance, Indigenous peoples’ claims, antitrust, governmental regulations, and other matters. Although the final outcome is subject to many variables and cannot be predicted with any degree of certainty, we regularly assess the status of the matters and establish provisions (including legal costs expected to be incurred) when we believe an adverse outcome is probable, and the amount can be reasonably estimated. Any recovery from litigation or settlement of claims that is a

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Notes to Unaudited Interim Consolidated Financial Statements

gain contingency is recognized if, and when, realized or realizable. Except as described below and for claims that cannot be assessed due to their preliminary nature, we believe that the ultimate disposition of these matters outstanding or pending as of June 30, 2022, will not have a material adverse effect on our Consolidated Financial Statements.

Asbestos-related lawsuits

We are involved in a number of asbestos-related lawsuits filed primarily in U.S. state courts, including certain cases involving multiple defendants. These lawsuits principally allege direct or indirect personal injury or death resulting from exposure to asbestos-containing premises. While we dispute the plaintiffs’ allegations and intend to vigorously defend these claims, the ultimate resolution of these matters cannot be determined at this time. These lawsuits frequently involve claims for unspecified compensatory and punitive damages, and we are unable to reasonably estimate a range of possible losses, which may not be covered in whole or in part by our insurance coverage. However, unfavorable rulings, judgments or settlement terms could materially impact our Consolidated Financial Statements. Hearings for certain of these matters are scheduled to occur in 2022.

Countervailing duty and anti-dumping investigations on softwood lumber

On November 25, 2016, countervailing duty and anti-dumping petitions were filed with the U.S. Department of Commerce (or, “Commerce”) and the U.S. International Trade Commission (or, “ITC”) by certain U.S. softwood lumber products producers and forest landowners, requesting that the U.S. government impose countervailing and anti-dumping duties on Canadian-origin softwood lumber products exported to the U.S. One of our subsidiaries was identified in the petitions as being a Canadian exporting producer of softwood lumber products to the U.S. and was selected as a mandatory respondent to be investigated by Commerce in both the countervailing duty and anti-dumping investigations.

Countervailing Duties – On April 24, 2017, Commerce announced its preliminary determination in the countervailing duty investigation; as a result, from April 28, 2017 to August 25, 2017, we were required to pay cash deposits to the U.S. Customs and Border Protection agency (or, “U.S. Customs”) at a rate of 12.82% for countervailing duties on the vast majority of our U.S. imports of Canadian-produced softwood lumber. On November 2, 2017, Commerce issued its final determination in the countervailing investigation; as a result, from December 28, 2017 to November 30, 2020, we were required to pay cash deposits to U.S. Customs at a new rate of 14.70%. On November 23, 2020, Commerce issued its final determination in the first administrative review of the countervailing investigation; as a result, from December 1, 2020 to December 1, 2021, we were required to pay cash deposits to U.S. Customs at a rate of 19.10%. On November 24, 2021, Commerce issued its final determination in the second administrative review of the countervailing investigation; as a result, since December 2, 2021, we have been required to pay cash deposits to U.S. Customs at a new rate of 18.07%. On August 4, 2022, Commerce issued its final determination in the third administrative review of the countervailing investigation; as a result, we will be required to pay cash deposits to U.S. Customs at a new rate of 10.10% that will take effect shortly upon the publication of the final determination in the U.S. Federal Register. Through June 30, 2022, our cash deposits totaled $402 million.

Anti-dumping Duties – On June 26, 2017, Commerce announced its preliminary determination in the anti-dumping investigation; as a result, from June 30, 2017 to November 7, 2017, we were required to pay cash deposits to U.S. Customs at a rate of 4.59% for anti-dumping duties on the vast majority of our U.S. imports of Canadian-produced softwood lumber. On November 2, 2017, Commerce issued its final determination in the anti-dumping investigation; as a result, from November 8, 2017 to November 29, 2020, we were required to pay cash deposits to U.S. Customs at a new rate of 3.20%. On November 23, 2020, Commerce issued its final determination in the first administrative review of the anti-dumping investigation; as a result, from November 30, 2020 to December 1, 2021, we were required to pay cash deposits to U.S. Customs at a rate of 1.15%. On November 24, 2021, Commerce issued its final determination in the second administrative review of the anti-dumping investigation; as a result, since December 2, 2021, we have been required to pay cash deposits to U.S. Customs at a new rate of 11.59%. On August 4, 2022, Commerce issued its final determination in the third administrative review of the anti-dumping investigation; as a result, we will be required to pay cash deposits to U.S. Customs at a new rate of 4.76% that will take effect shortly upon the publication of the final determination in the U.S. Federal Register. Through June 30, 2022, our cash deposits totaled $98 million.

Ongoing Administrative Reviews – Following Commerce’s completion of the Canadian softwood lumber investigation and the first and second administrative reviews, two further administrative reviews remain pending. On March 4, 2021, Commerce published a notice initiating the third administrative review of the countervailing duty and anti-dumping orders on softwood lumber products from Canada. We were selected as a mandatory respondent for the third administrative review of the countervailing duty order and we have responded to Commerce with the information requested to date. On March 9, 2022, Commerce published a notice initiating the fourth administrative review of the countervailing duty and anti-dumping orders on

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Notes to Unaudited Interim Consolidated Financial Statements

softwood lumber products from Canada. According to Commerce’s decision published on April 27, 2022, we were not selected as a mandatory respondent for the fourth administrative review of the countervailing duty order.

Ongoing Appellate Reviews – On December 14, 2017 and January 4, 2018, we filed complaints supporting appellate reviews of the final results of Commerce’s countervailing and anti-dumping investigations on softwood lumber from Canada, respectively, before a binational panel formed pursuant to the North American Free Trade Agreement or United States-Mexico-Canada Agreement, as the case may be (or, “Panel”). Briefing for these appeals has been completed, but the constitution of the Panels and scheduling of the hearings remain pending. Further, on January 6, 2021 and January 19, 2021, we filed our complaints supporting appellate Panel reviews of the final results in the countervailing and anti-dumping first administrative reviews, and on January 12, 2022, we filed similar complaints with respect to the second administrative reviews.

ITC Injury Determination – In parallel, on December 28, 2017, the ITC published its affirmative final injury determinations in the anti-dumping and countervailing investigations on softwood lumber from Canada. On September 4, 2019, a Panel issued an interim decision upholding the affirmative final injury determinations of the ITC in both investigations of softwood lumber products from Canada. The Panel remanded the ITC to reconsider several findings and ordered the ITC to submit its redetermination on remand within 90 days from the date of the Panel interim decision. On December 19, 2019, the ITC issued its redetermination on remand that maintained the affirmative final injury determinations, and on May 22, 2020, the Panel issued its final decision and affirmed in its entirety the ITC’s injury determination on remand.

WTO Appeal – In addition, on August 24, 2020, the World Trade Organization’s (or, “WTO”) dispute panel issued a report (or, the “Panel Report”) in the case brought by the government of Canada in “United States — Countervailing Measures on Softwood Lumber from Canada” (DS533), concluding, among other things, that Commerce acted inconsistently with the Agreement on Subsidies and Countervailing Measures on most of the matters. On September 28, 2020, the United States notified the WTO’s dispute settlement body of its decision to appeal the Panel Report.

Financial assurance – We are required by U.S. Customs to provide surety bonds to secure the payment of our cash deposits. As of June 30, 2022, we had unpaid deposits of $17 million related to products exported to the U.S. up to the end of the quarter since our last payment and we had $83 million of surety bonds outstanding in favor of U.S. Customs, of which $53 million were secured by letters of credit. See Note 10, “Long-Term Debt – ABL Credit Facility” for more information.

We are not presently able to determine the ultimate resolution of these matters, but we believe it is not probable that we will ultimately be assessed with significant duties, if any, on our U.S. imports of Canadian-produced softwood lumber products. Accordingly, no contingent loss was recorded in respect of these petitions in our Consolidated Statements of Operations, and our cash deposits are recorded in “Other assets” in our Consolidated Balance Sheets.

Fibrek acquisition

Effective July 31, 2012, we completed the final step of the transaction pursuant to which we acquired the remaining 25.40% of the outstanding Fibrek Inc. shares, following the approval of Fibrek’s shareholders on July 23, 2012, and the issuance of a final order by the Quebec Superior Court in Canada (or, the “Quebec Superior Court”) approving the arrangement on July 27, 2012. Certain former shareholders of Fibrek exercised rights of dissent in respect of the transaction, asking for a judicial determination of the fair value of their claim under the Canada Business Corporations Act. On September 26, 2019, the Quebec Superior Court rendered a decision fixing the fair value of the shares of the dissenting shareholders at C$1.99 per share, or C$31 million in aggregate, plus interest and an additional indemnity, for a total estimated at C$44 million payable in cash. We had previously accrued C$14 million for the payment of the dissenting shareholders’ claims. Following the court decision, we accrued an additional C$30 million ($23 million), and as a result recorded $23 million in “Other expense, net” in our Consolidated Statement of Operations for the year ended on December 31, 2019. Of the total amount of C$44 million, C$19 million ($14 million) was payable immediately and paid on October 2, 2019. The remaining balances of C$27 million ($21 million) as of June 30, 2022 and December 31, 2021, which includes accrued interest, are recorded in “Accounts payable and other” in our Consolidated Balance Sheets. We are appealing the decision, therefore the payment of any additional consideration and its timing will depend on the outcome of the appeal. On November 13, 2019, a legal hypothec in the amount of C$30 million was registered on our Saint-Félicien (Quebec) immovable and movable property to secure the payment of any additional amounts following the outcome of the appeal. The hearing in this matter is expected to occur in the next 12 months.

Partial wind-ups of pension plans

On June 12, 2012, we filed a motion for directives with the Quebec Superior Court, the court with jurisdiction in the creditor protection proceedings under the Companies’ Creditors Arrangement Act (Canada) (or, the “CCAA Creditor Protection

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Notes to Unaudited Interim Consolidated Financial Statements

Proceedings”), seeking an order to prevent pension regulators in each of Quebec, New Brunswick, and Newfoundland and Labrador from declaring partial wind-ups of pension plans relating to employees of former operations in New Brunswick, and Newfoundland and Labrador, or a declaration that any claim for accelerated reimbursements of deficits arising from a partial wind-up is a barred claim under the CCAA Creditor Protection Proceedings. We contend, among other things, that any such declaration, if issued, would be inconsistent with the Quebec Superior Court’s sanction order confirming the CCAA debtors’ CCAA Plan of Reorganization and Compromise, as amended, and the terms of our emergence from the CCAA Creditor Protection Proceedings. A partial wind-up would likely shorten the period in which any deficit within those plans, which could reach up to C$150 million ($117 million), would have to be funded if we do not obtain the relief sought. The hearing in this matter has not yet been scheduled but could occur in the next 12 months.

Contingent gain

In 2016, we filed a lawsuit against Greenpeace International, Greenpeace Inc. and certain individuals related to loss of business following false allegations concerning the impact of our harvesting operations in certain regions in Quebec. The claims alleged certain damages resulting from defamation and unfair competition. The total amount for damages claimed is substantial but the amount and timing of the ultimate recovery is uncertain. As a result, any recovery from this litigation or settlement of this claim is a contingent gain and will be recognized if, and when, realized or realizable.

Environmental matters

We are subject to a number of federal or national, state, provincial, and local environmental laws, regulations, and orders in various jurisdictions. We believe our operations are in material compliance with current applicable environmental laws and regulations. Environmental regulations promulgated and orders issued in the future could require substantial additional expenditures for compliance and could have a material impact on us, in particular, and the industry in general.

We have environmental liabilities of $17 million and $13 million recorded as of June 30, 2022 and December 31, 2021, respectively, primarily related to environmental remediation related to closed sites. The amount of these liabilities represents management’s estimate of the ultimate settlement based on an assessment of relevant factors and assumptions and could be affected by changes in facts or assumptions not currently known to management for which the outcome cannot be reasonably estimated at this time.

We also have asset retirement obligations of $37 million and $36 million recorded as of June 30, 2022 and December 31, 2021, respectively, primarily consisting of liabilities associated with landfills, sludge basins and the dismantling of retired assets.

These liabilities are included in “Accounts payable and other” and “Other liabilities” in our Consolidated Balance Sheets.

Note 14. Share Capital

Treasury stock

On December 7, 2021, we announced a new share repurchase program, authorized by our board of directors, of up to ten million shares of our common stock or $100 million, whichever occurs first. We repurchased no shares during the three months ended June 30, 2022, and 125,482 shares at an average price of $11.34 for a total of $2 million during the six months ended June 30, 2022.

On March 2, 2020, our board of directors authorized a share repurchase program of up to 15% of our common stock, for an aggregate consideration of up to $100 million. During the three and six months ended June 30, 2021, we repurchased 343,894 shares at an average price of $11.21 for a total of $3 million and 2,092,348 shares at an average price of $9.78 for a total of $20 million, respectively. This share repurchase program was completed in December 2021.

Dividends

We did not declare or pay any dividends on our common stock during the three and six months ended June 30, 2022. We declared a special dividend of $1.00 per share ($79 million) on our common stock during the three and six months ended June 30, 2021, which was recorded in “Accounts payable and other” in our Consolidated Balance Sheet as of June 30, 2021. The dividend was paid to shareholders on July 7, 2021.

Under some of our compensation plans, participants are credited additional units when a dividend is declared. The impact of the special dividend was as follows: for the three and six months ended June 30, 2021, $3 million was recognized as a

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RESOLUTE FOREST PRODUCTS INC.

Notes to Unaudited Interim Consolidated Financial Statements

compensation expense, and $2 million as an increase in deficit and in additional paid-in capital; and $3 million as an increase in liabilities as of June 30, 2021.

Note 15. Segment Information

We manage our business based on the products we manufacture. Accordingly, our reportable segments correspond to our principal product lines: market pulp, tissue, wood products and paper.

None of the income or loss items following “Operating income” in our Consolidated Statements of Operations are allocated to our segments, since those items are reviewed separately by management. For the same reason, closure costs, impairment and other related charges, gains and losses on disposition of assets, as well as other discretionary charges or credits are not allocated to our segments. We allocate depreciation and amortization expense to our segments, although the related fixed assets and amortizable intangible assets are not allocated to segment assets. Additionally, all selling, general and administrative expenses are allocated to our segments, with the exception of certain discretionary charges and credits, which we present under “corporate and other.”

Information about certain segment data for the three and six months ended June 30, 2022 and 2021, was as follows:

(Unaudited, in millions)	Market Pulp (1)		Tissue		Wood Products (2)		Paper		Segment Total		Corporate and Other		Total
Sales
Second quarter
2022	$	238	$	52	$	482	$	286	$	1,058	$	—	$	1,058
2021	$	199	$	35	$	664	$	242	$	1,140	$	—	$	1,140
First six months
2022	$	422	$	100	$	945	$	536	$	2,003	$	—	$	2,003
2021	$	375	$	77	$	1,094	$	467	$	2,013	$	—	$	2,013
Depreciation and amortization
Second quarter
2022	$	7	$	4	$	11	$	10	$	32	$	3	$	35
2021	$	6	$	4	$	10	$	16	$	36	$	4	$	40
First six months
2022	$	11	$	9	$	22	$	19	$	61	$	6	$	67
2021	$	12	$	9	$	21	$	31	$	73	$	8	$	81
Operating income (loss)
Second quarter
2022	$	41	$	(9)	$	180	$	37	$	249	$	(32)	$	217
2021	$	30	$	(7)	$	405	$	(7)	$	421	$	(15)	$	406
First six months
2022	$	63	$	(18)	$	399	$	62	$	506	$	(54)	$	452
2021	$	34	$	(9)	$	626	$	(31)	$	620	$	(37)	$	583

(1)Inter-segment sales were $14 million and $8 million for the three months ended June 30, 2022 and 2021, respectively, and $28 million and $15 million for the six months ended June 30, 2022 and 2021, respectively. These inter-segment sales, which were transacted at either the lowest market price of the previous month or cost, were excluded from market pulp sales.

(2)Wood products sales to our previously-held joint ventures, which were transacted at arm’s length negotiated prices, were $20 million for three months ended June 30, 2021, and were $12 million for the period up to the Acquisition Date and $33 million for the six months ended June 30, 2021. See Note 2, “Business Acquisitions” for more information.

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RESOLUTE FOREST PRODUCTS INC.

Notes to Unaudited Interim Consolidated Financial Statements

Note 16. Subsequent Events

The following significant events occurred subsequent to June 30, 2022:

•On July 5, 2022, Resolute and Paper Excellence Group, through its wholly-owned subsidiary Domtar Corporation (or, “Domtar”), entered into a business combination agreement (or, the “Transaction”) under which Domtar will acquire all of the issued and outstanding common shares of Resolute for $20.50 per share, in cash, without interest, and one contractual contingent value right per share (or, the “CVR”).

Under the CVR, stockholders will receive any refunds on approximately $500 million of deposits on softwood lumber duties paid by Resolute through June 30, 2022, including any interest thereon, net of certain expenses and of applicable tax and withholding. Any proceeds attributable to the CVR will be distributed proportionally to the CVR holders, and the value will ultimately be determined by the terms and timing of the resolution of the softwood lumber dispute between Canada and the United States. The terms and timing of such resolution is uncertain.

The Board has unanimously approved the Transaction. The Transaction is subject to stockholder approval of the majority of the outstanding shares of Resolute at a stockholders' meeting (or, the “Special Meeting”) to be held in early fall. In addition to stockholder approval, the Transaction is subject to applicable regulatory approvals and the satisfaction of certain other customary closing conditions. A significant stockholder of Resolute, which holds approximately 40% of the outstanding shares, has entered into a voting and support agreement to vote its shares in favor of the Transaction. The Transaction is expected to close in the first half of 2023.

Further information regarding the Transaction will be included in the proxy statement that will be sent to stockholders in advance of the Special Meeting.

•On August 4, 2022, Commerce issued its final determination in the third administrative review of the countervailing and anti-dumping investigations; as a result, we will be required to pay cash deposits to U.S. Customs at new rates of 10.10% on countervailing duties and 4.76% on anti-dumping duties, that will take effect shortly upon the publication of the final determination in the U.S. Federal Register. See Note 13, “Commitments and Contingencies” for more information.

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following management’s discussion and analysis is intended to help the reader understand Resolute Forest Products, our results of operations, cash flows and financial condition. The discussion is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying notes (or, the “Consolidated Financial Statements”) contained in Item 1, “Financial Statements,” of this Quarterly Report on Form 10-Q (or, “Form 10-Q”).

When we refer to “Resolute Forest Products,” “Resolute,” “we,” “our,” “us” or the “Company,” we mean Resolute Forest Products Inc. with its subsidiaries, either individually or collectively, unless otherwise indicated.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION AND USE OF THIRD-PARTY DATA

Statements in this Form 10-Q that are not reported financial results or other historical information of Resolute Forest Products are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. They include, for example, statements relating to the potential benefits of the proposed transaction between Resolute Forest Products and Domtar Corporation; the prospective performance and outlook of our business, performance and opportunities; the ability of the parties to complete the proposed transaction, the expected timing of completion of the proposed transaction; the impact of the coronavirus (or, “COVID-19”) pandemic and resulting economic conditions on our business, results of operations and market price of our securities; the impact on our future business results of the price volatility of our products; the logistics and transportation network constraints and the levels of inventory; the estimated expenditures relating to the indefinite idling of the pulp and paper operations at Calhoun (Tennessee); and to our: efforts and initiatives to reduce costs and increase revenues and profitability; business and operating outlook; future pension obligations; assessment of market conditions; growth strategies and prospects, and the growth potential of the Company and the industry in which we operate; liquidity; future cash flows, including as a result of the changes to our pension funding obligations; estimated capital expenditures; environmental, social and governance (or, “ESG”) reporting; and strategies for achieving our goals generally. Forward-looking statements may be identified by the use of forward-looking terminology such as the words “should,” “would,” “could,” “will,” “may,” “expect,” “believe,” “see,” “anticipate,” “continue,” “contribute,” “position,” “maintain,” “remain,” “increase,” “plan,” “grow,” “enhance,” “seek,” “provide,” “support,” “estimate,” “maximize” and other terms with similar meaning indicating possible future events or potential impact on our business or Resolute Forest Products’ shareholders.

The reader is cautioned not to place undue reliance on these forward-looking statements, which are not guarantees of future performance. These statements are based on management’s current assumptions, beliefs, and expectations, all of which involve a number of business risks and uncertainties that could cause actual results to differ materially. The potential risks and uncertainties that could cause our actual future financial condition, results of operations, and performance to differ materially from those expressed or implied in this Form 10-Q include, but are not limited to: uncertainties as to the timing of the proposed transaction with Domtar Corporation; the risk that the proposed transaction with Domtar Corporation may not be completed in a timely manner or at all; the possibility that competing offers or acquisition proposals will be made; the possibility that any or all of the various conditions to the consummation of the proposed transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances that would require us to pay a termination fee or other expenses; the inability to recover softwood lumber duty refunds in a timely manner or at all; the effect of the pendency of the proposed transaction on our ability to retain and hire key personnel, our ability to maintain relationships with our customers, suppliers and others with whom we do business and our business generally or our stock price; risks related to diverting management’s attention from our ongoing business operations; the impact of the COVID-19 pandemic on our business and resulting economic conditions; developments in non-print media, including changes in consumer habits, and the effectiveness of our responses to these developments; intense competition in the forest products industry; any inability to offer products certified to globally recognized forestry management and chain of custody standards; any inability to successfully implement our strategies to increase our earnings power; the possible failure to successfully integrate acquired businesses with ours or to realize the anticipated benefits of acquisitions or divestitures or other strategic transactions or projects, including loss of synergies following business divestitures; uncertainty or changes in political or economic conditions in the U.S., Canada or other countries in which we sell our products, including the effects of pandemics; global economic and political conditions; the highly cyclical nature of the forest products industry; any difficulties in obtaining timber or wood fiber at favorable prices, or at all; impacts of inflation on the price of goods and services, including changes in the cost of purchased energy and other raw materials; any loss of important customers and resulting accounts receivable credit risk exposure; physical, financial, regulatory, transitional and litigation risks associated with global, regional, and local weather conditions, and climate change; financial, litigation, liability and reputational risks associated with ESG reporting; any disruption in operations or increased labor costs due to labor disputes or occupational health and safety issues; difficulties in our employee relations or in employee

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attraction or retention, and workforce shortages; disruptions to our supply chain, operations, or the delivery of our products, including due to public health epidemics and workforce shortages; disruptions to our information technology systems including cybersecurity and privacy incidents; risks related to the operation and transition of legacy system applications; negative publicity, even if unjustified; currency fluctuations; any increase in the level of required contributions to our pension plans, including as a result of any increase in the amount by which they are underfunded; our ability to maintain adequate capital resources to provide for all of our substantial capital requirements; the terms of our outstanding indebtedness, which could restrict our current and future operations; increases of interest rates and changes relating to the London Interbank Offered Rate, which could impact our borrowings under our credit facilities; losses that are not covered by insurance; any additional closure costs and long-lived asset impairment or goodwill impairment or accelerated depreciation charges; any need to record additional valuation allowances against our recorded deferred income tax assets or any limitation of our use of certain tax attributes; our exports from one country to another country becoming or remaining subject to duties, cash deposit requirements, border taxes, quotas, or other trade remedies or restrictions; countervailing and anti-dumping duties on imports to the U.S. of the vast majority of our softwood lumber products produced at our Canadian sawmills; any failure to comply with laws or regulations generally; any additional environmental or health and safety liabilities; any violation of trade laws, export controls, or other laws relating to our international sales and operations; adverse outcomes of legal proceedings, claims and governmental inquiries, investigations, and other disputes in which we are involved; the actions of holders of a significant percentage of our common stock; and the potential risks and uncertainties set forth under Part II, Item 1A, “Risk Factors,” in this quarterly report on Form 10-Q and Part I, Item 1A, “Risk Factors,” of our annual report on Form 10-K for the year ended December 31, 2021, filed with the U.S. Securities and Exchange Commission (or, the “SEC”) on March 1, 2022 (or, the “2021 Annual Report”), which have been heightened by the COVID-19 pandemic, including related governmental responses and economic impacts, market disruptions and resulting changes in consumer habits.

All forward-looking statements in this Form 10-Q are expressly qualified by the cautionary statements contained or referred to in this section and in our other filings with the SEC and the Canadian securities regulatory authorities. We disclaim any obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

Market and industry data

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

OVERVIEW

Resolute Forest Products is a global leader in the forest products industry with a diverse range of products, including market pulp, tissue, wood products and paper, which are marketed in over 60 countries. The Company owns or operates some 40 facilities, as well as power generation assets, in the U.S. and Canada. We are a large and growing North American producer of wood products, the largest producer of uncoated mechanical papers in North America, a competitive pulp producer in North America, and a leading global producer of newsprint. Resolute has third-party certified 100% of its managed woodlands to internationally recognized sustainable forest management standards.

We report our activities in four business segments: market pulp, tissue, wood products and paper. We believe an integrated approach maximizes value creation for our Company and stakeholders.

We are guided by our vision and values, focusing on safety, sustainability, profitability, accountability, and teamwork. We believe we can be distinguished by the following competitive strengths:

•Competitive cost structure combined with diversified and integrated asset base

–harvesting rights for the majority of fiber needs in Canada;

–sophisticated infrastructure to manage fiber flows from harvesting through transformation into a range of end-products to maximize resource utilization and process efficiency;

–nearly 100% of our products sourced from high-quality virgin fiber; and

–large-scale and cost-effective operations, including significant internal energy production from cogeneration and hydroelectric facilities, which support our value proposition.

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•Strong balance sheet

–favorable pricing and flexibility under borrowing agreements together with our liquidity levels support our ability to weather challenging market cycles and to continue to execute our transformation strategy;

–significant tax assets to defer cash income taxes and provide synergies to execute this strategy; and

–customers benefit from a financially stable and reliable business partner in a challenging industry.

•Seasoned management team and strong culture of commitment

–deep industry expertise, with influential leaders in forestry, operations, environmental risk management and public policy;

–culture of accountability, encouraging transparency and straightforwardness; and

–core identity tied to renewable resources we harvest in a truly sustainable manner.

•Deep-seated commitment to fundamental principles of sustainability

–ambitious targets and governance to back it up;

–unwavering focus on safety; and

–transparent communications.

Our Business

For information relating to our products, strategy and highlights, sustainable development and performance, and power generation assets, refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview – Our Business” in our 2021 Annual Report.

Second Quarter Overview

Business acquisitions

Purchase of cogeneration facility

On April 1, 2022, we acquired a 34.5 megawatt cogeneration facility in Senneterre (Quebec) for $8 million, including a contingent consideration. With this acquisition, we will maximize the use of biomass from our regional operations, generating green power and providing a platform for future growth and enhanced competitiveness in the Abitibi-Témiscamingue region.

Larouche and St-Prime

On March 4, 2022 (or, the “Acquisition Date”), we acquired control of Resolute-LP Engineered Wood Larouche Inc. and Resolute-LP Engineered Wood St-Prime Limited Partnership (or, “Larouche and St-Prime”), that were previously held as 50% owned joint ventures, by acquiring the remaining 50% equity interests from Louisiana-Pacific Canada Ltd., a wholly-owned subsidiary of Louisiana-Pacific Corporation, for a cash consideration of $51 million (including $1 million of working capital adjustment, and net of cash acquired of $8 million), subject to post-closing adjustments. Larouche and St-Prime, which are engineered wood product facilities located in Quebec, produce I-joists for the construction industry. This acquisition solidifies our presence in the engineered wood product segment with assets we know well, and downstream integrates over 60 million board feet of lumber capacity.

During the quarter, we revised our preliminary allocation of the purchase price. For more information, see Note 2, “Business Acquisitions,” to our Consolidated Financial Statements.

Impact of global economic conditions

We have sustained operations across all of our business segments through the COVID-19 pandemic. There continues to be a measure of uncertainty because of global geopolitical and economic conditions.

While we benefit from strong market conditions for most of our products, our operations and our financial results remain negatively affected by logistics constraints, cost inflation and workforce availability. Limited availability of railcars contributed to an increase in our wood products inventory as of June 30, 2022.

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Indefinite idling of pulp and paper operations at Calhoun mill

In December 2021, we announced the indefinite idling of pulp and paper operations at our Calhoun mill. During the first quarter of 2022, pulp and paper operations ceased. During the second quarter of 2022, we have revised our expected 2022 additional cash closure costs, disclosed in our December 31, 2021 Consolidated Financial Statements, from $32 million, previously-revised to $22 million in the first quarter, to $12 million, due to lower than expected chemical disposal costs. We already have incurred $7 million of these costs in the first half of 2022.

Subsequent Event

On July 5, 2022, Resolute and Paper Excellence Group, through its wholly-owned subsidiary Domtar Corporation (or “Domtar”), entered into a business combination agreement (or, the “Transaction”) under which Domtar will acquire all of the issued and outstanding common shares of Resolute for $20.50 per share, in cash, without interest, and one contractual contingent value right per share (or, the “CVR”). This represents an enterprise value of approximately $2.7 billion, excluding the CVR.

Under the CVR, stockholders will receive any refunds on approximately $500 million of deposits on softwood lumber duties paid by Resolute through June 30, 2022, including any interest thereon, net of certain expenses and of applicable tax and withholding. Any proceeds attributable to the CVR will be distributed proportionally to the CVR holders, and the value will ultimately be determined by the terms and timing of the resolution of the softwood lumber dispute between Canada and the United States. The terms and timing of such resolution is uncertain.

The Board has unanimously approved the Transaction. The Transaction is subject to stockholder approval of the majority of the outstanding shares of Resolute at a stockholders' meeting (or, the “Special Meeting”) to be held in early fall. In addition to stockholder approval, the Transaction is subject to applicable regulatory approvals and the satisfaction of certain other customary closing conditions. A significant stockholder of Resolute, which holds approximately 40% of the outstanding shares, has entered into a voting and support agreement to vote its shares in favor of the Transaction. The Transaction is expected to close in the first half of 2023.

Further information regarding the Transaction will be included in the proxy statement that will be sent to stockholders in advance of the Special Meeting.

Three months ended June 30, 2022 vs. June 30, 2021

Our operating income was $217 million in the quarter, compared to an operating income of $406 million in the second quarter of 2021. Excluding special items, our operating income was $225 million, compared to an operating income of $405 million in the year-ago period.

Our net income in the quarter was $256 million, or $3.29 per diluted share, compared to a net income of $268 million, or $3.34 per diluted share, in the year-ago period. Our net income in the quarter, excluding special items, was $155 million, or $2.00 per diluted share, compared to a net income of $300 million, or $3.74 per diluted share, in the year-ago period. Special items are described below.

Three Months Ended June 30, 2022	Operating Income		Net Income		EPS
(Unaudited, in millions, except per share amounts)
GAAP, as reported	$	217	$	256	$	3.29
Adjustments for special items:
Closure costs, impairment and other related charges		5		5		0.06
Net loss on disposition of assets		3		3		0.04
Non-operating pension and other postretirement benefit costs		—		3		0.04
Other income, net		—		(13)		(0.17)
U.S. deferred income tax asset valuation allowance reversal		—		(105)		(1.34)
Income tax effect of special items		—		6		0.08
Adjusted for special items (1)	$	225	$	155	$	2.00

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Three Months Ended June 30, 2021	Operating Income		Net Income		EPS
(Unaudited, in millions, except per share amounts)
GAAP, as reported	$	406	$	268	$	3.34
Adjustments for special items:
Closure costs, impairment and other related charges		(1)		(1)		(0.01)
Non-operating pension and other postretirement benefit credits		—		(3)		(0.04)
Other expense, net		—		49		0.61
Income tax effect of special items		—		(13)		(0.16)
Adjusted for special items (1)	$	405	$	300	$	3.74

(1)Operating income, net income and net income per diluted share (or, “EPS”), in each case as adjusted for special items, are not financial measures recognized under U.S. generally accepted accounting principles (or, “GAAP”). We calculate operating income, as adjusted for special items, as operating income from our Consolidated Statements of Operations, adjusted for items such as closure costs, impairment, and other related charges, and gains and losses on disposition of assets that are excluded from our segment’s performance from GAAP operating income. We calculate net income, as adjusted for special items, as net income from our Consolidated Statements of Operations, adjusted for the same special items applied to operating income, in addition to non-operating pension and other postretirement benefit (or, “OPEB”) costs and credits, other income and expense, net, U.S. deferred income tax asset valuation allowance reversal (to offset future projected tax implications of the global intangible low-taxed income inclusion), and the income tax effect of the special items. EPS, as adjusted for special items, is calculated as net income, as adjusted for special items, per diluted share. We believe that using these non-GAAP measures is useful because they are consistent with the indicators management uses internally to measure the Company’s performance, and it allows the reader to compare our operations and financial performance from period to period. Operating income, net income and EPS, in each case as adjusted for special items, are internal measures, and therefore may not be comparable to those of other companies. These non-GAAP measures should not be viewed as substitutes to financial measures determined under GAAP.

Six months ended June 30, 2022 vs. June 30, 2021

Our operating income was $452 million in the first half of the year, compared to operating income of $583 million in the year-ago period. Excluding special items, our operating income was $463 million, compared to operating income of $585 million in the year-ago period. Special items are described below.

Our net income in the first half of the year was $466 million, or $5.97 per diluted share, compared to net income of $355 million, or $4.39 per diluted share, in the year-ago period. Our net income in the period, excluding special items, was $332 million, or $4.26 per diluted share, compared to net income of $419 million, or $5.18 per diluted share, in the year-ago period.

Six Months Ended June 30, 2022	Operating Income		Net Income		EPS
(Unaudited, in millions, except per share amounts)
GAAP, as reported	$	452	$	466	$	5.97
Adjustments for special items:
Closure costs, impairment and other related charges		9		9		0.11
Net loss on disposition of assets		2		2		0.03
Non-operating pension and other postretirement benefit costs		—		10		0.13
Other income, net		—		(58)		(0.74)
U.S. deferred income tax asset valuation allowance reversal		—		(105)		(1.34)
Income tax effect of special items		—		8		0.10
Adjusted for special items (1)	$	463	$	332	$	4.26

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Six Months Ended June 30, 2021	Operating Income		Net Income		EPS
(Unaudited, in millions, except per share amounts)
GAAP, as reported	$	583	$	355	$	4.39
Adjustments for special items:
Closure costs, impairment and other related charges		2		2		0.02
Non-operating pension and other postretirement benefit credits		—		(5)		(0.06)
Other expense, net		—		94		1.16
Income tax effect of special items		—		(27)		(0.33)
Adjusted for special items (1)	$	585	$	419	$	5.18

(1)Operating income, net income and EPS, in each case as adjusted for special items, are non-GAAP financial measures. For more information on the calculation and reasons we include these measures, see note 1 under “Overview – Second Quarter Overview” above.

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RESULTS OF OPERATIONS

Consolidated Results

Selected financial information

	Three Months Ended June 30,				Six Months Ended June 30,
(Unaudited, in millions, except per share amounts)	2022		2021		2022		2021
Sales	$	1,058	$	1,140	$	2,003	$	2,013
Operating income (loss) per segment:
Market pulp	$	41	$	30	$	63	$	34
Tissue		(9)		(7)		(18)		(9)
Wood products		180		405		399		626
Paper		37		(7)		62		(31)
Segment total		249		421		506		620
Corporate and other		(32)		(15)		(54)		(37)
Operating income	$	217	$	406	$	452	$	583
Net income attributable to Resolute Forest Products Inc.	$	256	$	268	$	466	$	355
Net income per common share attributable to Resolute Forest Products Inc. common shareholders:
Basic	$	3.32	$	3.37	$	6.02	$	4.42
Diluted	$	3.29	$	3.34	$	5.97	$	4.39
Adjusted EBITDA (1)	$	260	$	445	$	530	$	666

(Unaudited, in millions)	June 30, 2022		December 31, 2021
Cash and cash equivalents	$	355	$	112
Total assets	$	4,037	$	3,538

(1)Earnings before interest expense, income taxes, and depreciation and amortization (or, “EBITDA”) and adjusted EBITDA are not financial measures recognized under GAAP. EBITDA is calculated as net income (loss) including noncontrolling interest from the Consolidated Statements of Operations, adjusted for interest expense, income taxes, and depreciation and amortization. Adjusted EBITDA means EBITDA, excluding special items, such as closure costs, impairment and other related charges, gains and losses on disposition of assets, non-operating pension and OPEB costs and credits, and other income and expense, net. We believe that using non-GAAP measures such as EBITDA and adjusted EBITDA is useful because they are consistent with the indicators management uses internally to measure the Company’s performance and it allows the reader to compare our operations and financial performance from period to period. EBITDA and adjusted EBITDA are internal measures, and therefore may not be comparable to those of other companies. These non-GAAP measures should not be viewed as substitutes to financial measures determined under GAAP.

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	Three Months Ended June 30,				Six Months Ended June 30,
(Unaudited, in millions)	2022		2021		2022		2021
Net income including noncontrolling interest	$	256	$	268	$	466	$	356
Interest expense		6		5		11		11
Income tax (benefit) provision		(35)		87		23		127
Depreciation and amortization		35		40		67		81
EBITDA	$	262	$	400	$	567	$	575
Closure costs, impairment and other related charges		5		(1)		9		2
Net loss on disposition of assets		3		—		2		—
Non-operating pension and other postretirement benefit costs (credits)		3		(3)		10		(5)
Other (income) expense, net		(13)		49		(58)		94
Adjusted EBITDA	$	260	$	445	$	530	$	666

Three months ended June 30, 2022 vs. June 30, 2021

Operating income variance analysis

Sales

Sales decreased by $82 million compared to the year-ago period, to $1,058 million. After removing the effects of the indefinite idling of the Calhoun pulp and paper operations during the first quarter of 2022, pricing had an unfavorable impact of $49 million, as a result of lower reference prices in the wood products segment due to market conditions, partly offset by an increase in the average transaction price for the market pulp, paper, and tissue segments. Higher volume increased sales by $10 million, mainly reflecting higher shipments of market pulp, paper, and tissue, partly offset by lower shipments in the wood products segment.

Cost of sales, excluding depreciation, amortization and distribution costs

Cost of sales, excluding depreciation, amortization and distribution costs (or, “COS”) increased by $81 million compared to the year-ago period. After removing the effects of the indefinite idling of the Calhoun pulp and paper operations, the higher volume and the weaker Canadian dollar, COS increased by $98 million, largely due to:

•higher fiber costs ($42 million), mainly reflecting an increase in stumpage fees based on higher benchmark lumber selling prices, and in harvesting costs (including fuel) for the wood products segment, as well as higher price of recycled furnish for the market pulp segment;

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•higher energy costs ($25 million) due to higher prices of power and natural gas as well as lower internal power generation, mainly as a result of a turbine failure at the Saint-Félicien (Quebec) mill;

•unfavorable maintenance and other operating costs ($31 million) as a result of higher costs, scope and timing of maintenance work, and higher labor and outside services costs; and

•higher chemical costs ($8 million), mainly due to higher prices.

Distribution costs

After removing the impact of volume, including the favorable impact ($5 million) of the indefinite idling of the Calhoun pulp and paper operations, and the weaker Canadian dollar, distribution costs increased by $25 million, mainly due to higher freight rates and limited flexibility of mode of transportation.

Depreciation and amortization

Depreciation and amortization was $5 million lower compared to the year-ago period, primarily due to fully depreciated assets and the decrease in depreciation related to the indefinite idling of the Calhoun pulp and paper operations, whose assets were fully impaired in the fourth quarter of 2021.

Closure costs, impairment and other related charges

In the second quarter of 2022, we recorded additional closure costs, impairment and other related charges of $5 million, related to the indefinite idling of our Baie-Comeau (Quebec) paper mill in the first quarter of 2021, and of our Calhoun pulp and paper mills.

Indefinite idling of the Calhoun pulp and paper operations

During the three months ended June 30, 2022, the indefinite idling of Calhoun pulp and paper operations had a favorable impact of $2 million on our operating income. This included a decrease in sales of $42 million, in COS of $37 million (net of asset preservation costs of $7 million) and in distribution costs of $5 million, all reflecting the lower volume of 50,000 metric tons compared to the year-ago period; and lower depreciation of $2 million.

Net income variance analysis

Non-operating pension and other postretirement benefit (costs) credits

We recorded non-operating pension and OPEB costs of $3 million in the quarter, compared to credits of $3 million in the year-ago period. The difference reflects: lower expected return on plan assets ($6 million) in the current period; partly offset by lower amortization of actuarial losses ($2 million) in the current period.

Other income (expense), net

We recorded other income, net, of $13 million in the quarter, compared to other expense, net, of $49 million, in the year-ago period. The difference mainly reflects a foreign exchange gain of $11 million in the current period, compared to a loss on commodity contracts of $49 million principally related to lumber futures contracts and a foreign exchange loss of $6 million, in the year-ago period. There were no lumber futures contracts outstanding as of June 30, 2022 and 2021.

Income taxes

We recorded an income tax benefit of $35 million in the quarter on income before income taxes of $221 million, compared to an expected income tax provision of $47 million based on the U.S. federal statutory income tax rate of 21%. The difference mainly reflects: an income tax benefit for our valuation allowance related to our U.S. operations ($153 million) where we recognized a full valuation allowance against our net deferred income tax assets as of January 1, 2022; partly offset by U.S. tax on non-U.S. earnings ($43 million); foreign tax rate differences ($11 million); and foreign exchange items ($9 million).

During the three months ended June 30, 2022, we released $153 million of the $673 million valuation allowance on our U.S. net deferred income tax assets that existed at January 1, 2022. Of the amount released, $105 million was to offset future projected tax implications of the global intangible low-taxed income (or, “GILTI”) inclusion, which impacted the overall effective tax rate. The remaining balance of the release was mainly to offset tax implications relating to the GILTI inclusion for the three months ended June 30, 2022.

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At each reporting period, we assess whether it is more likely than not that the deferred income tax assets will be realized, based on the review of all available positive and negative evidence, including future reversals of existing taxable temporary differences, estimates of future taxable income, past operating results, and prudent and feasible tax planning strategies.

In our evaluation process, we give the most weight to historical income or losses. During the second quarter of 2022, after evaluating all available positive and negative evidence, although realization is not assured, we determined that it is more likely than not that the $105 million of the U.S. net deferred income tax assets released during the quarter, will be realized in the future prior to expiration. The key factor contributing to the conclusion that the positive evidence ultimately outweighed existing negative evidence during the second quarter of 2022 is the continuous GILTI inclusion. The rapidly changing dynamics in the wood products, pulp and paper segments resulted in significant GILTI inclusions, for the first half of 2022 and the 2021 year. We expect significant GILTI inclusions for the second half of 2022 and some future periods based on future projected income. These significant GILTI inclusions have created or are expected to create U.S. taxable income, which is, or expected to be entirely offset by existing U.S. tax attributes included in deferred income tax assets that have been fully reserved.

In the second quarter of 2021, we recorded an income tax provision of $87 million, on income before income taxes of $355 million, compared to an expected income tax provision of $74 million based on the U.S. federal statutory income tax rate of 21%. The difference mainly reflects: U.S. tax on non-U.S. earnings ($65 million); and foreign tax rate differences ($19 million); partly offset by a valuation allowance reversal related to our U.S. operations ($70 million) where we recognized a full valuation allowance against our net deferred income tax assets.

The $70 million decrease in our valuation allowance for the three months ended June 30, 2021, was to offset mainly the tax implications relating to the GILTI inclusion.

Six months ended June 30, 2022 vs. June 30, 2021

Operating income variance analysis

Sales

Sales decreased by $10 million compared to the year-ago period, to $2,003 million. After removing the effects of the indefinite idling of the Calhoun pulp and paper operations, pricing had a favorable impact of $114 million, mainly as a result of an increase in the average transaction price for paper, market pulp, and tissue, up by 26%, 23% and 9% respectively, partly offset by a decrease in the average transaction price for wood products, down by 5%. Lower volume decreased sales by $47 million, mainly reflecting lower shipments in wood products ($59 million), partly offset by higher shipments of tissue ($15 million).

Cost of sales, excluding depreciation, amortization and distribution costs

COS increased by $106 million in the period. After removing the effects of the indefinite idling of the Calhoun pulp and paper operations, the weaker Canadian dollar and volume, COS increased by $183 million, largely reflecting:

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•higher fiber costs ($87 million), mainly reflecting an increase in stumpage fees based on higher benchmark lumber selling prices, and in harvesting costs (including fuel) for the wood products segment, as well as higher price of recycled furnish for the market pulp segment;

•higher energy costs ($44 million) due to higher prices of power and natural gas as well as lower internal power generation, mainly as a result of a turbine failure at the Saint-Félicien mill;

•unfavorable maintenance and other operating costs ($42 million) as a result of higher costs, scope and timing of maintenance work, and higher labor and outside services costs; and

•higher chemical costs ($14 million), mainly due to higher prices.

Distribution costs

After removing the impact of volume, including the favorable impact ($8 million) of the indefinite idling of the Calhoun pulp and paper operations, and the weaker Canadian dollar, distribution costs increased by $41 million, mainly due to higher freight rates and limited flexibility of mode of transportation.

Depreciation and amortization

Depreciation and amortization was $14 million lower compared to the year-ago period, primarily due to fully depreciated assets and the decrease in depreciation related to the indefinite idling of the Calhoun pulp and paper operations, whose assets were fully impaired in the fourth quarter of 2021.

Selling, general and administrative expenses

Selling, general and administrative (or, “SG&A”) expenses decreased by $6 million in the first half of 2022, compared to the same period last year, mainly due to lower incentive plan expense, which is based on company performance, and lower stock-based compensation expense, which includes a mark-to-market adjustment based on the stock price changes.

Closure costs, impairment and other related charges

In the first half of 2022, we recorded additional closure costs, impairment and other related charges of $9 million, related to the indefinite idling of our Calhoun pulp and paper operations, and additional costs for the Baie-Comeau paper mill. This compares to $2 million of closure costs, impairment and other related charges in the year-ago period, related to the indefinite idling of our Baie-Comeau paper mills.

Indefinite idling of the Calhoun pulp and paper operations

In the first half of 2022, the indefinite idling of our Calhoun pulp and paper operations had a favorable impact of $15 million on our operating income. This included a decrease in sales of $76 million, in COS of $78 million (net of asset preservation costs of $13 million) and in distribution costs of $8 million, all reflecting the lower volume of 100,000 metric tons compared to the year-ago period; and lower depreciation of $4 million and SG&A of $1 million.

Net income variance analysis

Non-operating pension and other postretirement benefit (costs) credits

We recorded non-operating pension and OPEB costs of $10 million in the first half of 2022, compared to credits of $5 million in the year-ago period. The difference reflects: lower expected return on plan assets ($11 million) in the current period, higher interest cost ($4 million), and pension special termination benefit cost ($3 million) related to the indefinite idling of our pulp and paper operations at our Calhoun mill; partly offset by lower amortization of actuarial losses ($6 million) in the current period.

Other income (expense), net

We recorded other income, net, of $58 million in the first half of 2022, compared to other expense, net, of $94 million in the year-ago period. The difference mainly reflects a gain on previously-held equity investments of $42 million (see Note 2, “Business Acquisitions” to our Consolidated Financial Statements), a foreign exchange gain of $8 million and income from equity method investments of $7 million in the current period, compared to a loss on commodity contracts of $86 million, principally related to lumber futures contracts and a foreign exchange loss of $11 million, in the year-ago period. There were no lumber futures contracts outstanding as of June 30, 2022 and 2021.

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Income taxes

We recorded an income tax provision of $23 million in the first half of 2022 on income before income taxes of $489 million, compared to an expected income tax provision of $103 million based on the U.S. federal statutory income tax rate of 21%. The difference mainly reflects: an income tax benefit for our valuation allowance related to our U.S. operations ($186 million) where we recognized a full valuation allowance against our net deferred income tax assets as of January 1, 2022; partly offset by U.S. tax on non-U.S. earnings ($72 million); foreign tax rate differences ($24 million); and foreign exchange items ($7 million).

During the six months ended June 30, 2022, we released $186 million of the $673 million valuation allowance on our U.S. net deferred income tax assets that existed at January 1, 2022. Of the released amount, $105 million was to offset future projected tax implications of the GILTI inclusion, which impacted the overall effective tax rate. The remaining balance of the release was utilized mainly to offset tax implications relating to the GILTI inclusion for the six months ended June 30, 2022.

In the first half of 2021, we recorded an income tax provision of $127 million, on income before income taxes of $483 million, compared to an expected income tax provision of $101 million based on the U.S. federal statutory income tax rate of 21%. The difference mainly reflects: U.S. tax on non-U.S. earnings ($83 million); foreign tax rate differences ($27 million); partly offset by a valuation allowance reversal related to our U.S. operations ($78 million) where we recognized a full valuation allowance against our net deferred income tax assets.

The $78 million net decrease in our valuation allowance for the six months ended June 30, 2021, was to offset mainly the tax implications relating to the GILTI inclusion.

Segment Earnings

We manage our business based on the products we manufacture. Our reportable segments correspond to our principal product lines: market pulp, tissue, wood products and paper.

We do not allocate any of the income or loss items following “operating income” in our Consolidated Statements of Operations to our segments because those items are reviewed separately by management. Similarly, we do not allocate to the segments: closure costs, impairment and other related charges; gains and losses on disposition of assets; as well as other discretionary charges or credits.

We allocate depreciation and amortization expense to our segments, although the related fixed assets and amortizable intangible assets are not allocated to segment assets. Additionally, all SG&A expenses are allocated to our segments, with the exception of certain discretionary charges and credits, which we present under “corporate and other.”

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MARKET PULP

Highlights

	Three Months Ended June 30,				Six Months Ended June 30,
(Unaudited, in millions, except where otherwise stated)	2022		2021		2022		2021
Sales	$	238	$	199	$	422	$	375
Operating income (1)	$	41	$	30	$	63	$	34
EBITDA (2)	$	48	$	36	$	74	$	46
(In thousands of metric tons)
Shipments		255		253		481		525
Downtime		18		23		31		48

	June 30,
(Unaudited, in thousands of metric tons)	2022		2021
Finished goods inventory		68		63

(1)Net income including noncontrolling interest is equal to operating income in this segment.

(2)EBITDA, a non-GAAP financial measure, is reconciled below. For more information on the calculation and reasons we include this measure, see note 1 under “Results of Operations – Consolidated Results – Selected financial information” above.

	Three Months Ended June 30,				Six Months Ended June 30,
(Unaudited, in millions)	2022		2021		2022		2021
Net income including noncontrolling interest	$	41	$	30	$	63	$	34
Depreciation and amortization		7		6		11		12
EBITDA	$	48	$	36	$	74	$	46

Industry trends

World demand for chemical pulp decreased by 0.8% in the first five months of 2022 compared to the year-ago period, reflecting an increase in North America and Western Europe of 2.2% and 2.1%, respectively, while China decreased by 8.2%. In the first five months of 2022, world capacity increased by 2.2% compared to the year-ago period.

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World demand for softwood pulp fell by 2.6% in the first five months of 2022, with a decrease of 14.0% and 0.4% in China and Western Europe, respectively, while North America increased by 3.8%. The shipment-to-capacity ratio was 86%.

In the same period, world demand for hardwood pulp fell by 0.3%, with shipments to China down by 6.6%, while Western Europe and North America were up by 3.3% and 0.4%, respectively. The shipment-to-capacity ratio was 87%.

Three months ended June 30, 2022 vs. June 30, 2021

Operating income variance analysis

Sales

Sales were $39 million higher, or 20%, in the quarter to $238 million as the average transaction price rose by $145 per metric ton, or 18%, and shipments increased by 2,000 metric tons, or 1%. After removing the effects of the indefinite idling of the Calhoun pulp operations, pricing contributed to a $36 million increase due to a rise in pricing across all pulp grades, and higher volume contributed to an $18 million increase due to stronger demand and inventory destocking.

Cost of sales, excluding depreciation, amortization and distribution costs

COS increased by $23 million compared to the year-ago period. After removing the effects of the indefinite idling of the Calhoun pulp operations, higher volume, and the weaker Canadian dollar, COS increased by $28 million, largely reflecting:

•higher energy costs ($13 million) due to higher prices of power and natural gas as well as lower internal power generation, mainly as a result of a turbine failure at the Saint-Félicien mill;

•unfavorable maintenance costs ($9 million) as a result of the timing of scheduled outages and the scope of work;

•higher fiber costs ($6 million), mainly due to higher price of recycled furnish; and

•higher chemical costs ($4 million), mainly due to higher prices.

Distribution costs

Distribution costs increased by $4 million, mainly due to higher freight rates and limited flexibility of mode of transportation.

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Six months ended June 30, 2022 vs. June 30, 2021

Operating income variance analysis

Sales

Sales were $47 million higher, or 13%, to $422 million in the first half of the year. After removing the effects of the indefinite idling of the Calhoun pulp operations, pricing increased sales by $72 million, reflecting an increase in the average transaction price of $163 per metric ton, or 23%, due to a price increase across all pulp grades.

Cost of sales, excluding depreciation, amortization and distribution costs

After adjusting for the effects of the indefinite idling of the Calhoun pulp operations, higher volume and the weaker Canadian dollar, manufacturing costs increased by $52 million, largely reflecting:

•higher energy costs ($23 million) due to higher prices of power and natural gas as well as lower internal power generation, mainly as a result of a turbine failure at the Saint-Félicien mill;

•higher fiber costs ($16 million), mainly due to higher price of recycled furnish;

•unfavorable maintenance costs ($8 million) as a result of the timing of scheduled outages and the scope of work; and

•higher chemical costs ($7 million), mainly due to higher prices.

Distribution costs

After removing the effect of volume including the favorable impact of the indefinite idling of the Calhoun pulp operations, distribution costs increased by $8 million, mainly due to higher freight rates and limited flexibility of mode of transportation.

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TISSUE

Highlights

	Three Months Ended June 30,				Six Months Ended June 30,
(Unaudited, in millions, except where otherwise stated)	2022		2021		2022		2021
Sales	$	52	$	35	$	100	$	77
Operating loss (1)	$	(9)	$	(7)	$	(18)	$	(9)
EBITDA (2)	$	(5)	$	(3)	$	(9)	$	—
(In thousands of short tons)
Shipments (3)		26		19		51		42
Downtime		—		7		—		7

	June 30,
(Unaudited, in thousands of short tons)	2022		2021
Finished goods inventory (3)		4		8

(1)Net loss including noncontrolling interest is equal to operating loss in this segment.

(2)EBITDA, a non-GAAP financial measure, is reconciled below. For more information on the calculation and reasons we include this measure, see note 1 under “Results of Operations – Consolidated Results – Selected financial information” above.

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

	Three Months Ended June 30,				Six Months Ended June 30,
(Unaudited, in millions)	2022		2021		2022		2021
Net loss including noncontrolling interest	$	(9)	$	(7)	$	(18)	$	(9)
Depreciation and amortization		4		4		9		9
EBITDA	$	(5)	$	(3)	$	(9)	$	—

Industry trends

Total U.S. tissue consumption rose by 4.1% in the first five months of 2022, compared to the year-ago period. Converted product shipments increased by 5.7%, where at-home shipments increased by 5.8%, and away-from-home shipments increased by 5.4%.

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U.S. parent roll production rose by 5.0% in the first five months of 2022, and the average industry production-to-capacity ratio increased to 95%, up from 91% in the year-ago period.

Three months ended June 30, 2022 vs. June 30, 2021

Operating loss variance analysis

Sales

Sales were $17 million higher, or 49%, to $52 million in the quarter, due to an increase in shipments by 7,000 short tons, or 37%, following the recovery of the retail and away-from-home markets, and an increase in pricing of $231 per short ton, or 13%, due to a favorable product mix.

Cost of sales, excluding depreciation, amortization and distribution costs

After removing the effect of higher volume, our manufacturing costs increased by $8 million compared to the year-ago period, mainly related to higher fiber costs ($7 million) due to higher market pulp prices, including the loss of pulp integration following the indefinite idling of the Calhoun pulp and paper operations.

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Six months ended June 30, 2022 vs. June 30, 2021

Operating loss variance analysis

Sales

Sales were $23 million higher, or 30%, to $100 million in the first half of the year, due to an increase in shipments by 9,000 short tons, or 21%, following the recovery of the retail and away-from-home markets, and an increase in pricing of $159 per short ton, or 9%, due to favorable product mix.

Cost of sales, excluding depreciation, amortization and distribution costs

After removing the effect of higher volume, our manufacturing costs increased by $17 million compared to the year-ago period, mainly reflecting:

•higher fiber costs ($12 million) due to higher market pulp prices, including the loss of pulp integration following the indefinite idling of the Calhoun pulp and paper operations; and

•higher energy and chemical costs ($3 million) due to higher prices.

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WOOD PRODUCTS

Highlights

	Three Months Ended June 30,				Six Months Ended June 30,
(Unaudited, in millions, except where otherwise stated)	2022		2021		2022		2021
Sales	$	482	$	664	$	945	$	1,094
Operating income (1)	$	180	$	405	$	399	$	626
EBITDA (2)	$	191	$	415	$	421	$	647
(In millions board feet)
Shipments (3)		518		575		971		1,067
Downtime		44		35		50		65

	June 30,
(Unaudited, in millions board feet)	2022		2021
Finished goods inventory (3)		239		124

(1)Net income including noncontrolling interest is equal to operating income in this segment.

(2)EBITDA, a non-GAAP financial measure, is reconciled below. For more information on the calculation and reasons we include this measure, see note 1 under “Results of Operations – Consolidated Results – Selected financial information” above.

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

	Three Months Ended June 30,				Six Months Ended June 30,
(Unaudited, in millions)	2022		2021		2022		2021
Net income including noncontrolling interest	$	180	$	405	$	399	$	626
Depreciation and amortization		11		10		22		21
EBITDA	$	191	$	415	$	421	$	647

Industry trends

U.S. housing starts were 1.7 million on a seasonally adjusted basis in the first six months of 2022, up by 6.3% from the same period last year, which reflects a 0.5% increase in single-family starts and an increase of 20.0% in multi-family starts.

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2x4 – Random Length (or “RL”) #1-2 Kiln Dried Great Lakes (or “KD GL”) price fell by 4.0% in the first six months of 2022 compared to the year ago period, and the 2x4x8 Stud KD GL price fell by 1.8%. The 2x4 – RL #2 KD Southern Pine (Eastside) price decreased by 6.8%, and the 2x4 – RL #2 KD Southern Pine (Westside) price was down by 5.6%.

Three months ended June 30, 2022 vs. June 30, 2021

Operating income variance analysis

Sales

Sales were $182 million lower, or 27%, to $482 million in the quarter, mainly reflecting lower reference prices due to market conditions, partly offset by the acquisition of the remaining 50% equity interests in Larouche and St-Prime. Pricing contributed to a $157 million decrease in sales, reflecting a decrease of the average transaction price of $316 per thousand board feet, or 27%. Volume decreased sales by $25 million due to a decrease in shipments of 57 million board feet, or 10%, due to logistic constraints as a result of limited rail car availability.

Cost of sales, excluding depreciation, amortization and distribution costs

After removing the effects of the weaker Canadian dollar, and of the lower volume, which was more than offset by higher manufacturing costs related to the Larouche and St-Prime acquisition, COS increased by $37 million, reflecting:

•higher log costs ($24 million), primarily due to an increase in stumpage fees based on higher benchmark lumber selling prices and fuel; and

•unfavorable sawmill operating costs ($15 million), mainly due to maintenance, labor, outside services and fuel.

Distribution costs

After removing the effect of lower volume, distribution costs increased by $6 million, mainly due to higher freight rates and limited flexibility of mode of transportation.

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Six months ended June 30, 2022 vs. June 30, 2021

Operating income variance analysis

Sales

Sales were $149 million lower, or 14%, to $945 million in the first half of the year mainly reflecting lower reference prices due to market conditions, partly offset by the acquisition of the remaining 50% equity interests in Larouche and St-Prime. Pricing decreased sales by $90 million, reflecting a lower average transaction price of $107 per thousand board feet, or 10%. Sales volume was $59 million lower, due to a decrease in shipments of 96 million board feet, or 9%, mainly due to the logistic constraints as a result of limited rail car availability.

Cost of sales, excluding depreciation, amortization and distribution costs

After removing the effects of the weaker Canadian dollar, and of the lower volume, which was partly offset by higher manufacturing cost related to the Larouche and St-Prime acquisition, COS increased by $77 million, reflecting:

•higher log costs ($53 million), primarily due to an increase in stumpage fees based on higher benchmark lumber selling prices, harvesting costs and fuel; and

•unfavorable sawmill operating costs ($25 million), mainly due to maintenance, labor, outside services and fuel.

Distribution costs

After removing the effect of lower volume, distribution costs increased by $9 million, mainly due to higher freight rates and limited flexibility of mode of transportation.

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PAPER

Highlights

	Three Months Ended June 30,				Six Months Ended June 30,
(Unaudited, in millions, except where otherwise stated)	2022		2021		2022		2021
Sales	$	286	$	242	$	536	$	467
Operating income (loss) (1)	$	37	$	(7)	$	62	$	(31)
EBITDA (2)	$	47	$	9	$	81	$	—
(In thousands of metric tons)
Shipments		361		382		693		760
Downtime		34		35		64		193

	June 30,
(Unaudited, in thousands of metric tons)	2022		2021
Finished goods inventory		67		72

(1)Net income (loss) including noncontrolling interest is equal to operating income (loss) in this segment.

(2)EBITDA, a non-GAAP financial measure, is reconciled below. For more information on the calculation and reasons we include this measure, see note 1 under “Results of Operations – Consolidated Results – Selected financial information” above.

	Three Months Ended June 30,				Six Months Ended June 30,
(Unaudited, in millions)	2022		2021		2022		2021
Net income (loss) including noncontrolling interest	$	37	$	(7)	$	62	$	(31)
Depreciation and amortization		10		16		19		31
EBITDA	$	47	$	9	$	81	$	—

Industry trends

North American newsprint demand fell by 5.0% in the first five months of the year compared to the same period last year. Demand from newspaper publishers fell by 5.4% and demand from commercial printers fell by 4.6%. The North American shipment-to-capacity ratio was 90%, compared to 95% in the year-ago-period.

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Global demand for newsprint fell by 3.3% in the first five months of 2022, with North America down by 5.0%, Western Europe up by 2.9%, and Asia down by 5.3%. The shipment-to-capacity ratio increased to 88%, up from 87% in the year-ago period.

North American demand for uncoated mechanical papers rose by 8.5% in the first five months of 2022, compared to the year-ago period, reflecting a 11.8% increase in supercalendered grades, and a 6.1% increase in standard grades. The shipment-to-capacity ratio for all uncoated mechanical papers remained unchanged at 93%, compared to the year-ago period.

Three months ended June 30, 2022 vs. June 30, 2021

Operating income (loss) variance analysis

Sales

Sales increased by $44 million, or 18%, to $286 million in the quarter, reflecting a rise in the average transaction price of $155 per metric ton, or 24%, and a decrease in shipments of 21,000 metric tons, or 5%. After adjusting for the effects of the indefinite idling of the Calhoun paper operations, pricing contributed to a $66 million increase in sales, due to higher prices across all paper grades, and higher volume increased sales by $6 million, principally related to stronger market conditions.

Cost of sales, excluding depreciation, amortization and distribution costs

After adjusting for the effects of the indefinite idling of the Calhoun paper operations, the higher volume, and the weaker Canadian dollar, manufacturing costs increased by $27 million, reflecting:

•higher energy costs ($12 million) due to higher prices of power and natural gas;

•unfavorable maintenance costs ($6 million) as a result of the scope of work;

•higher fiber costs ($5 million); and

•higher chemical costs ($3 million).

Distribution costs

After removing the effect of volume and the weaker Canadian dollar, distribution costs increased by $14 million, mainly due to higher freight rates and limited flexibility of mode of transportation.

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Depreciation and amortization

Depreciation and amortization was $6 million lower compared to the year-ago period, primarily due to fully depreciated assets and the decrease in depreciation related to the indefinite idling of the Calhoun pulp and paper operations, whose assets were fully impaired in the fourth quarter of 2021.

Six months ended June 30, 2022 vs. June 30, 2021

Operating income (loss) variance analysis

Sales

Sales rose by $69 million, or 15%, to $536 million in the first half of the year. After adjusting for the effects of the indefinite idling of the Calhoun paper operations and the Canadian dollar fluctuation, pricing contributed to a $124 million increase in sales, due to an increase in the average transaction price of $158 per metric ton, or 26%, due to higher prices across all paper grades. Lower volume decreased sales by $5 million due to logistic constraints.

Cost of sales, excluding depreciation, amortization and distribution costs

Manufacturing costs increased by $36 million after adjusting for the effects of volume, the indefinite idling of the Calhoun paper operations, and the weaker Canadian dollar, reflecting:

•higher energy costs ($19 million) due to higher prices of power and natural gas as well as lower internal power generation;

•unfavorable maintenance costs ($8 million) as a result of the scope of work;

•higher fiber costs ($6 million); and

•higher chemical costs ($6 million), mainly due to higher prices.

Distribution costs

After removing the impact of volume, including the favorable impact of the indefinite idling of the Calhoun paper operations, and the weaker Canadian dollar, distribution costs increased by $22 million, mainly due to higher freight rates and limited flexibility of mode of transportation.

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Depreciation and amortization

Depreciation and amortization was $12 million lower compared to the year-ago period, primarily due to fully depreciated assets and the decrease in depreciation related to the indefinite idling of the Calhoun paper operations, whose assets were fully impaired in the fourth quarter of 2021.

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Corporate and Other

Highlights

	Three Months Ended June 30,				Six Months Ended June 30,
(Unaudited, in millions)	2022		2021		2022		2021
Cost of sales, excluding depreciation, amortization and distribution costs	$	(7)	$	(2)	$	(16)	$	(2)
Depreciation and amortization		(3)		(4)		(6)		(8)
Selling, general and administrative expenses		(14)		(10)		(21)		(25)
Closure costs, impairment and other related charges		(5)		1		(9)		(2)
Net loss on disposition of assets		(3)		—		(2)		—
Operating loss		(32)		(15)		(54)		(37)
Interest expense		(6)		(5)		(11)		(11)
Non-operating pension and other postretirement benefit (costs) credits		(3)		3		(10)		5
Other income (expense), net		13		(49)		58		(94)
Income tax benefit (provision)		35		(87)		(23)		(127)
Net income (loss) including noncontrolling interest	$	7	$	(153)	$	(40)	$	(264)

The table below shows the reconciliation of net income (loss) including noncontrolling interest to EBITDA and adjusted EBITDA, which are non-GAAP financial measures. For more information on the calculation and reasons we include these measures, see note 1 under “Results of Operations – Consolidated Results – Selected financial information” above.

	Three Months Ended June 30,				Six Months Ended June 30,
(Unaudited, in millions)	2022		2021		2022		2021
Net income (loss) including noncontrolling interest	$	7	$	(153)	$	(40)	$	(264)
Interest expense		6		5		11		11
Income tax (benefit) provision		(35)		87		23		127
Depreciation and amortization		3		4		6		8
EBITDA		(19)		(57)		—		(118)
Closure costs, impairment and other related charges		5		(1)		9		2
Net loss on disposition of assets		3		—		2		—
Non-operating pension and other postretirement benefit costs (credits)		3		(3)		10		(5)
Other (income) expense, net		(13)		49		(58)		94
Adjusted EBITDA	$	(21)	$	(12)	$	(37)	$	(27)

Three and six months ended June 30, 2022 vs. June 30, 2021

Cost of sales, excluding depreciation, amortization and distribution costs

COS increased compared to the year-ago period principally due to asset preservation costs, mainly related to our indefinitely idled Calhoun pulp and paper operations.

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LIQUIDITY AND CAPITAL RESOURCES

Capital Resources

We rely on cash and cash equivalents, cash flows provided by operations, and our credit facilities to: fund our operations; make pension contributions; and to finance our working capital, capital expenditures, duty cash deposits and opportunities in support of our growth and transformation strategy. In addition, from time to time we may use available cash to reduce debt and to return capital to stockholders, including through share repurchases or special dividends. As of June 30, 2022, we had cash and cash equivalents of $355 million and availability of $908 million under our credit facilities.

Based on our current projections, we expect to have sufficient financial resources available to finance our business plan, make pension contributions, meet working capital and duty cash deposit requirements, and maintain an appropriate level of capital spending.

Second Quarter Overview

Credit rating risk

	Current		December 31, 2021
Standard & Poor’s
Senior unsecured debt (1)		B		B
Long-term corporate credit rating (1)		B+		B+
Outlook (1)		CreditWatch		Stable
Moody’s Investors Service
Senior unsecured debt (1) (2)		B1		B2
Corporate family rating (1) (2)		Ba3		B1
Outlook (1)		Under Review		Stable
Liquidity rating		SGL-1		SGL-1

(1)On July 7, 2022, following the announcement of the Transaction, Standard & Poor’s changed the Positive Outlook to CreditWatch with positive implications. Additionally, Moody’s changed the Stable Outlook to Under Review for downgrade.

(2)On April 6, 2022, Moody’s upgraded the senior unsecured debt to B1, and the corporate family rating was upgraded to Ba3.

Although our debt agreements do not include any provision that would require material changes in payment schedules or terminations as a result of a credit rating downgrade, we believe our access to capital markets at a reasonable cost is determined in part by credit quality. A credit rating downgrade could impact our ability to access capital markets at a reasonable cost. These ratings reflect the views of the rating agencies only. An explanation of the significance of these ratings can be obtained from each rating agency. The ratings are not a recommendation to buy, sell or hold securities. Any rating can be revised upward or downward or withdrawn at any time by a rating agency.

Senior Secured Credit Facility

The obligations under the Senior Secured Credit Facility (as defined in Note 10, “Long-Term Debt” to our Consolidated Financial Statements) are guaranteed by certain material U.S. subsidiaries of the Company and are secured by a first priority mortgage on the real property of the Company’s facility in Calhoun and a first priority security interest on the fixtures and equipment located therein. Following the indefinite idling of the Calhoun pulp and paper operations, the Company entered into agreements, on March 2, 2022, to provide the following additional security under the Senior Secured Credit Facility: (i) a first priority mortgage on the real property of the Company’s sawmill facilities in Glenwood and El Dorado (Arkansas) and a first priority security interest on the fixtures and equipment located therein, and (ii) a first priority security interest on the fixtures and equipment at the Company’s sawmill facility in Cross City (Florida).

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Flow of Funds

Summary of cash flows

A summary of cash flows for the six months ended June 30, 2022 and 2021, was as follows:

	Six Months Ended June 30,
(Unaudited, in millions)	2022		2021
Net cash provided by operating activities	$	428	$	475
Net cash used in investing activities		(185)		(133)
Net cash used in financing activities		(3)		(282)
Effect of exchange rate changes on cash and cash equivalents, and restricted cash		(2)		—
Net increase in cash and cash equivalents, and restricted cash	$	238	$	60

Six months ended June 30, 2022 vs. June 30, 2021

Net cash provided by operating activities

We generated $428 million of cash from operating activities in the first half of 2022, compared to $475 million in the year-ago period. The decrease is primarily driven by lower profitability.

Net cash used in investing activities

We used $185 million of cash in investing activities in the current period, compared to $133 million in the year-ago period. The difference mostly reflects the acquisitions, net of cash acquired, of Larouche and St-Prime and of a cogeneration facility in Senneterre ($50 million), and higher countervailing and anti-dumping duty cash deposits ($14 million) in the current period, offset by a decrease in cash invested in fixed assets ($10 million).

Net cash used in financing activities

Net cash used in financing activities was $3 million in the first half of 2022, compared to $282 million in the year-ago period. The difference mostly reflects the repayment of the 5.875% senior unsecured notes due 2023 of $375 million partly offset by the issuance of the 4.875% senior unsecured notes due 2026 of $300 million, as well as the repayment of $180 million in term loans in the year-ago period. In the current year, we also repurchased $2 million of shares, compared to $20 million in the year-ago period.

Outlook

While the underlying fundamentals for building materials remain positive, we are mindful of inflationary pressure and rising interest rates, which could continue to affect pricing and margins. With our network of high-quality pulp and paper assets and structural advantages, such as fiber integration and embedded power generation, we are well-positioned to maintain margins in a rising price environment. We continue to work hard to adapt to challenges in the transportation network, and we expect to gradually normalize inventory levels in the second half of the year.

Share Repurchase Program

On December 7, 2021, we announced a new share repurchase program, authorized by our board of directors, of up to ten million shares of our common stock or $100 million, whichever occurs first. We repurchased no shares during the three months ended June 30, 2022, and 125,482 shares at an average price of $11.34 for a total of $2 million during the six months ended June 30, 2022.

On March 2, 2020, our board of directors authorized a share repurchase program of up to 15% of our common stock, for an aggregate consideration of up to $100 million. During the three and six months ended June 30, 2021, we repurchased 343,894 shares at an average price of $11.21 for a total of $3 million and 2,092,348 shares at an average price of $9.78 for a total of $20 million, respectively. This share repurchase program was completed in December 2021.

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Dividends

We did not declare or pay any dividends on our common stock during the three and six months ended June 30, 2022. We declared a special dividend of $1.00 per share ($79 million) on our common stock during the three and six months ended June 30, 2021, which was recorded in “Accounts payable and other” in our Consolidated Balance Sheet as of June 30, 2021. The dividend was paid to shareholders on July 7, 2021.

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RESOLUTE FOREST PRODUCTS INC.

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information relating to quantitative and qualitative disclosures about market risk is disclosed in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in our 2021 Annual Report. There have been no material changes in our exposure to market risk as previously disclosed in our 2021 Annual Report.

ITEM 4.    CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures:

We have evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a–15(e) and 15d–15(e) of the Securities Exchange Act of 1934, as of June 30, 2022. Based on that evaluation, the President and Chief Executive Officer and the Senior Vice President and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of such date in recording, processing, summarizing and timely reporting information required to be disclosed in our reports to the SEC.

(b) Changes in Internal Control over Financial Reporting:

In connection with the evaluation of internal control over financial reporting, there were no changes during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

51

RESOLUTE FOREST PRODUCTS INC.

PART II.    OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

In addition to the legal proceedings presented under Part I, Item 3, “Legal Proceedings,” in our 2021 Annual Report, see the description of our material pending legal proceedings in Note 13, “Commitments and Contingencies – Legal matters,” to our Consolidated Financial Statements, which is incorporated in this “Item 1 – Legal Proceedings” by reference.

ITEM 1A.    RISK FACTORS

In addition to the other information set forth in this Form 10-Q, you should carefully consider the risk factors set forth under Part I, Item 1A, “Risk Factors” in our 2021 Annual Report, which could materially affect our business, financial condition or future results. Except as stated below, there have been no material changes to the risk factors previously disclosed in our 2021 Annual Report.

The proposed business combination transaction of the Company with Paper Excellence Group, through its wholly-owned subsidiary Domtar Corporation (or, the “Transaction”), is subject to certain closing conditions that, if not satisfied or waived, will result in the Transaction not being completed, which may cause the market price of the Company’s common stock to decline.

The Transaction is subject to customary conditions to closing, including the receipt of required regulatory approvals and other customary closing conditions. If any condition to the Transaction is not satisfied or, if permissible, waived, the Transaction will not be completed. In addition, Domtar Corporation (or, “Domtar”) and the Company may terminate the Transaction in certain circumstances. If Domtar and the Company do not complete the Transaction, the market price of the Company’s common stock may fluctuate to the extent that the current market prices of those shares reflect a market assumption that the Transaction will be completed. The Company will also be obligated to pay certain fees and expenses in connection with the Transaction, whether or not the Transaction is completed. In addition, the Company has diverted significant management resources in an effort to complete the Transaction and is subject to restrictions contained in the agreement on the conduct of its business. If the Transaction is not completed, the Company will have incurred significant costs, including the diversion of management resources, for which it will have received little or no benefit. Further, in specified circumstances, the Company may be required to pay Domtar a company termination fee of up to $40 million if the Transaction is terminated.

The announcement and pendency of the proposed Transaction may adversely affect our business, results of operations and financial condition.

Uncertainty about the effect of the proposed Transaction on our agents, customers, employees, and other parties may have an adverse effect on our business, results of operations and financial condition. These risks to our business include the following, among other factors, all of which could be exacerbated by a delay in the completion of the proposed Transaction:

•the impairment of our ability to attract, retain and motivate employees, including key personnel;

•the diversion of significant management time and resources toward the completion of the proposed Transaction that could otherwise have been devoted to pursuing other beneficial opportunities for the Company;

•difficulties maintaining relationships with agents, customers and other business partners;

•delays or deferments of certain business decisions by agents, customers and other business partners;

•the inability to pursue alternative business opportunities or make appropriate changes to our business because the merger agreement between the Company and Domtar requires us to conduct our business in the ordinary course of business consistent with past practice and not engage in certain kinds of transactions prior to the completion of the proposed Transaction;

•any legal proceedings related to the proposed Transaction and the costs related thereto; and

•the incurrence of significant costs, expenses, and fees of professional services and other transaction costs in connection with the proposed Transaction.

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RESOLUTE FOREST PRODUCTS INC.

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

The following table sets forth information about our stock repurchases for the three months ended June 30, 2022:

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1)
April 1 to April 30		—	$	—		—	$	98,576,675
May 1 to May 31		—		—		—		98,576,675
June 1 to June 30		—		—		—		98,576,675
Total		—	$	—		—	$	98,576,675

(1)2021 share repurchase program of up to ten million shares of our common stock or $100 million, whichever occurs first. For more information, see Note 14, “Share Capital,” to our Consolidated Financial Statements.

ITEM 5.    OTHER INFORMATION

On August 4, 2022, the Board of Directors of the Company amended the Company's bylaws (as so amended, the “Amended and Restated Bylaws”) to incorporate a clause providing that, unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee, agent or shareholder of the Company to the Company or the Company's shareholders, (c) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, the Company's certificate of incorporation or the Amended and Restated Bylaws, or (d) any action asserting a claim governed by the internal affairs doctrine will be the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction over such action or proceeding, then another court of the State of Delaware or, if no court of the State of Delaware has jurisdiction, then the United States District Court for the District of Delaware).

This description is qualified in its entirely by the full text of the Company's Amended and Restated Bylaws, which are filed with this Quarterly Report as Exhibit 3.1.

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RESOLUTE FOREST PRODUCTS INC.

ITEM 6.    EXHIBITS

Exhibit No.	Description
3.1	By-laws of Resolute Forest Products Inc., as amended through August 4, 2022.
†10.1	2022 Resolute Forest Products Inc. Short-Term Incentive Plan – Canada / International.
†10.2	2022 Resolute Forest Products Inc. Short-Term Incentive Plan – U.S.
†10.3	Form of Amendment to Resolute Forest Products Equity Incentive Plan Employee Nonqualified Stock Option Agreement.
†10.4	Special Advisor Employment Agreement between Yves Laflamme and Resolute Forest Products Inc., dated June 23, 2022.
31.1	Certification of President and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Senior Vice President and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of President and Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Senior Vice President and 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 Document.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document.

†

This is a management contract or compensatory plan or arrangement.

*

Interactive data files furnished with this Form 10-Q, which represent the following materials from this Form 10-Q formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Changes in Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Unaudited Interim Consolidated Financial Statements. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document.

54

RESOLUTE FOREST PRODUCTS INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

RESOLUTE FOREST PRODUCTS INC.
By	/s/ Sylvain A. Girard
	Sylvain A. Girard
	Senior Vice President and Chief Financial Officer
By	/s/ Daniel Viboux
	Daniel Viboux
	Vice President and Chief Accounting Officer

Date: August 4, 2022

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EX-3.1

EXHIBIT 3.1

BY-LAWS

OF

RESOLUTE FOREST PRODUCTS INC.

(formerly known as AbitibiBowater Inc.)

The following are the By-Laws (the “By-Laws”) of Resolute Forest Products Inc. (formerly known as AbitibiBowater Inc.), a Delaware corporation (the “Corporation”), as amended through August 4, 2022.

ARTICLE I

Meetings of Stockholders

Section 1.1 Annual Meetings.

(a) The annual meeting of the Corporation’s stockholders for the election of directors and for such other matters as may be properly brought before the stockholders’ meeting shall be held in each year on such date and at such time and place either within or without the State of Delaware as shall be determined by resolution of the Corporation’s Board of Directors (the “Board”). The Board shall have the right to determine that a stockholder meeting not be held at a place, but instead be held solely by means of remote communication in the manner and to the extent permitted by the General Corporation Law of the State of Delaware.

(b) At an annual meeting of the Corporation’s stockholders, only business that has been properly brought before the stockholders’ meeting in accordance with the procedures set forth in this Section 1.1 may be transacted at that meeting. To be properly brought before an annual meeting of stockholders, such business must be brought before the meeting (i) by or at the direction of the Board or any committee thereof or (ii) by a stockholder of the Corporation who (A) was a stockholder of record of the Corporation when the notice required by this Section 1.1 is delivered to the Secretary and at the time of the annual meeting, (B) is entitled to vote at the annual meeting and (C) complies with the notice and other provisions of this Section 1.1. Section 1.1(b)(ii) is the exclusive means by which a stockholder of the Corporation may bring business before an annual meeting of stockholders, except (x) with respect to nominations or elections of directors which is governed by Section 1.11 and (y) with respect to proposals where the stockholder proposing such business has notified the Corporation of such stockholder’s intent to present the proposals at an annual meeting in compliance with Section 14 of the Securities Exchange Act of 1934 (the “Exchange Act”) and such proposals have been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting, in which case the notice requirements of this Section 1.1 shall be deemed satisfied with respect to such proposals.

(c) At any annual meeting of the Corporation’s stockholders, all proposals of stockholder business brought before such meeting in accordance with Section 1.1(b)(ii) must be made by timely written notice given by a stockholder of record (the “Notice of Business”) and must otherwise be a proper matter for stockholder action. To be timely, the Notice of Business must be delivered personally or mailed to, and received at, the office of the Corporation, addressed to the Secretary, by no earlier than 90 days and no later than 60 days before the first anniversary of the date of the prior year’s annual meeting of stockholders; provided, however, that if (i) the annual meeting of stockholders is advanced by more than 30 days, or delayed by more than 70 days, from the first anniversary of the prior year’s annual meeting of stockholders or (ii) no annual meeting was held during the prior year, then the notice by the stockholder to be timely must be received (A) no earlier than 90 days before such annual meeting and (B) no later than the later of (x) 60 days before such annual meeting and (y) the tenth day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of the Notice of Business.

(d) The Notice of Business shall set forth the following as to each item of business the stockholder shall propose to bring before the annual meeting:

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(i) a description of such item of business and the reasons for conducting it at such meeting and, if such item of business shall include a proposal to amend either the Corporation’s Certificate of Incorporation or these By-Laws, the text of the proposed amendment;

(ii) the name and address of the stockholder proposing such item of business (the “Proponent”);

(iii) the class and number of shares held of record, held beneficially and represented by proxy by the Proponent as of the record date for the meeting (if such a date has been established) and as of the date of such notice and a representation that the Proponent intends to appear in person or by proxy at the meeting to propose such item of business;

(iv) any material interest of the Proponent in such item of business; and

(v) all other information that would be required to be filed with the Securities and Exchange Commission (the “SEC”) if the Proponents were participants in a solicitation subject to Section 14 of the Exchange Act.

(e) Only business that shall have been properly brought before an annual meeting of stockholders in accordance with these By-Laws shall be conducted at such meeting, and the officer or other person presiding over the meeting as provided in Section 1.5 of these By-Laws shall refuse to permit any business to be brought before such meeting that shall not have been properly brought before it in accordance with these By-Laws.

(f) If the Proponent (or a qualified representative of the Proponent) does not appear at the meeting of Stockholders to present the Stockholder Business such business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. To be considered a qualified representative of any stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

(g) A “public announcement” means disclosure in a press release reported by the Dow Jones News Service, the Associated Press or a similar national news service or in a document publicly filed by the Corporation with the SEC.

Section 1.2 Special Meetings.

(a) Special meetings of the stockholders may be called by the Board, the “Chairman” (as defined in Section 2.1), the “President and CEO” (as defined in Section 4.1) or a committee of the Board which has been duly designated by the Board and whose powers and authority, as provided in a resolution of the Board or in these By-Laws, include the power to call such meetings. Each such call shall state the time, place and purpose of the meeting. The place of the meeting may be any place stated in the call, within or outside the State of Delaware.

(b) Special meetings of stockholders shall be called by the Board upon the valid written request to the Secretary by one or more record holders of shares of stock of the Corporation representing in the aggregate one-third of the total number of shares of stock of the Corporation entitled to vote on the matter or matters to be brought before the proposed special meeting. A request to the Secretary shall be signed by the stockholder or stockholders, or a duly authorized agent of such stockholder or stockholders, requesting a special meeting and must include the information specified in Section 1.2(c) to be valid (a “Special Meeting Request”). Once properly made, a Special Meeting Request may not be revoked or invalidated by any stockholder participating in that Special Meeting Request. A special meeting requested by stockholders shall be held at such date, time and place within or without the State of Delaware as may be fixed by the Board; provided, however, that the date of any such special meeting shall be not more than 90 days after the Special Meeting Request is received by the Secretary. Notwithstanding the foregoing, a special meeting requested by stockholders shall not be held if (i) the Special Meeting Request relates to an item of business that is not a proper subject for stockholder action under applicable law or (ii) the Special Meeting Request was made in a manner that involved a violation of Section 14 of the Exchange Act.

2

(c) The Special Meeting Request must set forth with respect to each stockholder proposing any item of business or director nomination for a special meeting (the “Requesting Person”) the following:

(i) with respect to each item of business to be brought before the special meeting requested by the Requesting Person pursuant to this Section 1.2, the information required by Section 1.1(d) and

(ii) with respect to any nominations of directors by stockholders to be considered before the special meeting requested by the Requesting Person pursuant to this Section 1.2, the information required by Section 1.11(d).

(d) If the Requesting Person (or a qualified representative of the Requesting Person) does not appear at the special meeting of stockholders to present the applicable items of business or director nominations, such business or director election shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. If there is more than one Requesting Person, the failure of any Requesting Person or a qualified representative of such Requesting Person to appear at the special meeting of stockholders to present the applicable items of business or director nominations shall not prevent such items of business or director nominations to be transacted so long as at least one Requesting Person or a qualified representative of the Requesting Person appears at the special meeting of stockholders to present such applicable items of business or director nominations.

(e) Business transacted at a special meeting shall be limited to that business brought before the meeting by or at the direction of the Board or any committee thereof. Business transacted at a special meeting requested by stockholders shall be limited to the matters described in the Special Meeting Request; provided, however, that nothing herein shall prohibit the Board from submitting additional matters to the stockholders at any special meeting requested by stockholders.

Section 1.3 Notice of Meetings. Notice of each annual or special meeting of the stockholders stating the place (if any), the means of remote communications (if any) by which stockholders and proxyholders may be deemed to be present in person and vote, day and hour thereof and the purposes for which the meeting is to be held shall be given in the manner specified by Section 6.3 by the Secretary (or by a person designated for the purpose either by the Secretary or by the person or persons calling the meeting or by the Board), not less than ten or more than 60 days prior to the meeting, except that where the matter to be acted on is a merger or consolidation of the Corporation, or a sale, lease or exchange of all or substantially all of its assets, such notice shall be given not less than 20 days nor more than 60 days prior to such meeting.

Section 1.4 Action; Quorum. No action shall be taken by the stockholders of the Corporation except at an annual or special meeting of stockholders. At any meeting of the stockholders, unless otherwise provided by law or by the Corporation’s Certificate of Incorporation, the holders of shares of stock of the Corporation representing at least one-third of the voting power of the stock of the Corporation issued and outstanding and entitled to vote upon a question to be considered at the meeting, present in person or by proxy, shall be necessary to and shall constitute a quorum for the consideration of such question. If, however, a meeting of stockholders cannot be organized because a quorum has not attended, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting at which the adjournment is taken of the time and place (if any) and the means of remote communications (if any) by which stockholders and proxyholders may be deemed to be present in person and vote, of the adjourned meeting, until a quorum shall be present or represented. In case of a meeting for the election of directors, such meeting may be adjourned only from day to day or for such longer periods, not exceeding 15 days each, until such directors have been elected. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted had a quorum been present at the time originally fixed for the meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 1.5 Organization. Meetings of stockholders shall be presided over by the Chairman, or in his or her absence by the President and CEO, or in his or her absence by a Vice President, or in the absence of the foregoing persons by a chairperson designated by the Board, or in the absence of such designation by a chairperson chosen at

3

the meeting. The Secretary of the Corporation shall act as secretary of the meeting, but in his or her absence, the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 1.6 Voting; Proxies.

(a) When a quorum is present at any meeting, all questions brought before such meeting, other than the election of directors, which shall be governed by Section 1.6(b) of these By-Laws, shall be determined by the vote of stockholders present, in person or by proxy, entitled to cast at least a majority of the votes which all stockholders present are entitled to cast on the particular matter, unless the question is one upon which, by express provisions of these By-Laws, the laws of the State of Delaware or of the Corporation’s Certificate of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

(b) (i) Unless action is taken without a meeting under these By-Laws, in a non-contested election, directors shall be elected by a majority of the votes cast by stockholders present, in person or by proxy, entitled to vote in the election at a stockholders meeting at which a quorum is present. For purposes of this Section 1.6(b), a ‘majority of the votes cast’ means that the number of shares voted ‘for’ a director’s election exceeds 50% of the number of votes cast with respect to that director’s election. Votes cast shall include votes ‘for’ and ‘against’ that director’s election in each case and direction to withhold authority in each case, and exclude abstentions and broker non-votes with respect to that director’s election.

(ii) In a contested election, directors shall be elected by a plurality of the votes cast by the stockholders present, in person or by proxy, entitled to vote in the election at a stockholders meeting at which a quorum is present. An election shall be considered contested if, as of the last day on which a stockholder may propose the nomination of a director for election in such election pursuant to these By-Laws, there are more nominees than positions on the Board of Directors to be filled by election at the meeting.

(iii) In the event that an incumbent director fails to receive a majority of the votes cast in a non-contested election, such director shall promptly tender his or her resignation to the Board of Directors. The Human Resources and Compensation/Nominating and Governance Committee of the Board of Directors (or other committee of the Board of Directors performing a similar function) shall make a recommendation to the Board of Directors as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board of Directors shall act on the tendered resignation, taking into account the Human Resources and Compensation/Nominating and Governance Committee’s recommendation, and publicly disclose (by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated means of communication) its decision regarding the tendered resignation within 90 days from the date of certification of the results of the election. The director who has tendered his or her resignation pursuant to this provision shall not participate in the Human Resources and Compensation/Nominating and Governance Committee’s or the Board of Directors’ deliberations or decision with respect to the tendered resignation. The Human Resources and Compensation/Nominating and Governance Committee of the Board of Directors (or other committee of the Board of Directors performing a similar function) in making its recommendation and the Board of Directors in making its determination may consider any factors they determine relevant or appropriate.

(c) Each stockholder having the right to vote shall at every meeting of the stockholders be entitled to vote in person or by proxy; and unless otherwise provided by statute or the Corporation’s Certificate of Incorporation, each stockholder of record shall be entitled to one vote for each outstanding share registered in its name on the books of the Corporation as of the record date for determining the stockholders entitled to notice of and to vote at such meeting.

(d) Each proxy shall be in writing, executed by the stockholder giving the proxy or by his attorney thereunto authorized, or by a facsimile or other electronic means, filed with the Secretary of the Corporation, but no proxy shall be voted after three years from its date, unless the proxy expressly provides for a longer period. A proxy, unless coupled with an interest, shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be effective until notice thereof has been given to

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the Secretary of the Corporation. A proxy shall not be revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice of such death or incapacity is given to the Secretary of the Corporation.

Section 1.7 Record Date.

(a) For the purpose of determining the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, unless otherwise required by the Certificate of Incorporation or applicable law, the Board may fix a record date (the “Notice Record Date”), which record date shall not precede the date on which the resolution fixing the record date was adopted by the Board and shall not be more than 60 or less than ten days before the date of such meeting. The Notice Record Date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such Notice Record Date, that a later date on or before the date of the meeting shall be the date for making such determination (the “Voting Record Date”). For the purposes of determining the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, exercise any rights in respect of any change, conversion or exchange of stock or take any other lawful action, unless otherwise required by the Certificate of Incorporation or applicable law, the Board may fix a record date, which record date shall not precede the date on which the resolution fixing the record date was adopted by the Board and shall not be more than 60 days prior to such action.

(b) If no such record date is fixed:

(i) the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and

(ii) when a determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders has been made as provided in this Section 1.7, such determination shall apply to any adjournment thereof, unless the Board fixes a new Voting Record Date for the adjourned meeting, in which case the Board shall also fix such Voting Record Date or a date earlier than such date as the new Notice Record Date for the adjourned meeting.

Section 1.8 List of Stockholders Entitled to Vote. The officer who has charge of the stock ledger shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting at least ten days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the Corporation. The list of stockholders must also be open to examination at the meeting as required by applicable law. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 1.9 Inspectors of Election. The Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the Corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify the determination of the number of shares of capital stock of the Corporation represented at the meeting and such inspector’s count of all votes and ballots. Such

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certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the Corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Section 1.10 Conduct of Meetings. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the person presiding over any meeting of stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the presiding person of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 1.11 Notification of Nominations.

(a) Only persons who are nominated in accordance with the procedures set forth in this Section 1.11 (or pursuant to Section 1.2) are eligible for election as directors.

(b) Nominations of persons for election to the Board may only be made at a meeting properly called for the election of directors and only (i) by or at the direction of the Board or any committee thereof or (ii) by a stockholder who (A) was a stockholder of record of the Corporation when the notice required by this Section 1.11 is delivered to the Secretary of the Corporation and at the time of the meeting, (B) is entitled to vote for the election of Directors at the meeting and (C) complies with the notice and other provisions of this Section 1.11, except with respect to nominations by a stockholder where the stockholder proposing such nomination has notified the Corporation of such stockholder’s intent to nominate a director for inclusion in the Corporation’s proxy statement, and such nominations have been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting, all in compliance with Rule 14a-11 under the Exchange Act, in which case the notice requirements of this Section 1.11 shall be deemed satisfied with respect to those shareholder nominations. Section 1.11(b)(ii) is the exclusive means by which a Stockholder may nominate a person for election to the Board, except with respect to a stockholder requested special meeting, which is governed by Section 1.2. Persons nominated in accordance with Section 1.11(b)(ii) are referred to as “Stockholder Nominees”. A Stockholder nominating persons for election to the Board is referred to as the “Nominating Stockholder”.

(c) All nominations of Stockholder Nominees pursuant to Section 1.11(b)(ii) must be made by timely written notice given by or on behalf of a stockholder of record of the Corporation (the “Notice of Nomination”). To be timely, the Notice of Nomination must be delivered personally or mailed to, and received at, the office of the Corporation, addressed to the Secretary, by the following dates:

(i) with respect to an election to be held at an annual meeting of stockholders, no earlier than 90 days and no later than 60 days before the first anniversary of the date of the prior year’s annual meeting of stockholders; provided, however, that if (A) the annual meeting of stockholders is advanced by more than 30 days, or delayed by more than 70 days, from the first anniversary of the prior year’s annual meeting of stockholders or (B) no annual meeting was held during the prior year, then the notice by the stockholder to

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be timely must be received (x) no earlier than 90 days before such annual meeting and (y) no later than the later of (1) 60 days before such annual meeting and (2) the tenth day following the day on which public announcement of the date of such meeting is first made by the Corporation;

(ii) with respect to an election to be held at a special meeting of stockholders for the election of directors (other than pursuant to a stockholder requested special meeting in which case Section 1.2(b) shall govern), no earlier than 90 days before such special meeting and no later than the later of (A) 60 days before the date of the special meeting and (B) the tenth day following the date on which notice of such meeting shall first be given to stockholders.

In no event shall the public announcement of an adjournment or postponement of an annual or special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(d) The Notice of Nomination shall set forth the following:

(i) the name and address of the stockholder who intends to make the nomination (the “Nominating Stockholder”) and of the person or persons to be nominated (the “Stockholder Nominee”);

(ii) the class and number of shares held of record, held beneficially and represented by proxy by the Nominating Stockholder as of the record date of the meeting (if such a date has been established) and as of the date of such notice and a representation that the Nominating Stockholder intends to appear in person or by proxy at the meeting to nominate the Stockholder Nominees;

(iii) a description of all arrangements or understandings between the Nominating Stockholder and each Stockholder Nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the Nominating Stockholder;

(iv) such other information regarding each Stockholder Nominee as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the SEC had each Stockholder Nominee been nominated, or intended to be nominated, by the Board and all other information that would be required to be filed with the SEC if the Nominating Stockholder were participants in a solicitation subject to Section 14 of the Exchange Act; and

(v) the consent in writing of each Stockholder Nominee to serve as a director of the Corporation if so elected.

(e) The Nominating Committee or the officer or other person presiding over the meeting as provided in Section 1.5 of these By-Laws shall refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure.

(f) If the Nominating Stockholder (or a qualified representative of the Nominating Stockholder) does not appear at the applicable Stockholder meeting to nominate the Stockholder Nominees, such nomination shall be disregarded and such business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation.

(g) Nothing in this Section 1.11 shall be deemed to affect any rights of the holders of any series of preferred stock of the Corporation pursuant to any applicable provision of the Certificate of Incorporation.

(h) Notwithstanding any provision of this Section 1.11 to the contrary, if the number of directors to be elected to the Board at the next annual meeting of stockholders is increased by virtue of an increase in the size of the Board and either all of the nominees for director at the next annual meeting of stockholders or the size of the increased Board is not publicly announced or disclosed by the Corporation at least 70 days prior to the first anniversary of the preceding year’s annual meeting, a Notice of Nomination shall also be considered timely hereunder, but only with respect to nominees to stand for election at the next annual meeting as the result of any new positions created by such increase, if it shall be delivered to the Secretary of the Corporation not later than the close of business on the tenth day following the first day on which all such nominees or the size of the increased Board shall have been publicly announced or disclosed.

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ARTICLE II

Board of Directors

Section 2.1 Election; Number; and Tenure.

(a) The members of the Board shall be elected by ballot at the annual meeting of stockholders or at a special meeting for that purpose held in place thereof. No director need be a stockholder.

(b) The total number of directors constituting the entire Board shall be fixed from time to time by the Board. The Board must be comprised entirely of independent directors, except for the President and Chief Executive Officer and, at the discretion of the Board, up to two additional directors. The independence of directors shall be determined in the good faith judgment of the Board by reference to applicable law or stock exchange requirements and any additional independence standards that may be adopted by the Board at its discretion from time to time.

(c) The Chairman of the Board (the “Chairman”) shall be elected by a majority of the Board. If the Chairman is not an independent director, one independent director selected by a majority of the Board shall serve as lead director (the “Lead Director”). The Lead Director shall chair any meeting of the independent directors in executive session.

(d) Each director shall serve for a term ending on the date of the next annual meeting of stockholders following the annual meeting at which such director was elected. Notwithstanding any provisions to the contrary contained herein, each director shall serve until a successor is elected and qualified or until his death, resignation or removal.

Section 2.2 Removal; Resignation; Vacancies. A director may be removed, with or without cause, only by the affirmative vote of the holders of a majority of the shares entitled to vote at an election of directors. Any director may resign at any time upon notice to the Corporation. Newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board resulting from death, resignation, retirement, disqualification, removal or other cause shall be filled solely by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board or by a sole remaining director. Any director so chosen shall hold office until his or her successor shall be elected and qualified at the next election of directors or until his or her earlier death, resignation or removal. If there are no directors in office, then an election of directors may be held in the manner provided by statute. No decrease in the number of directors constituting the Board will shorten the term of an incumbent director.

Section 2.3 Regular Meetings. Regular meetings of the Board may be held at such places within or without the State of Delaware and at such times as the Board may from time to time determine.

Section 2.4 Special Meetings. Special meetings of the Board may be held at any time or place within or without the State of Delaware whenever called by any member of the Board, the Corporation’s President and CEO, any of its Vice Presidents or its Secretary. Notice of a special meeting of the Board shall be given by the person or persons calling the meeting at least 24 hours before the special meeting.

Section 2.5 Telephonic Meetings Permitted. Members of the Board or any committee thereof may participate in a meeting thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.

Section 2.6 Quorum; Vote Required for Action. A majority of the whole Board shall constitute a quorum for the transaction of business. A majority of the directors present, whether or not a quorum, may adjourn any meeting from time to time, and the meeting may be held as adjourned without further notice. When a quorum is present at any meeting, the vote of a majority of the directors in attendance thereat shall be the act of the Board, except where a vote of a larger number of the directors is required by law, by the Certificate of Incorporation or by these By-Laws.

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Section 2.7 Organization. Meetings of the Board shall be presided over by the Chairman, or in his or her absence by the President and CEO, or in his or her absence by a chairperson chosen at the meeting. The Corporation’s Secretary shall act as secretary of the meeting, but in his or her absence, the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 2.8 Action by Unanimous Consent of Directors. Unless otherwise restricted by law, by the Certificate of Incorporation or by these By-Laws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmissions are filed with the minutes of proceedings of the Board or committee in accordance with applicable law.

ARTICLE III

Committees

Section 3.1 Committees. In furtherance and not in limitation of the powers conferred by statute, the Board is expressly authorized, subject, however, to applicable law and the applicable provisions in the Corporation’s Certificate of Incorporation and these By-Laws, to designate by resolution or resolutions passed by a majority of the whole Board, one or more committees, each committee to consist of one or more of the directors of the Corporation, which, to the extent provided in said resolution or resolutions or in these By-Laws, and subject to these By-Laws, shall have and may exercise the powers of the Board in the management of the business and affairs of the Corporation, and may have power to authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in these By-Laws or, subject to these By-Laws, as may be determined from time to time by resolution adopted by the Board. The foregoing notwithstanding, any delegation to a committee of the power of the Board to take such actions as would require a greater than majority vote of the directors in order for the Board itself to adopt such actions must be made by such greater than majority vote.

Section 3.2 Procedures for Committees. Each committee shall keep regular minutes of its proceedings and all action by such committee shall be reported to the Board at its meeting next succeeding such action. Each committee shall fix its own rules of procedure, provided that such rules are consistent with these By-Laws, and shall meet where and as provided by such rules or by resolution of the Board. The presence of a majority of the then appointed number of each committee shall constitute a quorum and in every case in which a quorum is present an affirmative vote by a majority of the members of the committee present shall be the act of the committee.

Section 3.3 Certain Committees of the Board. Unless otherwise determined by the Board, the Board shall have only four committees: Audit; Human Resources and Compensation/Nominating and Governance; Environmental Health and Safety; and Finance. Each of the Audit and Human Resources and Compensation/Nominating and Governance committees shall consist entirely of independent directors.

ARTICLE IV

Officers

Section 4.1 Executive Officers; Election; Term of Office; Resignation; Removal; Vacancies. The executive officers of the Corporation shall include: (i) a President and Chief Executive Officer (the “President and CEO”), who shall also be a director; and (ii) a Secretary. The Board may, if it so determines, choose one or more Vice Presidents to serve as executive officers, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers. The President and CEO shall have the authority to appoint and remove any other officers of the Corporation. Any number of offices may be held by the same person. Each executive officer of the Corporation shall hold office until the first meeting of the Board after the annual meeting of stockholders next succeeding his or her election, and until his or her successor is elected and qualified or until his or her earlier resignation or removal. The Board may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation. Any vacancy occurring in any office of the

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Corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board at any regular or special meeting. Any officer may resign at any time upon written notice to the Corporation.

Section 4.2 Powers and Duties of Executive Officers. The officers of the Corporation shall have such powers and duties in the management of the Corporation as may be prescribed in a resolution by the Board and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board.

Section 4.3 Appointing Attorneys and Agents; Voting Securities of Other Entities. Unless otherwise provided by resolution adopted by the Board, the President and CEO or any Vice President serving as Executive Officers may from time to time appoint an attorney or attorneys or agent or agents of the Corporation, in the name and on behalf of the Corporation, to cast the votes which the Corporation may be entitled to cast as the holder of stock or other securities in any other Corporation or other entity, any of whose stock or other securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other Corporation or other entity, or to consent in writing, in the name of the Corporation as such holder, to any action by such other Corporation or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consents, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal or otherwise, all such written proxies or other instruments as he or she may deem necessary or proper. Any of the rights set forth in this Section 4.3 which may be delegated to an attorney or agent may also be exercised directly by Board, the President and CEO or any Vice President serving as Executive Officers.

ARTICLE V

Stock

Section 5.1 Certificates. The shares of stock of the Corporation shall be represented by certificates or all of such shares shall be uncertificated shares that may be evidenced by a book-entry system maintained by the registrar of such stock, or a combination of both. If any shares are represented by certificates, such certificates shall be in the form approved by the Board, signed by or in the name of the Corporation by the President and CEO, and by the Treasurer or Secretary, certifying the number of shares owned by such holder in the Corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

Section 5.2 Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 5.3 Beneficial Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of the shares, and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not the Corporation shall have express or other notice thereof, except as otherwise provided by law.

ARTICLE VI

Miscellaneous

Section 6.1 Fiscal Year. The fiscal year of the Corporation shall be determined by resolution of the Board.

Section 6.2 Seal. The corporate seal shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board.

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Section 6.3 Manner of Notice. Except as otherwise provided herein or permitted by applicable law, notices to directors and stockholders shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the Corporation. If mailed, notice is given when deposited in the United States or Canadian mail, postage prepaid, directed to such person at this address as it appears on the records of the Corporation. Notice to directors may be given by facsimile, telephone or other means of electronic transmission.

Section 6.4 Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any waiver of notice, given by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 6.5 Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time.

Section 6.6 Time Periods. In applying any provision of these By-Laws that requires that an act be performed or not be performed a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days will be used unless otherwise specified, the day of the doing of the act will be excluded, and the day of the event will be included.

Section 6.7 Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee, agent or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL, the Certificate of Incorporation or these Bylaws, or (d) any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction over such action or proceeding, then another court of the State of Delaware or, if no court of the State of Delaware has jurisdiction, then the United States District Court for the District of Delaware).

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EX-10.1

	EXHIBIT 10.1
	2022 Short-Term Incentive Plan
	Canada/International

Purpose	As a means of rewarding employees for their contribution towards the success of the Company, a 2022 Short Term Incentive Plan (STIP) has been adopted. The STIP is designed to link a portion of employees’ total compensation to the attainment of specific, measurable, and bottom-line oriented key company performance indicators as well as to recognize and reward individual performance.
Eligibility	The Plan applies to non-unionized, regular, salaried employees working in Canada and in other countries, except the United States. Eligibility for or receipt of incentive pay should not be considered as automatic, retroactive or precedent-based.
Performance Period	The STIP is tied to the performance of the Company, its divisions and its employees over the period from January 1, 2022 to December 31, 2022.
Plan Design	The STIP is designed to reflect the different employee accountabilities and diversity of positions. In order to tie incentive payouts to employee performance and the achievement of key performance indicators, the STIP’s design is adapted to all groups of employees: Operations, Sales and Corporate. The amount of award that employees are eligible to receive is expressed as a certain percentage of their base salary. Base salary is the rate in effect at December 31, 2022. The Company determines the threshold, target and maximum incentive payouts for participants, which vary per grade level. Immediate managers are responsible to inform their employees of their respective threshold, target and maximum incentive award payouts.
Discretionary Plan and Plan Administration	►    Incentive payouts are within the complete and sole discretion of the Company. ►    Before awards are paid, the Company determines and approves achievement of Company performance metrics, individual performance of each eligible employee as well as each payable award, subject to the overall maximum incentive payout described below under “Maximum and Minimum Payout”. ►    The Company has the right to adjust any or all awards; this includes the right to eliminate any or all awards for any year despite achievement of performance metrics, even if such decision is made after the end of the performance period. ►    The Company may modify, suspend, amend or terminate the STIP at any time. ►    Any payment made under this plan is subject to the Company's recoupment policy. ►    With respect to any employee, the Company reserves the right to reduce or even cancel incentive awards in the event an employee has demonstrated an inadequate level of performance, whether or not the applicable performance metrics have been met. ►    Adjustments may be made to the financial metrics for closure costs, impairment charges and other related charges, severance costs, net loss or gain on the disposition of assets, strategic capital expenditures and similar items. ►    Adjustments may be made to the productivity and the cost metrics for specific reasons such as market downtime, major variation in grade mix, major changes in input price, restructuring or reorganization costs, and similar items. ►    Any adjustment to the performance metrics has to be formally approved before implementation. ►    Awards under the STIP are to be paid in a lump sum no later than March 15, 2023.

This plan text replaces and supersedes any and all prior versions and summary fact sheet. It is gender neutral and the masculine form is used only to facilitate its reading.
July 2022	1/7

	2022 Short-Term Incentive Plan
	Canada/International

Company Performance Metrics & Weighting

Eighty-five percent (85%) of the incentive payout is calculated based on the performance of the Company and its divisions. The table below contains corporate and divisional performance metrics. Company Performance Metrics1

1Expressed in U.S. dollars. 2For woodland operations, these metrics will be replaced by fiber cost delivered to the mill. 3Excluding incentive and equity compensation costs. 4Performance metrics differ for the Wood Products sales force, the division of Hydro-Saguenay and Asset Performance Group. 5Improvement of the days sales outstanding. 6The frequency of safety incidents is the OSHA incident rate measured by the number of recordable incidents (lost time plus temporary assignments or restricted work plus medical treatments), multiplied by 200,000 and divided by the total number of hours worked. The calculation methodology for the mills/divisions varies from the calculation methodology for corporate employees. 7The severity of safety incidents is measured by the number of days lost due to lost time incidents and incidents resulting in temporary assignments or restricted work, multiplied by 200,000 and divided by the total number of hours worked. The calculation methodology for the mills/divisions varies from the calculation methodology for corporate employees. 8Performance is based on the results of the Company, provided that i) pulp and paper mill employees will not be entitled to a payout for the environmental metric if the number of Class 1 & 2 incidents recorded at their respective mill is 4 or.greater and ii) employees of other facilities and divisions will not be entitled to a payout for the environmental metric if the number of Class 1 & 2 incidents recorded at their respective facility or division is 2 or greater.

This plan text replaces and supersedes any and all prior versions and summary fact sheet. It is gender neutral and the masculine form is used only to facilitate its reading.
July 2022	2/7

	2022 Short-Term Incentive Plan
	Canada/International

Company Performance Weighting

1Weighting and performance metrics differ for the Wood Products sales force, the division of Hydro-Saguenay and Asset Performance Group.

2Average operations’ payout for corporate employees.

3Weighted average of divisions’ results, including corporate employees.

4See note 8 of the previous table.

5Weighted average of divisions’ results.

6For woodland operations, these metrics are replaced by fiber cost delivered to the mill.

This plan text replaces and supersedes any and all prior versions and summary fact sheet. It is gender neutral and the masculine form is used only to facilitate its reading.
July 2022	3/7

	2022 Short-Term Incentive Plan
	Canada/International

Individual Performance Component	Fifteen percent (15%) of the incentive payout is calculated based the individual performance of each eligible employee. An Individual Performance Component has been created to better align short-term incentive awards with each eligible employee’s performance. The individual performance payout for each employee will be determined based on each employee’s individual contribution during the performance period, as assessed by management, exercising managerial judgment and subject to the availability of funds in the pool. The individual performance payout can fall in the range of 0% to 30%. In establishing the individual performance payout for each employee, managers consider the following elements during the performance period:
	Except for the Executive Team (President and Chief Executive Officer and Senior Vice Presidents), the individual performance pool is set at 15% of eligible employees’ incentive targets. However, if the actual achievement of performance metrics by a mill or a division exceeds 100%, the available pool will increase to correspond to 15% of eligible employees’ incentive targets multiplied by the actual performance payout of such mill or division. The portion of the award attributed to individual performance will be calculated as follows:

This plan text replaces and supersedes any and all prior versions and summary fact sheet. It is gender neutral and the masculine form is used only to facilitate its reading.
July 2022	4/7

	2022 Short-Term Incentive Plan
	Canada/International

	For the Executive Team, the individual performance pool is set at 15% of their incentive targets multiplied by the actual achievement of Corporate performance measures. The portion of the award attributed to individual performance will be calculated as follows:
Maximum and Minimum Payout	The overall maximum incentive payout under the STIP payable 1) to the members of the Executive Team and 2) to the employees in grades 25 and above for the Company performance portion of the incentive payout, cannot exceed 5% of the free cash flow (FCF) generated by the Company in 2022 (maximum available envelope). If the total amount determined based on actual achievement of performance metrics exceeds the maximum available envelope, the incentive awards payable 1) to the members of the Executive Team and 2) to the employees in grades 25 and above for the Company performance portion of the incentive payout, are reduced on a prorata basis. If the total payout determined based on actual achievement of performance metrics is lower than the maximum available envelope, the excess envelope is not distributed to participants. There is no minimum payout under the STIP.
Cash Flow Measure	For purpose of the STIP, free cash flow is defined as net cash provided by operating activities, less maintenance, safety and environmental capital expenditures, adjusted for: ►    Cash reorganization and restructuring costs ►    Optional pension contributions towards past service ►    Other special items
Final Payout Calculation for employees in grades 24 and below
Final Payout Calculation for employees in grades 25 and above

This plan text replaces and supersedes any and all prior versions and summary fact sheet. It is gender neutral and the masculine form is used only to facilitate its reading.
July 2022	5/7

	2022 Short-Term Incentive Plan
	Canada/International

Final Payout Calculation for Executive Team
Vacation	Any payment made pursuant to the STIP is deemed to include any and all vacation pay that may be owed pursuant to applicable minimum employment standards.
Administrative Guidelines	New Hires Employees hired into a regular position on or before September 30, 2022 are eligible to participate in the STIP on a prorated basis, effective upon their date of hire. Employees hired into a regular position on or after October 1, 2022 are not eligible for participation in the STIP. Promotion or Status Changes ►    If an employee is promoted or demoted to a position covered by a different incentive payout level, any incentive payout calculation will be prorated for time spent in respective positions. In either case, the base salary rate used to determine the prorated incentive payout will be the base salary rate in effect at December 31, 2022. ►    If an employee is transferred internally, any incentive payout calculation will be prorated for time spent in respective locations or groups. The base salary rate used to determine the prorated incentive payout will be the base salary rate in effect at December 31, 2022. ►    If an employee’s status changes from temporary salaried, unionized salaried or hourly to regular non-unionized salaried (and vice versa) during the performance period, the employee will be eligible to participate for time spent as a regular non-unionized salaried employee, and any incentive payout calculation will be prorated for time spent as a regular non-unionized salaried employee. The base salary rate used to determine the prorated incentive payout will be the base salary rate in effect at December 31, 2022. Termination ►    An employee who retires or who dies during the performance period will be entitled to receive a prorated incentive payout, based on actual achievement for time as an active eligible employee, if and when the Board approves the incentive payouts and does not otherwise cancel payment. For the purpose of this plan, employees are deemed to retire if they are age 57 or above on their last day of active work and have completed at least 2 years of continuous service. Nevertheless, employees who hand in their resignation to start new employment within 3 months of their last day of work are considered to have resigned and not deemed to retire. Notwithstanding the above, the Company reserves the right, at its discretion, to make the final decision on award eligibility. ►    Employees who are involuntarily terminated and whose last day of active work is on or before June 30, 2022 will not be entitled to receive an incentive payout, unless they are deemed to retire pursuant to the previous paragraph.

This plan text replaces and supersedes any and all prior versions and summary fact sheet. It is gender neutral and the masculine form is used only to facilitate its reading.
July 2022	6/7

	2022 Short-Term Incentive Plan
	Canada/International

►    An employee who is involuntarily terminated and whose last day of active work is on or after July 1, 2022 will be entitled to receive a prorata amount of an incentive payout, based on actual achievement for time as an active eligible employee, if and when the Board approves the incentive payouts and does not otherwise cancel payment.

►    Employees who hand in their resignation before payment is made will not be eligible to receive an award.

►    Notwithstanding anything to the contrary, employees who are terminated for cause, as determined at the discretion of the Company or their specific employer, whether during the performance period or after the performance period and before actual payouts, will not receive an award.

Leaves

►    Maternity/parental/adoption leave: The length of the leave is not included in the calculation of any incentive payout.

►    Leave without pay: The length of the leave is not included in the calculation of any incentive payout.

►    Short-term absence due to illness: The length of the absence is included in the calculation of the incentive payout if it is a bona fide absence pursuant to the disability medical leave procedure.

►    Long-term absence due to illness (time on long-term disability): The length of the absence is not included in the calculation of the incentive payout.

Approved by:

Remi G. Lalonde

President and Chief Executive Officer

This plan text replaces and supersedes any and all prior versions and summary fact sheet. It is gender neutral and the masculine form is used only to facilitate its reading.
July 2022	7/7

EX-10.2

	EXHIBIT 10.2
	2022 Short-Term Incentive Plan
	United States

Purpose	As a means of rewarding employees for their contribution towards the success of the Company, a 2022 Short‑Term Incentive Plan (STIP) has been adopted. The STIP is designed to link a portion of employees’ total compensation to the attainment of specific, measurable, and bottom-line oriented key company performance indicators as well as to recognize and reward individual performance.
Eligibility	The Plan applies to non-unionized, regular, salaried, employees of the Pulp and Paper Group and Wood Products Group working in the United States. Eligibility for or receipt of incentive pay should not be considered as automatic, retroactive or precedent based.
Performance Period	The STIP is tied to the performance of the Company, its divisions and its employees over the period from January 1, 2022 to December 31, 2022.
Plan Design	The STIP is designed to reflect the different employee accountabilities and diversity of positions. In order to tie incentive payouts to employee performance and the achievement of key performance indicators, the STIP’s design is adapted to all groups of employees: Operations, Sales and Corporate. The amount of award that employees are eligible to receive is expressed as a certain percentage of their base salary (eligible earnings in the case of non-exempt salaried employees). Base salary is the rate in effect at December 31, 2022. The Company determines the threshold, target and maximum incentive payouts for participants, which vary per grade level. Immediate managers are responsible to inform their employees of their respective threshold, target and maximum incentive award payouts.
Discretionary Plan and Plan Administration	►    Incentive payouts are within the complete and sole discretion of the Company. ►    Before awards are paid, the Company determines and approves achievement of Company performance metrics, individual performance of each eligible employee as well as each payable award, subject to the overall maximum incentive payout described below under “Maximum and Minimum Payout”. ►    The Company has the right to adjust any or all awards; this includes the right to eliminate any or all awards for any year despite achievement of performance metrics, even if such decision is made after the end of the performance period. ►    The Company may modify, suspend, amend or terminate the STIP at any time. ►    Any payment made under this plan is subject to the Company's recoupment policy. ►    With respect to any employee, the Company reserves the right to reduce or even cancel incentive awards in the event an employee has demonstrated an inadequate level of performance, whether or not the applicable performance metrics have been met. ►    Adjustments may be made to the financial metrics for closure costs, impairment charges and other related charges, severance costs, net loss or gain on the disposition of assets, strategic capital expenditures and similar items. ►    Adjustments may be made to the productivity and the cost metrics for specific reasons such as market downtime, major variation in grade mix, major changes in input price, restructuring or reorganization costs, and similar items. ►    Any adjustment to the performance metrics has to be formally approved before implementation. ►    Awards under the STIP are to be paid in a lump sum no later than March 15, 2023.

This plan text replaces and supersedes any and all prior versions and summary fact sheet. It is gender neutral and the masculine form is used only to facilitate its reading.
July 2022	1/7

	2022 Short-Term Incentive Plan
	United States

Company Performance Metrics & Weighting Eighty-five percent (85%) of the incentive payout is calculated based on the performance of the Company and its divisions. The table below contains corporate and divisional performance metrics. Company Performance Metrics1 1Expressed in U.S. dollars. 2For woodland operations, these metrics will be replaced by fiber cost delivered to the mill. 3Excluding incentive and equity compensation costs. 4Performance metrics differ for the Wood Products sales force, the division of Hydro-Saguenay and Asset Performance Group. 5Improvement of the days sales outstanding. 6The frequency of safety incidents is the OSHA incident rate measured by the number of recordable incidents (lost time plus temporary assignments or restricted work plus medical treatments), multiplied by 200,000 and divided by the total number of hours worked. The calculation methodology for the mills/divisions varies from the calculation methodology for corporate employees. 7The severity of safety incidents is measured by the number of days lost due to lost time incidents and incidents resulting in temporary assignments or restricted work, multiplied by 200,000 and divided by the total number of hours worked. . The calculation methodology for the mills/divisions varies from the calculation methodology for corporate employees. 8Performance is based on the results of the Company, provided that i) pulp and paper mill employees will not be entitled to a payout for the environmental metric if the number of Class 1 & 2 incidents recorded at their respective mill is 4 or.greater and ii) employees of other facilities and divisions will not be entitled to a payout for the environmental metric if the number of Class 1 & 2 incidents recorded at their respective facility or division is 2 or greater.

This plan text replaces and supersedes any and all prior versions and summary fact sheet. It is gender neutral and the masculine form is used only to facilitate its reading.
July 2022	2/7

	2022 Short-Term Incentive Plan
	United States

Company Performance Weighting

Weighting and performance metrics differ for the Wood Products sales force, the division of Hydro-Saguenay and Asset Performance Group.

1Average operations’ payout for corporate employees.

2Weighted average of divisions’ results, including corporate employees.

3See note 8 of the previous table.

4Weighted average of divisions’ results

5For woodland operations, these metrics are replaced by fiber cost delivered to the mill

This plan text replaces and supersedes any and all prior versions and summary fact sheet. It is gender neutral and the masculine form is used only to facilitate its reading.
July 2022	3/7

	2022 Short-Term Incentive Plan
	United States

Individual Performance Component Fifteen percent (15%) of the incentive payout is calculated based the individual performance of each eligible employee. An Individual Performance Component has been created to better align short-term incentive awards with each eligible employee’s performance. The individual performance payout for each employee will be determined based on each employee’s individual contribution during the performance period, as assessed by management, exercising managerial judgment and subject to the availability of funds in the pool. The individual performance payout can fall in the range of 0% to 30%. In establishing the individual performance payout for each employee, managers consider the following elements during the performance period: Except for the Executive Team (President and Chief Executive Officer and Senior Vice Presidents), the individual performance pool is set at 15% of eligible employees’ incentive targets. However, if the actual achievement of performance metrics by a mill or a division exceeds 100%, the available pool will increase to correspond to 15% of eligible employees’ incentive targets multiplied by the actual performance payout of such mill or division. The portion of the award attributed to individual performance will be calculated as follows:

This plan text replaces and supersedes any and all prior versions and summary fact sheet. It is gender neutral and the masculine form is used only to facilitate its reading.
July 2022	4/7

	2022 Short-Term Incentive Plan
	United States

	For the Executive Team, the individual performance pool is set at 15% of their incentive targets multiplied by the actual achievement of Corporate performance measures. The portion of the award attributed to individual performance will be calculated as follows:
Maximum and Minimum Payout	The overall maximum incentive payout under the STIP payable 1) to the members of the Executive Team and 2) to the employees in grades 25 and above for the Company performance portion of the incentive payout, cannot exceed 5% of the free cash flow (FCF) generated by the Company in 2022 (maximum available envelope). If the total amount determined based on actual achievement of performance metrics exceeds the maximum available envelope, the incentive awards payable 1) to the members of the Executive Team and 2) to the employees in grades 25 and above for the Company performance portion of the incentive payout, are reduced on a prorata basis. If the total payout determined based on actual achievement of performance metrics is lower than the maximum available envelope, the excess envelope is not distributed to participants.
Cash Flow Measure	For purpose of the STIP, free cash flow is defined as net cash provided by operating activities, less maintenance, safety and environmental capital expenditures, adjusted for: ►    Cash reorganization and restructuring costs ►    Optional pension contributions towards past service ►    Other special items
Final Payout Calculation for employees in grades 24 and below
Final Payout Calculation for employees in grades 25 and above

This plan text replaces and supersedes any and all prior versions and summary fact sheet. It is gender neutral and the masculine form is used only to facilitate its reading.
July 2022	5/7

	2022 Short-Term Incentive Plan
	United States

Final Payout Calculation for Executive Team

New Hires Employees hired into a regular position on or before September 30, 2022 are eligible to participate in the STIP on a prorated basis, effective upon their date of hire. Employees hired into a regular position on or after October 1, 2022 are not eligible for participation in the STIP. Promotion or Status Changes ►    If an employee is promoted or demoted to a position covered by a different incentive payout level, any incentive payout calculation will be prorated for time spent in respective positions. In either case, the base salary rate used to determine the prorated incentive payout will be the base salary rate in effect at December 31, 202. ►    If an employee is transferred internally, any incentive payout calculation will be prorated for time spent in respective locations or groups. The base salary rate used to determine the prorated incentive payout will be the base salary rate in effect at December 31, 2022. ►    If an employee’s status changes from temporary salaried, unionized salaried or hourly to regular non-unionized salaried (and vice versa) during the performance period, the employee will be eligible to participate for time spent as a regular non-unionized salaried employee, and any incentive payout calculation will be prorated for time spent as a regular non-unionized salaried employee. The base salary rate used to determine the prorated incentive payout will be the base salary rate in effect at December 31, 2022. ►    If an employee’s status changes between non-exempt and exempt during the year, the incentive payout will be calculated based on eligible earnings for time spent as a non-exempt employee and on the base salary as of December 31, 2022 for time spent as an exempt employee. Termination ►    An employee who retires or who dies during the performance period will be entitled to receive a prorated incentive payout, based on actual achievement for time as an active eligible employee, if and when the Board approves the incentive payouts and does not otherwise cancel payment. For the purpose of this plan, employees are deemed to retire if they are age 58 or above on their last day of active work and have completed at least 2 years of continuous service. Nevertheless, employees who hand in their resignation to start new employment within 3 months of their last day of work are considered to have resigned and not deemed to retire. Notwithstanding the above, the Company reserves the right, at its discretion, to make the final decision on award eligibility. ►    Employees who are involuntarily terminated and whose last day of active work is on or before June 30, 2022 will not be entitled to receive an incentive payout, unless they are deemed to retire pursuant to the previous paragraph.

This plan text replaces and supersedes any and all prior versions and summary fact sheet. It is gender neutral and the masculine form is used only to facilitate its reading.
July 2022	6/7

	2022 Short-Term Incentive Plan
	United States

►    An employee who is involuntarily terminated and whose last day of active work is on or after July 1, 2022 will be entitled to receive a prorata amount of an incentive payout, based on actual achievement for time as an active eligible employee, if and when the Board approves the incentive payouts and does not otherwise cancel payment.

►    Employees who hand in their resignation before payment is made will not be eligible to receive an award.

►    Notwithstanding anything to the contrary, employees who are terminated for cause, as determined at the discretion of the Company or their specific employer, whether during the performance period or after the performance period and before actual payouts, will not receive an award.

Leaves

►    Leave without pay: The length of the leave is not included in the calculation of any incentive payout.

►    Short-term absence due to illness: The length of the absence is included in the calculation of the incentive payout if it is a bona fide absence pursuant to the disability medical leave procedure.

►    Long-term absence due to illness (time on long-term disability): The length of the absence is not included in the calculation of the incentive payout.

Approved by:

Remi G. Lalonde

President and Chief Executive Officer

This plan text replaces and supersedes any and all prior versions and summary fact sheet. It is gender neutral and the masculine form is used only to facilitate its reading.
July 2022	7/7

EX-10.3

EXHIBIT 10.3

AMENDMENT TO THE

RESOLUTE FOREST PRODUCTS EQUITY INCENTIVE PLAN

EMPLOYEE NONQUALIFIED STOCK OPTION AGREEMENT

This Amendment to the Employee Nonqualified Stock Option Agreements (the “Agreements”) dated as of November 8, 2012 and November 6, 2013 granted under the Resolute Forest Products Equity Incentive Plan (previously named the AbitibiBowater Inc. 2010 Equity Incentive Plan), effective as of December 9, 2010, is made effective as of May 27, 2022 between Resolute Forest Products Inc., a Delaware corporation (the “Company”) and [Participant Name]. This Amendment is included in and made part of the respective Agreements.

1. The last sentence of Section 4 of the Agreements is hereby amended and restated in its entirety to read as follows:

(b) Notwithstanding the foregoing, if, on the last day on which the Option remains exercisable at the end of the 10 year term pursuant to the last sentence of Section 3 the Fair Market Value exceeds the Exercise Price, the Participant has not exercised the Option, and the Option has not expired, such Option shall be deemed to have been exercised by the Participant on such last day by means of a net exercise and the Company shall deliver to the Participant the number of shares of Stock for which the Option was deemed exercised less such number of shares of Stock required to be withheld to cover the payment of the Exercise Price and all applicable required withholding taxes, which portion of the Stock shall be delivered by the Company to its transfer agent who will sell them on behalf of the Participant in order to pay the exercise price and the withholding tax; provided that the foregoing shall also apply if the expiration of the 10 year term occurs during a blackout period and whether or not the Participant holds material nonpublic information on such date, notwithstanding provisions of the Company’s Insider Trading Policy as such deemed exercise will occur automatically and without an investment decision by the Participant; and provided further that no such sale of the net shares of Stock shall be permitted during a blackout period or while the Participant holds material nonpublic information.

2. This Amendment has no effect on the other terms of the Agreements and the Agreements shall otherwise continue in effect.

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by a duly authorized officer on July 4, 2022.

RESOLUTE FOREST PRODUCTS INC.

By: __________________________________

EX-10.4

EXHIBIT 10.4

1010, rue De La Gauchetière Ouest, bureau 400

Montréal, Québec, H3B 2N2 Canada

T 514-875-2160 resolutefp.com

June 23, 2022

*This is a translation from the signed agreement in French

Mr. Yves Laflamme

Re: Agreement between Yves Laflamme and Resolute FP Canada Inc.

Yves,

I am pleased to confirm the renewal of your appointment as Special Advisor to the President and Chief Executive Officer. The terms and conditions of the agreements dated April 9, 2021, and March 30, 2022, remain unchanged, except for the salary, the term and termination, which are amended as follows:

Date of Appointment & Term

This agreement becomes effective on July 1, 2022.

Annual Base Salary

As of your date of appointment, your base salary will be at a annual rate of $100,000 in nominal value, less applicable deductions, payable in semi-monthly installments. The semi-monthly installments will be deposited directly into your personal bank account. Your annual salary includes your representation of Resolute at the board of directors of Serres Toundra and your involvement in certain mandates in relation to this agreement.

Your base salary will be subject to the Company’s currency policy for executives. For 2022, 63.5% of your base salary will be denominated in Canadian dollars and 36.5% will be denominated in US dollars, up and until the Company modifies this ratio.

Termination

The term of your employment will be for twelve months from the effective date, terminating on June 30, 2023. Either party may, at any time and for cause, terminate unilaterally the present agreement without prior notice.

If you have any questions concerning this offer, please let me know.

Best regards,

/s/ Remi G. Lalonde

Remi G. Lalonde

President and Chief Executive Officer

I have read the herein letter and hereby accept these terms and conditions.

/s/ Yves Laflamme	July 28, 2022
Yves Laflamme	Date

EX-31.1

EXHIBIT 31.1

Certification

I, Remi G. Lalonde, certify that:

1.I have reviewed this quarterly report on Form 10-Q for the quarterly period ended June 30, 2022 of RESOLUTE FOREST PRODUCTS INC.;

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: August 4, 2022

/s/ Remi G. Lalonde

Remi G. Lalonde

President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Certification

I, Sylvain A. Girard, certify that:

1.I have reviewed this quarterly report on Form 10-Q for the quarterly period ended June 30, 2022 of RESOLUTE FOREST PRODUCTS INC.;

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: August 4, 2022

/s/ Sylvain A. Girard

Sylvain A. Girard

Senior Vice President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

Certification

Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of RESOLUTE FOREST PRODUCTS INC. (the “Company”), hereby certifies, to such officer’s knowledge, that the Company’s quarterly report on Form 10‑Q for the quarter ended June 30, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 4, 2022	/s/ Remi G. Lalonde
	Name: Remi G. Lalonde
	Title: President and Chief Executive Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Resolute Forest Products Inc. and will be retained by Resolute Forest Products Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and is not being filed as part of the Report or as a separate disclosure document.

EX-32.2

EXHIBIT 32.2

Certification

Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of RESOLUTE FOREST PRODUCTS INC. (the “Company”), hereby certifies, to such officer’s knowledge, that the Company’s quarterly report on Form 10‑Q for the quarter ended June 30, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 4, 2022	/s/ Sylvain A. Girard
	Name: Sylvain A. Girard
	Title: Senior Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Resolute Forest Products Inc. and will be retained by Resolute Forest Products Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and is not being filed as part of the Report or as a separate disclosure document.

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Cover - shares	6 Months Ended
	Jun. 30, 2022	Jul. 29, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2022
Document Transition Report	false
Entity File Number	001-33776
Entity Registrant Name	RESOLUTE FOREST PRODUCTS INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-0526415
Entity Address, Address Line One	1010 De La Gauchetière Street West
Entity Address, Address Line Two	Suite 400
Entity Address, City	Montreal
Entity Address, Province	QC
Entity Address, Country	CA
Entity Address, Postal Zip Code	H3B 2N2
City Area Code	514
Local Phone Number	875-2160
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	RFP
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		76,797,541
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity Central Index Key	0001393066
Current Fiscal Year End Date	--12-31

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CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Sales	$ 1,058	$ 1,140	$ 2,003	$ 2,013
Costs and expenses:
Depreciation and amortization	35	40	67	81
Selling, general and administrative expenses	40	36	76	82
Closure costs, impairment and other related charges (Note 3)	5	(1)	9	2
Net loss on disposition of assets	3	0	2	0
Operating income	217	406	452	583
Interest expense	(6)	(5)	(11)	(11)
Non-operating pension and other postretirement benefit (costs) credits	(3)	3	(10)	5
Other income (expense), net (Note 4)	13	(49)	58	(94)
Income before income taxes	221	355	489	483
Income tax benefit (provision) (Note 12)	35	(87)	(23)	(127)
Net income including noncontrolling interest	256	268	466	356
Net income attributable to noncontrolling interest	0	0	0	(1)
Net income attributable to Resolute Forest Products Inc.	$ 256	$ 268	$ 466	$ 355
Net income per share attributable to Resolute Forest Products Inc. common shareholders (Note 6):
Basic (USD per share)	$ 3.32	$ 3.37	$ 6.02	$ 4.42
Diluted (USD per share)	$ 3.29	$ 3.34	$ 5.97	$ 4.39
Weighted-average number of Resolute Forest Products Inc. common shares outstanding:
Basic (shares)	77.5	79.5	77.4	80.4
Diluted (shares)	78.2	80.3	78.2	81.1
Product
Costs and expenses:
Cost of sales, excluding depreciation, amortization and distribution costs	$ 647	$ 566	$ 1,194	$ 1,088
Distribution costs
Costs and expenses:
Cost of sales, excluding depreciation, amortization and distribution costs	$ 111	$ 93	$ 203	$ 177

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Statement of Comprehensive Income [Abstract]
Net income including noncontrolling interest	$ 256	$ 268	$ 466	$ 356
Unamortized prior service costs
Change in unamortized prior service costs (Note 5)	0	(2)	0	(3)
Income tax provision	0	0	0	0
Change in unamortized prior service costs, net of tax	0	(2)	0	(3)
Unamortized actuarial losses
Change in unamortized actuarial losses (Note 5)	16	19	45	68
Income tax provision	(4)	(4)	(8)	(16)
Change in unamortized actuarial losses, net of tax	12	15	37	52
Foreign currency translation	(1)	0	0	0
Other comprehensive income, net of tax	11	13	37	49
Comprehensive income including noncontrolling interest	267	281	503	405
Comprehensive income attributable to noncontrolling interest	0	0	0	(1)
Comprehensive income attributable to Resolute Forest Products Inc.	$ 267	$ 281	$ 503	$ 404

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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 355	$ 112
Accounts receivable, net:
Trade	314	257
Other	53	56
Inventories, net (Note 7)	599	510
Other current assets	58	54
Total current assets	1,379	989
Fixed assets, less accumulated depreciation of $1,811 and $1,752 as of June 30, 2022 and December 31, 2021, respectively	1,274	1,270
Amortizable intangible assets, less accumulated amortization of $39 and $37 as of June 30, 2022 and December 31, 2021, respectively	56	57
Goodwill (Note 2)	85	31
Deferred income tax assets	615	653
Operating lease right-of-use assets	56	54
Other assets (Note 8)	572	484
Total assets	4,037	3,538
Current liabilities:
Accounts payable and other (Note 9)	491	421
Current portion of long-term debt (Note 10)	2	2
Current portion of operating lease liabilities	8	8
Total current liabilities	501	431
Long-term debt, net of current portion (Note 10)	300	300
Pension and other postretirement benefit obligations	1,070	1,151
Deferred income tax liabilities	2	0
Operating lease liabilities, net of current portion	52	51
Other liabilities	90	88
Total liabilities	2,015	2,021
Commitments and contingencies (Note 13)
Resolute Forest Products Inc. shareholders’ equity:
Common stock, $0.001 par value. 121.3 million shares issued and 76.8 million shares outstanding as of June 30, 2022; 121.2 million shares issued and 76.8 million shares outstanding as of December 31, 2021	0	0
Additional paid-in capital	3,811	3,807
Deficit	(543)	(1,009)
Accumulated other comprehensive loss (Note 5)	(1,025)	(1,062)
Treasury stock at cost, 44.5 million shares and 44.4 million shares as of June 30, 2022 and December 31, 2021, respectively	(224)	(222)
Total Resolute Forest Products Inc. shareholders’ equity	2,019	1,514
Noncontrolling interest	3	3
Total equity	2,022	1,517
Total liabilities and equity	$ 4,037	$ 3,538

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CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Millions, $ in Millions	Jun. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Accumulated depreciation on fixed assets	$ 1,811	$ 1,752
Accumulated amortization on intangible assets	$ 39	$ 37
Common stock, par value (USD per share)	$ 0.001	$ 0.001
Common stock issued (shares)	121.3	121.2
Common stock outstanding (shares)	76.8	76.8
Treasury stock (shares)	44.5	44.4

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CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($)	Total	Common Stock	Additional Paid-In Capital	Deficit	Accumulated Other Comprehensive Loss	Treasury Stock	Non-controlling Interest
Balance at beginning of period at Dec. 31, 2020	$ 1,082,000,000	$ 0	$ 3,804,000,000	$ (1,235,000,000)	$ (1,314,000,000)	$ (174,000,000)	$ 1,000,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation, net of withholding taxes	(1,000,000)		(1,000,000)
Net income	356,000,000			355,000,000			1,000,000
Purchases of treasury stock	(20,000,000)					(20,000,000)
Special dividend (Note 14)	(79,000,000)		2,000,000	(81,000,000)
Stock unit awards vested, net of shares forfeited for employee withholding taxes	0
Other comprehensive income, net of tax	49,000,000				49,000,000
Balance at end of period at Jun. 30, 2021	1,387,000,000	0	3,805,000,000	(961,000,000)	(1,265,000,000)	(194,000,000)	2,000,000
Balance at beginning of period at Mar. 31, 2021	1,187,000,000	0	3,802,000,000	(1,148,000,000)	(1,278,000,000)	(191,000,000)	2,000,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation, net of withholding taxes	1,000,000		1,000,000
Net income	268,000,000			268,000,000
Purchases of treasury stock	(3,000,000)					(3,000,000)
Special dividend (Note 14)	(79,000,000)		2,000,000	(81,000,000)
Other comprehensive income, net of tax	13,000,000				13,000,000
Balance at end of period at Jun. 30, 2021	1,387,000,000	0	3,805,000,000	(961,000,000)	(1,265,000,000)	(194,000,000)	2,000,000
Balance at beginning of period at Dec. 31, 2021	1,517,000,000	0	3,807,000,000	(1,009,000,000)	(1,062,000,000)	(222,000,000)	3,000,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation, net of withholding taxes	4,000,000		4,000,000
Net income	466,000,000			466,000,000
Purchases of treasury stock	(2,000,000)					(2,000,000)
Special dividend (Note 14)	0
Stock unit awards vested, net of shares forfeited for employee withholding taxes	0
Other comprehensive income, net of tax	37,000,000				37,000,000
Balance at end of period at Jun. 30, 2022	2,022,000,000	0	3,811,000,000	(543,000,000)	(1,025,000,000)	(224,000,000)	3,000,000
Balance at beginning of period at Mar. 31, 2022	1,752,000,000	0	3,808,000,000	(799,000,000)	(1,036,000,000)	(224,000,000)	3,000,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation, net of withholding taxes	3,000,000		3,000,000
Net income	256,000,000			256,000,000
Special dividend (Note 14)	0
Other comprehensive income, net of tax	11,000,000				11,000,000
Balance at end of period at Jun. 30, 2022	$ 2,022,000,000	$ 0	$ 3,811,000,000	$ (543,000,000)	$ (1,025,000,000)	$ (224,000,000)	$ 3,000,000

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CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - shares	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Treasury stock acquired (shares)	125,482	2,092,348
Common Stock
Stock unit awards vested, net of shares forfeited for employee withholding taxes (shares)	100,000	400,000

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities:
Net income including noncontrolling interest	$ 466	$ 356
Adjustments to reconcile net income including noncontrolling interest to net cash provided by operating activities:
Share-based compensation	5	3
Depreciation and amortization	67	81
Closure costs, impairment and other related charges	2	0
Deferred income taxes	20	127
Net pension contributions and other postretirement benefit payments	(24)	(47)
Gain on previously-held equity investments (Note 2)	(42)	0
Net loss on disposition of assets	2	0
Loss (gain) on translation of foreign currency denominated deferred income taxes	10	(24)
(Gain) loss on translation of foreign currency denominated pension and other postretirement benefit obligations	(15)	32
Net planned major maintenance amortization (payments)	14	(9)
Changes in working capital:
Accounts receivable	(49)	(61)
Inventories	(69)	(30)
Other current assets	(14)	(2)
Accounts payable and other	63	36
Other, net	(8)	13
Net cash provided by operating activities	428	475
Cash flows from investing activities:
Cash invested in fixed assets	(37)	(47)
Acquisitions of businesses, net of cash acquired (Note 2)	(50)	0
Disposition of assets	5	0
Increase in countervailing and anti-dumping duty cash deposits on softwood lumber (Note 8)	(103)	(89)
Other investing activities, net	0	3
Net cash used in investing activities	(185)	(133)
Cash flows from financing activities:
Issuance of long-term debt (Note 10)	0	300
Repayments of debt (Note 10)	(1)	(557)
Purchases of treasury stock (Note 14)	(2)	(20)
Payments of financing fees	0	(7)
Other financing activities, net	0	2
Net cash used in financing activities	(3)	(282)
Effect of exchange rate changes on cash and cash equivalents, and restricted cash	(2)	0
Net increase in cash and cash equivalents, and restricted cash	238	60
Cash and cash equivalents, and restricted cash:
Beginning of period	152	159
End of period	390	219
Cash and cash equivalents, and restricted cash at end of period:
Cash and cash equivalents	355	177
Restricted cash (included in “Other assets”)	$ 35	$ 42

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Organization and Basis of Presentation

6 Months Ended

Jun. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Basis of Presentation

Note 1. Organization and Basis of Presentation

Nature of operations

Resolute Forest Products Inc. (with its subsidiaries, either individually or collectively, unless otherwise indicated, referred to as “Resolute Forest Products,” “we,” “our,” “us,” “Parent,” or the “Company”) is incorporated in Delaware. We are a global leader in the forest products industry with a diverse range of products, including market pulp, tissue, wood products and paper, which are marketed in over 60 countries. We own or operate some 40 facilities as well as power generation assets, in the U.S. and Canada.

Financial statements

Our unaudited interim consolidated financial statements and accompanying notes (or, the “Consolidated Financial Statements”) have been prepared in accordance with the requirements of the U.S. Securities and Exchange Commission (or, the “SEC”) for interim reporting. Under those rules, certain footnotes and other financial information that are normally required by U.S. generally accepted accounting principles (or, “GAAP”) may be condensed or omitted. In our opinion, all adjustments (consisting of normal recurring adjustments) necessary for the fair statement of the Consolidated Financial Statements have been made. All amounts are expressed in U.S. dollars, unless otherwise indicated. The results for the interim period ended June 30, 2022, are not necessarily indicative of the results to be expected for the full year. These Consolidated Financial Statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 1, 2022. Certain prior period amounts in the notes to our Consolidated Financial Statements have been reclassified to conform to the 2022 presentation.

New accounting pronouncement adopted in 2022

ASU 2021-08 “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”

Effective January 1, 2022, we adopted ASU 2021-08, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” issued by the Financial Accounting Standards Board in 2021, which revises the accounting for acquired revenue contracts with customers in a business combination. The adoption of this accounting guidance, which was applied prospectively, did not impact our Consolidated Financial Statements and disclosures.

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Business Acquisitions

6 Months Ended

Jun. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Business Acquisitions

Note 2. Business Acquisitions

Larouche and St-Prime

On March 4, 2022 (or, the “Acquisition Date”), we acquired control of Resolute-LP Engineered Wood Larouche Inc. and Resolute-LP Engineered Wood St-Prime Limited Partnership (or, “Larouche and St-Prime”), that were previously held as 50% owned joint ventures, by acquiring the remaining 50% equity interests from Louisiana-Pacific Canada Ltd., a wholly-owned subsidiary of Louisiana-Pacific Corporation, for a cash consideration of $51 million (including $1 million of working capital adjustment, and net of cash acquired of $8 million), subject to post-closing adjustments. Larouche and St-Prime, which are engineered wood product facilities located in Quebec, produce I-joists for the construction industry. This acquisition solidifies our presence in the engineered wood product segment.

We accounted for our previously held equity investments in Larouche and St-Prime using the equity method of accounting since we had joint control prior to acquiring a controlling interest on the Acquisition Date.

We accounted for the acquisition of Larouche and St-Prime as a business combination in accordance with the acquisition method of accounting, which requires us to record the identifiable assets acquired and liabilities assumed at fair value. The amount by which the purchase price exceeds the fair value of the net assets acquired is recorded as goodwill.

The following table summarizes our preliminary allocation of the purchase price to the fair values of assets acquired and liabilities assumed at the Acquisition Date:

(Unaudited, in millions)
Cash and cash equivalents	$	16
Accounts receivable		10
Inventories		16
Current assets acquired	$	42
Fixed assets (1)	$	28
Goodwill (2)		54
Total assets acquired and goodwill (3)	$	124
Accounts payable and other	$	3
Current liabilities assumed		3
Pension and other postretirement benefit obligations		1
Deferred income tax liabilities		2
Total liabilities assumed	$	6
Net assets acquired	$	118
Cash consideration transferred		59
Fair value of the previously held interests in Larouche and St-Prime		59
Total fair value of consideration	$	118

(1)We recognized a $22 million increase from the preliminary valuation of fixed assets reported as of March 31, 2022.

(2)The revision of our preliminary allocation of the purchase price reported as of March 31, 2022, resulted in a reduction of $19 million of goodwill. The goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized and is mostly attributable to securing downstream integration and the Larouche and St-Prime assembled workforce. Goodwill has been assigned to the wood products segment, and is included in such segment for goodwill impairment testing purposes. The total amount of goodwill is not deductible for tax purposes.

(3)Since our preliminary purchase price allocation, we have determined that there were no identifiable intangible assets.

The allocation of the purchase price to assets acquired and liabilities assumed was based upon a preliminary valuation for all items and may be subject to adjustment during the 12-month measurement period following the Acquisition Date since we are finalizing the assumptions in regards to the fair values of these assets and liabilities.

The allocation of the purchase price was based on management’s estimate of the fair values of the acquired identifiable assets and assumed liabilities using valuation techniques including income, cost and market approaches. We utilized both the cost and market approaches to value fixed assets (Level 3).

At the Acquisition Date, our previously-held equity investments of $17 million were remeasured at a fair value of $59 million, which resulted in a gain of $42 million. The gain was recorded in “Other income (expense), net” in our Consolidated Statements of Operations for the six months ended June 30, 2022.

We applied an income approach, specifically the discounted cash flow (or, the “DCF”) method, to measure the fair value of our equity interest in Larouche and St-Prime, as of immediately prior to the business acquisition. Determining fair value requires the exercise of significant judgments, including the amount and timing of expected future cash flows, discount rate and tax rate. The cash flows employed in the DCF analysis are based on our best estimate of future sales, earnings and cash flows after considering factors such as general market conditions, existing firm orders, long-term business plans and recent operating performance. The discount rate utilized in the DCF analysis is based on the respective company’s weighted average cost of capital, which takes into account the relative weights of each component of capital structure (equity and debt) and represents the expected cost of new capital, adjusted as appropriate to consider the risk inherent in future cash flows of the Company.

We ceased applying the equity method for our investments in Larouche and St-Prime and the net assets acquired and results of operations are consolidated from the Acquisition Date and are included in the wood products segment.

From the Acquisition Date to June 30, 2022, our consolidated financial results included sales of $80 million and net income of $18 million attributable to Larouche and St-Prime.

The following unaudited pro forma information for the three and six months ended June 30, 2022, represents our results of operations as if the acquisition of Larouche and St-Prime had occurred on January 1, 2021. This pro forma information does not purport to be indicative of the results that would have occurred for the periods presented or that may be expected in the future.

	Three Months Ended June 30,				Six Months Ended June 30,
(Unaudited, in millions)	2022		2021		2022		2021
Sales	$	1,058	$	1,163	$	2,023	$	2,050
Net income attributable to Resolute Forest Products Inc. (1)	$	252	$	270	$	434	$	390

(1)For the pro forma information, the gain on previously-held equity investments of $42 million was considered realized in the six months ended June 30, 2021, and deducted from the six months ended June 30, 2022.

Purchase of cogeneration facility

On April 1, 2022, we acquired a 34.5 megawatt cogeneration facility in Senneterre (Quebec) for $8 million, including a contingent consideration. With this acquisition, we will maximize the use of biomass from our regional operations.

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Closure Costs, Impairment and Other Related Charges

6 Months Ended

Jun. 30, 2022

Restructuring and Related Activities [Abstract]

Closure Costs, Impairment and Other Related Costs

Note 3. Closure Costs, Impairment and Other Related Charges

In December 2021, the Company announced the indefinite idling of pulp and paper operations at our Calhoun (Tennessee) mill. We have revised our expected 2022 additional cash closure costs, disclosed in our December 31, 2021 Consolidated Financial Statements, from $32 million, previously-revised to $22 million in the first quarter, to $12 million, due to lower than expected chemical disposal costs. During the three and six months ended June 30, 2022, we recognized $1 million and $7 million, respectively, of these costs.

In March 2021, the Company announced the indefinite idling of the Amos and Baie-Comeau (Quebec) paper mills. During the three and six months ended June 30, 2022, we recognized additional other costs of $4 million for the Baie-Comeau paper mill.

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Other Income (Expense), Net

6 Months Ended

Jun. 30, 2022

Other Income and Expenses [Abstract]

Other Income (Expense), Net

Note 4. Other Income (Expense), Net

Other income (expense), net for the three and six months ended June 30, 2022 and 2021, was comprised of the following:

	Three Months Ended June 30,				Six Months Ended June 30,
(Unaudited, in millions)	2022		2021		2022		2021
Foreign exchange gain (loss)	$	11	$	(6)	$	8	$	(11)
(Loss) gain on commodity contracts (1)		—		(49)		2		(86)
Income from equity method investments		1		4		7		4
Gain on previously-held equity investments (Note 2)		1		—		42		—
Miscellaneous income (expense)		—		2		(1)		(1)
	$	13	$	(49)	$	58	$	(94)

(1)The losses for the three and six months ended June 30, 2021, were principally related to lumber futures contracts; none of these contracts were outstanding as of June 30, 2022 and 2021.

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Accumulated Other Comprehensive Loss

6 Months Ended

Jun. 30, 2022

Equity [Abstract]

Accumulated Other Comprehensive Loss

Note 5. Accumulated Other Comprehensive Loss

The change in our accumulated other comprehensive loss by component (net of tax) for the three and six months ended June 30, 2022 and 2021, was as follows:

(Unaudited, in millions)	Unamortized Prior Service Costs		Unamortized Actuarial Losses		Foreign Currency Translation		Total
Balance as of March 31, 2022	$	(5)	$	(1,026)	$	(5)	$	(1,036)
Other comprehensive loss before reclassifications		—		—		(1)		(1)
Amounts reclassified from accumulated other comprehensive loss		—		12		—		12
Net current period other comprehensive income (loss)		—		12		(1)		11
Balance as of June 30, 2022	$	(5)	$	(1,014)	$	(6)	$	(1,025)
(Unaudited, in millions)	Unamortized Prior Service Costs		Unamortized Actuarial Losses		Foreign Currency Translation		Total
Balance as of December 31, 2021	$	(5)	$	(1,051)	$	(6)	$	(1,062)
Other comprehensive income before reclassifications (1)		—		10		—		10
Amounts reclassified from accumulated other comprehensive loss		—		27		—		27
Net current period other comprehensive income		—		37		—		37
Balance as of June 30, 2022	$	(5)	$	(1,014)	$	(6)	$	(1,025)

(1)    The indefinite idling of pulp and paper operations at our Calhoun mill triggered pension special termination benefit costs and remeasurement of the pension and other postretirement benefit (or, “OPEB”) obligations related to its plans as of January 31, 2022, resulting in a loss of $4 million and an actuarial gain of $14 million, totaling a net gain of $10 million ($10 million net of tax).

(Unaudited, in millions)	Unamortized Prior Service Costs		Unamortized Actuarial Losses		Foreign Currency Translation		Total
Balance as of March 31, 2021	$	(2)	$	(1,270)	$	(6)	$	(1,278)
Amounts reclassified from accumulated other comprehensive loss		(2)		15		—		13
Net current period other comprehensive (loss) income		(2)		15		—		13
Balance as of June 30, 2021	$	(4)	$	(1,255)	$	(6)	$	(1,265)
(Unaudited, in millions)	Unamortized Prior Service Costs		Unamortized Actuarial Losses		Foreign Currency Translation		Total
Balance as of December 31, 2020	$	(1)	$	(1,307)	$	(6)	$	(1,314)
Other comprehensive income before reclassifications (1)		—		22		—		22
Amounts reclassified from accumulated other comprehensive loss		(3)		30		—		27
Net current period other comprehensive (loss) income		(3)		52		—		49
Balance as of June 30, 2021	$	(4)	$	(1,255)	$	(6)	$	(1,265)

(1)    The indefinite idling of the Amos and Baie-Comeau mills triggered curtailment and remeasurement of the pension and OPEB obligations related to their plans as of March 31, 2021, resulting in a curtailment gain of $8 million and an actuarial gain of $22 million, totaling $30 million ($22 million net of tax).

The reclassifications out of accumulated other comprehensive loss for the three and six months ended June 30, 2022 and 2021, were comprised of the following:

	Three Months Ended June 30,				Six Months Ended June 30,
(Unaudited, in millions)	2022		2021		2022		2021		Affected Line in the Consolidated Statements of Operations
Unamortized Prior Service Costs
Amortization of prior service costs or credits	$	—	$	(2)	$	—	$	(2)	Non-operating pension and other postretirement benefit (costs) credits (1)
Curtailment gain		—		—		—		(1)	Non-operating pension and other postretirement benefit (costs) credits (1)
Income tax effect of the above		—		—		—		—	Income tax benefit (provision)
Net of tax		—		(2)		—		(3)
Unamortized Actuarial Losses
Amortization of actuarial losses		16		19		32		38	Non-operating pension and other postretirement benefit (costs) credits (1)
Other items		—		—		3		—	Non-operating pension and other postretirement benefit (costs) credits (1)
Income tax effect of the above		(4)		(4)		(8)		(8)	Income tax benefit (provision)
Net of tax		12		15		27		30
Total Reclassifications	$	12	$	13	$	27	$	27

(1)These items are included in the computation of net periodic benefit cost (credit) related to our pension and OPEB plans summarized in Note 11, “Employee Benefit Plans.”

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Net Income Per Share

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Net Income Per Share

Note 6. Net Income Per Share

The reconciliation of the basic and diluted net income per share for the three and six months ended June 30, 2022 and 2021, was as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(Unaudited, in millions, except per share amounts)	2022		2021		2022		2021
Numerator:
Net income attributable to Resolute Forest Products Inc.	$	256	$	268	$	466	$	355
Denominator:
Weighted-average number of Resolute Forest Products Inc. common shares outstanding		77.5		79.5		77.4		80.4
Dilutive impact of nonvested stock unit awards and stock options		0.7		0.8		0.8		0.7
Diluted weighted-average number of Resolute Forest Products Inc. common shares outstanding		78.2		80.3		78.2		81.1
Net income per share attributable to Resolute Forest Products Inc. common shareholders:
Basic	$	3.32	$	3.37	$	6.02	$	4.42
Diluted	$	3.29	$	3.34	$	5.97	$	4.39

The weighted-average number of outstanding stock options and nonvested equity-classified restricted stock units, deferred stock units and performance stock units (collectively, “stock unit awards”) that were excluded from the calculation of diluted net income per share, as their impact would have been antidilutive, for the three and six months ended June 30, 2022 and 2021, was as follows:

	Three Months Ended June 30,		Six Months Ended June 30,
(Unaudited, in millions)	2022	2021	2022	2021
Stock options	0.3	0.4	0.3	0.5
Stock unit awards	—	—	—	—

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Inventories, Net

6 Months Ended

Jun. 30, 2022

Inventory Disclosure [Abstract]

Inventories, Net

Note 7. Inventories, Net

Inventories, net as of June 30, 2022 and December 31, 2021, were comprised of the following:

(Unaudited, in millions)	June 30, 2022		December 31, 2021
Raw materials	$	157	$	159
Work in process		78		57
Finished goods		207		148
Mill stores and other supplies		157		146
	$	599	$	510

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Other Assets

6 Months Ended

Jun. 30, 2022

Other Assets [Abstract]

Other Assets

Note 8. Other Assets

Other assets as of June 30, 2022 and December 31, 2021, were comprised of the following:

(Unaudited, in millions)	June 30, 2022		December 31, 2021
Countervailing duty cash deposits on softwood lumber (Note 13)	$	402	$	339
Anti-dumping duty cash deposits on softwood lumber (Note 13)		98		58
Equity method investments		11		22
Restricted cash		35		40
Other		26		25
	$	572	$	484

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Accounts Payable and Other

6 Months Ended

Jun. 30, 2022

Payables and Accruals [Abstract]

Accounts Payable and Other

Note 9. Accounts Payable and Other

Accounts payable and other as of June 30, 2022 and December 31, 2021, were comprised of the following:

(Unaudited, in millions)	June 30, 2022		December 31, 2021
Trade accounts payable	$	351	$	262
Accrued compensation		69		89
Accrued interest		6		6
Pension and other postretirement benefit obligations		14		14
Accrued provision related to Fibrek Inc. litigation (Note 13)		21		21
Income and other taxes payable		6		4
Other		24		25
	$	491	$	421

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Long-Term Debt

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Long-term Debt

Note 10. Long-Term Debt

Overview

Long-term debt, including current portion, as of June 30, 2022 and December 31, 2021, was comprised of the following:

(Unaudited, in millions)	June 30, 2022		December 31, 2021
4.875% senior unsecured notes due 2026:
Principal amount	$	300	$	300
Deferred financing costs		(4)		(5)
Total 4.875% senior unsecured notes due 2026		296		295
Finance lease obligations		5		6
Other debt		1		1
Total debt		302		302
Less: Current portion of finance lease obligations and other debt		(2)		(2)
Long-term debt, net of current portion	$	300	$	300

Debt availabilities

(Unaudited, in millions)	June 30, 2022		December 31, 2021
Term Loan Facility	$	180	$	180
Revolving Credit Facility		180		180
ABL Credit Facility (1)		377		307
Secured delayed draw term loan facility (C$220 million as of June 30, 2022 and December 31, 2021)		171		174
Total availability	$	908	$	841

(1)The availability as of June 30, 2022, was $377 million, net of $73 million of ordinary course letters of credit outstanding, of which $53 million were to guarantee surety bonds of $83 million related to the U.S. softwood lumber cash deposits. The availability as of December 31, 2021, was $307 million, net of $73 million of ordinary course letters of credit outstanding, of which $53 million were to guarantee surety bonds of $83 million related to the U.S. softwood lumber cash deposits.

Senior Unsecured Notes

2026 Notes

On February 2, 2021, we issued $300 million aggregate principal amount of 4.875% senior unsecured notes due 2026 (or, the “2026 Notes”) at an issue price of 100%, pursuant to an indenture as of that date. Upon their issuance, the 2026 Notes were recorded at their fair value of $300 million. Interest on the 2026 Notes is payable semi-annually on March 1 and September 1 of each year, beginning on September 1, 2021, until their maturity date of March 1, 2026. In connection with the issuance of the 2026 Notes, we incurred financing costs of $6 million, which were deferred and recorded as a reduction of the principal. Deferred financing costs are amortized to “Interest expense” in our Consolidated Statements of Operations using the interest method over the term of the notes.

The fair value of the 2026 Notes (Level 1) was $270 million as of June 30, 2022.

2023 Notes

On February 2, 2021, we placed the net proceeds from the issuance of the 2026 Notes together with additional cash, into trust for the benefit of the holders of the 5.875% senior unsecured notes due 2023 (or, the “2023 Notes”) to redeem all of the $375 million outstanding aggregate principal amount of the 2023 Notes (or, the “Redemption”) at a price of 100% of the aggregate principal amount thereof, plus accrued and unpaid interest to, but not including, the redemption date. The Redemption occurred on February 18, 2021. As a result of the repurchase, we recorded a net loss on extinguishment of debt of

$3 million in “Other income (expense), net” in our Consolidated Statement of Operations for the six months ended June 30, 2021.

Senior Secured Credit Facility

On April 19, 2021 (or, the “Effective Date”), we entered into a first amendment to the amended and restated senior secured credit facility (or, the “Senior Secured Credit Facility”). The amount available under the Senior Secured Credit Facility remains unchanged for up to $360 million and is comprised of a term loan facility of up to $180 million with a delayed draw period of up to three years and the choice of maturities of six to ten years from the date of drawing (or, the “Term Loan Facility”); and a six-year revolving credit facility of up to $180 million (or, the “Revolving Credit Facility”). On the Effective Date, we repaid our $180 million term loans under the amended and restated senior secured credit facility with a combination of proceeds of borrowings under the Revolving Credit Facility and cash on hand. The amendment then reinstated the full amount of the Term Loan Facility. There is also an uncommitted option to increase the Senior Secured Credit Facility by up to an additional $360 million, subject to certain terms and conditions.

The obligations under the Senior Secured Credit Facility are guaranteed by certain material U.S. subsidiaries of the Company and are secured by a first priority mortgage on the real property of the Company’s facility in Calhoun and a first priority security interest on the fixtures and equipment located therein. On March 2, 2022, the Company entered into agreements to provide the following additional security under the Senior Secured Credit Facility: (i) a first priority mortgage on the real property of the Company’s sawmill facilities in Glenwood and El Dorado (Arkansas) and a first priority security interest on the fixtures and equipment located therein, and (ii) a first priority security interest on the fixtures and equipment at the Company’s sawmill facility in Cross City (Florida).

ABL Credit Facility

On May 14, 2019, we entered into an amended senior secured asset-based revolving credit facility (or, the “ABL Credit Facility”) with an aggregate lender commitment of up to $500 million at any time outstanding, subject to borrowing base availability based on specified advance rates, eligibility criteria and customary reserves.

Effective January 21, 2021, we reduced the commitment under the Canadian tranche of our senior secured asset-based revolving credit facility by $50 million, to $250 million, resulting in an aggregate commitment of $450 million, subject to borrowing base limitations. The obligations under the ABL Credit Facility are guaranteed by certain of our material subsidiaries.

On December 15, 2021, we entered into an amendment to the credit agreement, which reset the facility and extended the maturity date to December 15, 2026. The agreement also contains hardwired benchmark replacement provisions for future transition of the London Interbank Offered Rate and may be amended based on agreed upon Environmental, Social and Governance key performance indicators as described in the credit agreement.

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Employee Benefit Plans

6 Months Ended

Jun. 30, 2022

Retirement Benefits [Abstract]

Employee Benefit Plans

Note 11. Employee Benefit Plans

Pension and other postretirement benefit plans

The components of net periodic benefit costs (credits) relating to our pension and OPEB plans for the three and six months ended June 30, 2022 and 2021, were as follows:

Pension Plans:

	Three Months Ended June 30,				Six Months Ended June 30,
(Unaudited, in millions)	2022		2021		2022		2021
Interest cost	$	35	$	34	$	71	$	67
Expected return on plan assets		(49)		(55)		(98)		(109)
Amortization of actuarial losses		18		20		35		41
Non-operating pension costs (credits)		4		(1)		8		(1)
Service cost		4		4		7		8
Net periodic benefit costs before special events		8		3		15		7
Other loss (gain)		—		—		3		(1)
	$	8	$	3	$	18	$	6

OPEB Plans:

	Three Months Ended June 30,				Six Months Ended June 30,
(Unaudited, in millions)	2022		2021		2022		2021
Interest cost	$	1	$	1	$	2	$	2
Amortization of actuarial gains		(2)		(1)		(3)		(3)
Amortization of prior service credits		—		(2)		—		(2)
Non-operating other postretirement benefit credits		(1)		(2)		(1)		(3)
Service cost		—		—		—		—
Net periodic benefit credits before special events		(1)		(2)		(1)		(3)
Other		—		—		—		—
	$	(1)	$	(2)	$	(1)	$	(3)

Defined contribution plans

Our expense for the defined contribution plans totaled $4 million for the three months ended June 30, 2022 and 2021, and $9 million for the six months ended June 30, 2022 and 2021.

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Income Taxes

6 Months Ended

Jun. 30, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Note 12. Income Taxes

The income tax benefit (provision) attributable to income before income taxes differs from the amounts computed by applying the U.S. federal statutory income tax rate of 21% for the three and six months ended June 30, 2022 and 2021, as a result of the following:

	Three Months Ended June 30,				Six Months Ended June 30,
(Unaudited, in millions)	2022		2021		2022		2021
Income before income taxes	$	221	$	355	$	489	$	483
Income tax benefit (provision):
Expected income tax provision		(47)		(74)		(103)		(101)
Changes resulting from:
Valuation allowance		153		70		186		78
Foreign exchange		(9)		1		(7)		3
U.S. tax on non-U.S. earnings		(43)		(65)		(72)		(83)
State income taxes, net of federal income tax benefit		(2)		—		(3)		2
Foreign tax rate differences		(11)		(19)		(24)		(27)
Other, net		(6)		—		—		1
	$	35	$	(87)	$	(23)	$	(127)

During the three and six months ended June 30, 2022, we released $153 million and $186 million, respectively, of the $673 million valuation allowance on our U.S. net deferred income tax assets that existed at January 1, 2022. Of the released amount, $105 million was to offset future projected tax implications of the global intangible low-taxed income (or, “GILTI”) inclusion, which impacted the overall effective tax rate. The remaining amounts released were mainly to offset tax implications relating to the GILTI inclusion for the three and six months ended June 30, 2022.

During the three and six months ended June 30, 2021, we used $70 million and $78 million, respectively, of deferred income tax assets that were fully reserved to offset mainly the tax implications relating to the GILTI.

At each reporting period, we assess whether it is more likely than not that the deferred income tax assets will be realized, based on the review of all available positive and negative evidence, including future reversals of existing taxable temporary differences, estimates of future taxable income, past operating results, and prudent and feasible tax planning strategies.

In our evaluation process, we give the most weight to historical income or losses. During the second quarter of 2022, after evaluating all available positive and negative evidence, although realization is not assured, we determined that it is more likely than not that the $105 million of the U.S. net deferred income tax assets released during the quarter, will be realized in the future prior to expiration. The key factor contributing to the conclusion that the positive evidence ultimately outweighed existing negative evidence during the second quarter of 2022 is the continuous GILTI inclusion. The rapidly changing dynamics in the wood products, pulp and paper segments resulted in significant GILTI inclusions, for the first half of 2022 and the 2021 year. We expect significant GILTI inclusions for the second half of 2022 and some future periods based on future projected income. These significant GILTI inclusions have created or are expected to create U.S. taxable income, which is, or expected to be entirely offset by existing U.S. tax attributes included in deferred income tax assets that have been fully reserved.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 13. Commitments and Contingencies

Legal matters

We become involved in various legal proceedings, claims and governmental inquiries, investigations, and other disputes in the normal course of business, including matters related to contracts, commercial and trade disputes, taxes, environmental issues, activist damages, employment and workers’ compensation claims, grievances, human rights complaints, pension and benefit plans and obligations, health and safety, product safety and liability, asbestos exposure, financial reporting and disclosure obligations, corporate governance, Indigenous peoples’ claims, antitrust, governmental regulations, and other matters. Although the final outcome is subject to many variables and cannot be predicted with any degree of certainty, we regularly assess the status of the matters and establish provisions (including legal costs expected to be incurred) when we believe an adverse outcome is probable, and the amount can be reasonably estimated. Any recovery from litigation or settlement of claims that is a

gain contingency is recognized if, and when, realized or realizable. Except as described below and for claims that cannot be assessed due to their preliminary nature, we believe that the ultimate disposition of these matters outstanding or pending as of June 30, 2022, will not have a material adverse effect on our Consolidated Financial Statements.

Asbestos-related lawsuits

We are involved in a number of asbestos-related lawsuits filed primarily in U.S. state courts, including certain cases involving multiple defendants. These lawsuits principally allege direct or indirect personal injury or death resulting from exposure to asbestos-containing premises. While we dispute the plaintiffs’ allegations and intend to vigorously defend these claims, the ultimate resolution of these matters cannot be determined at this time. These lawsuits frequently involve claims for unspecified compensatory and punitive damages, and we are unable to reasonably estimate a range of possible losses, which may not be covered in whole or in part by our insurance coverage. However, unfavorable rulings, judgments or settlement terms could materially impact our Consolidated Financial Statements. Hearings for certain of these matters are scheduled to occur in 2022.

Countervailing duty and anti-dumping investigations on softwood lumber

On November 25, 2016, countervailing duty and anti-dumping petitions were filed with the U.S. Department of Commerce (or, “Commerce”) and the U.S. International Trade Commission (or, “ITC”) by certain U.S. softwood lumber products producers and forest landowners, requesting that the U.S. government impose countervailing and anti-dumping duties on Canadian-origin softwood lumber products exported to the U.S. One of our subsidiaries was identified in the petitions as being a Canadian exporting producer of softwood lumber products to the U.S. and was selected as a mandatory respondent to be investigated by Commerce in both the countervailing duty and anti-dumping investigations.

Countervailing Duties – On April 24, 2017, Commerce announced its preliminary determination in the countervailing duty investigation; as a result, from April 28, 2017 to August 25, 2017, we were required to pay cash deposits to the U.S. Customs and Border Protection agency (or, “U.S. Customs”) at a rate of 12.82% for countervailing duties on the vast majority of our U.S. imports of Canadian-produced softwood lumber. On November 2, 2017, Commerce issued its final determination in the countervailing investigation; as a result, from December 28, 2017 to November 30, 2020, we were required to pay cash deposits to U.S. Customs at a new rate of 14.70%. On November 23, 2020, Commerce issued its final determination in the first administrative review of the countervailing investigation; as a result, from December 1, 2020 to December 1, 2021, we were required to pay cash deposits to U.S. Customs at a rate of 19.10%. On November 24, 2021, Commerce issued its final determination in the second administrative review of the countervailing investigation; as a result, since December 2, 2021, we have been required to pay cash deposits to U.S. Customs at a new rate of 18.07%. On August 4, 2022, Commerce issued its final determination in the third administrative review of the countervailing investigation; as a result, we will be required to pay cash deposits to U.S. Customs at a new rate of 10.10% that will take effect shortly upon the publication of the final determination in the U.S. Federal Register. Through June 30, 2022, our cash deposits totaled $402 million.

Anti-dumping Duties – On June 26, 2017, Commerce announced its preliminary determination in the anti-dumping investigation; as a result, from June 30, 2017 to November 7, 2017, we were required to pay cash deposits to U.S. Customs at a rate of 4.59% for anti-dumping duties on the vast majority of our U.S. imports of Canadian-produced softwood lumber. On November 2, 2017, Commerce issued its final determination in the anti-dumping investigation; as a result, from November 8, 2017 to November 29, 2020, we were required to pay cash deposits to U.S. Customs at a new rate of 3.20%. On November 23, 2020, Commerce issued its final determination in the first administrative review of the anti-dumping investigation; as a result, from November 30, 2020 to December 1, 2021, we were required to pay cash deposits to U.S. Customs at a rate of 1.15%. On November 24, 2021, Commerce issued its final determination in the second administrative review of the anti-dumping investigation; as a result, since December 2, 2021, we have been required to pay cash deposits to U.S. Customs at a new rate of 11.59%. On August 4, 2022, Commerce issued its final determination in the third administrative review of the anti-dumping investigation; as a result, we will be required to pay cash deposits to U.S. Customs at a new rate of 4.76% that will take effect shortly upon the publication of the final determination in the U.S. Federal Register. Through June 30, 2022, our cash deposits totaled $98 million.

Ongoing Administrative Reviews – Following Commerce’s completion of the Canadian softwood lumber investigation and the first and second administrative reviews, two further administrative reviews remain pending. On March 4, 2021, Commerce published a notice initiating the third administrative review of the countervailing duty and anti-dumping orders on softwood lumber products from Canada. We were selected as a mandatory respondent for the third administrative review of the countervailing duty order and we have responded to Commerce with the information requested to date. On March 9, 2022, Commerce published a notice initiating the fourth administrative review of the countervailing duty and anti-dumping orders on

softwood lumber products from Canada. According to Commerce’s decision published on April 27, 2022, we were not selected as a mandatory respondent for the fourth administrative review of the countervailing duty order.

Ongoing Appellate Reviews – On December 14, 2017 and January 4, 2018, we filed complaints supporting appellate reviews of the final results of Commerce’s countervailing and anti-dumping investigations on softwood lumber from Canada, respectively, before a binational panel formed pursuant to the North American Free Trade Agreement or United States-Mexico-Canada Agreement, as the case may be (or, “Panel”). Briefing for these appeals has been completed, but the constitution of the Panels and scheduling of the hearings remain pending. Further, on January 6, 2021 and January 19, 2021, we filed our complaints supporting appellate Panel reviews of the final results in the countervailing and anti-dumping first administrative reviews, and on January 12, 2022, we filed similar complaints with respect to the second administrative reviews.

ITC Injury Determination – In parallel, on December 28, 2017, the ITC published its affirmative final injury determinations in the anti-dumping and countervailing investigations on softwood lumber from Canada. On September 4, 2019, a Panel issued an interim decision upholding the affirmative final injury determinations of the ITC in both investigations of softwood lumber products from Canada. The Panel remanded the ITC to reconsider several findings and ordered the ITC to submit its redetermination on remand within 90 days from the date of the Panel interim decision. On December 19, 2019, the ITC issued its redetermination on remand that maintained the affirmative final injury determinations, and on May 22, 2020, the Panel issued its final decision and affirmed in its entirety the ITC’s injury determination on remand.

WTO Appeal – In addition, on August 24, 2020, the World Trade Organization’s (or, “WTO”) dispute panel issued a report (or, the “Panel Report”) in the case brought by the government of Canada in “United States — Countervailing Measures on Softwood Lumber from Canada” (DS533), concluding, among other things, that Commerce acted inconsistently with the Agreement on Subsidies and Countervailing Measures on most of the matters. On September 28, 2020, the United States notified the WTO’s dispute settlement body of its decision to appeal the Panel Report.

Financial assurance – We are required by U.S. Customs to provide surety bonds to secure the payment of our cash deposits. As of June 30, 2022, we had unpaid deposits of $17 million related to products exported to the U.S. up to the end of the quarter since our last payment and we had $83 million of surety bonds outstanding in favor of U.S. Customs, of which $53 million were secured by letters of credit. See Note 10, “Long-Term Debt – ABL Credit Facility” for more information.

We are not presently able to determine the ultimate resolution of these matters, but we believe it is not probable that we will ultimately be assessed with significant duties, if any, on our U.S. imports of Canadian-produced softwood lumber products. Accordingly, no contingent loss was recorded in respect of these petitions in our Consolidated Statements of Operations, and our cash deposits are recorded in “Other assets” in our Consolidated Balance Sheets.

Fibrek acquisition

Effective July 31, 2012, we completed the final step of the transaction pursuant to which we acquired the remaining 25.40% of the outstanding Fibrek Inc. shares, following the approval of Fibrek’s shareholders on July 23, 2012, and the issuance of a final order by the Quebec Superior Court in Canada (or, the “Quebec Superior Court”) approving the arrangement on July 27, 2012. Certain former shareholders of Fibrek exercised rights of dissent in respect of the transaction, asking for a judicial determination of the fair value of their claim under the Canada Business Corporations Act. On September 26, 2019, the Quebec Superior Court rendered a decision fixing the fair value of the shares of the dissenting shareholders at C$1.99 per share, or C$31 million in aggregate, plus interest and an additional indemnity, for a total estimated at C$44 million payable in cash. We had previously accrued C$14 million for the payment of the dissenting shareholders’ claims. Following the court decision, we accrued an additional C$30 million ($23 million), and as a result recorded $23 million in “Other expense, net” in our Consolidated Statement of Operations for the year ended on December 31, 2019. Of the total amount of C$44 million, C$19 million ($14 million) was payable immediately and paid on October 2, 2019. The remaining balances of C$27 million ($21 million) as of June 30, 2022 and December 31, 2021, which includes accrued interest, are recorded in “Accounts payable and other” in our Consolidated Balance Sheets. We are appealing the decision, therefore the payment of any additional consideration and its timing will depend on the outcome of the appeal. On November 13, 2019, a legal hypothec in the amount of C$30 million was registered on our Saint-Félicien (Quebec) immovable and movable property to secure the payment of any additional amounts following the outcome of the appeal. The hearing in this matter is expected to occur in the next 12 months.

Partial wind-ups of pension plans

On June 12, 2012, we filed a motion for directives with the Quebec Superior Court, the court with jurisdiction in the creditor protection proceedings under the Companies’ Creditors Arrangement Act (Canada) (or, the “CCAA Creditor Protection

Proceedings”), seeking an order to prevent pension regulators in each of Quebec, New Brunswick, and Newfoundland and Labrador from declaring partial wind-ups of pension plans relating to employees of former operations in New Brunswick, and Newfoundland and Labrador, or a declaration that any claim for accelerated reimbursements of deficits arising from a partial wind-up is a barred claim under the CCAA Creditor Protection Proceedings. We contend, among other things, that any such declaration, if issued, would be inconsistent with the Quebec Superior Court’s sanction order confirming the CCAA debtors’ CCAA Plan of Reorganization and Compromise, as amended, and the terms of our emergence from the CCAA Creditor Protection Proceedings. A partial wind-up would likely shorten the period in which any deficit within those plans, which could reach up to C$150 million ($117 million), would have to be funded if we do not obtain the relief sought. The hearing in this matter has not yet been scheduled but could occur in the next 12 months.

Contingent gain

In 2016, we filed a lawsuit against Greenpeace International, Greenpeace Inc. and certain individuals related to loss of business following false allegations concerning the impact of our harvesting operations in certain regions in Quebec. The claims alleged certain damages resulting from defamation and unfair competition. The total amount for damages claimed is substantial but the amount and timing of the ultimate recovery is uncertain. As a result, any recovery from this litigation or settlement of this claim is a contingent gain and will be recognized if, and when, realized or realizable.

Environmental matters

We are subject to a number of federal or national, state, provincial, and local environmental laws, regulations, and orders in various jurisdictions. We believe our operations are in material compliance with current applicable environmental laws and regulations. Environmental regulations promulgated and orders issued in the future could require substantial additional expenditures for compliance and could have a material impact on us, in particular, and the industry in general.

We have environmental liabilities of $17 million and $13 million recorded as of June 30, 2022 and December 31, 2021, respectively, primarily related to environmental remediation related to closed sites. The amount of these liabilities represents management’s estimate of the ultimate settlement based on an assessment of relevant factors and assumptions and could be affected by changes in facts or assumptions not currently known to management for which the outcome cannot be reasonably estimated at this time.

We also have asset retirement obligations of $37 million and $36 million recorded as of June 30, 2022 and December 31, 2021, respectively, primarily consisting of liabilities associated with landfills, sludge basins and the dismantling of retired assets.

These liabilities are included in “Accounts payable and other” and “Other liabilities” in our Consolidated Balance Sheets.

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Share Capital

6 Months Ended

Jun. 30, 2022

Equity [Abstract]

Share Capital

Note 14. Share Capital

Treasury stock

On December 7, 2021, we announced a new share repurchase program, authorized by our board of directors, of up to ten million shares of our common stock or $100 million, whichever occurs first. We repurchased no shares during the three months ended June 30, 2022, and 125,482 shares at an average price of $11.34 for a total of $2 million during the six months ended June 30, 2022.

On March 2, 2020, our board of directors authorized a share repurchase program of up to 15% of our common stock, for an aggregate consideration of up to $100 million. During the three and six months ended June 30, 2021, we repurchased 343,894 shares at an average price of $11.21 for a total of $3 million and 2,092,348 shares at an average price of $9.78 for a total of $20 million, respectively. This share repurchase program was completed in December 2021.

Dividends

We did not declare or pay any dividends on our common stock during the three and six months ended June 30, 2022. We declared a special dividend of $1.00 per share ($79 million) on our common stock during the three and six months ended June 30, 2021, which was recorded in “Accounts payable and other” in our Consolidated Balance Sheet as of June 30, 2021. The dividend was paid to shareholders on July 7, 2021.

Under some of our compensation plans, participants are credited additional units when a dividend is declared. The impact of the special dividend was as follows: for the three and six months ended June 30, 2021, $3 million was recognized as a

compensation expense, and $2 million as an increase in deficit and in additional paid-in capital; and $3 million as an increase in liabilities as of June 30, 2021.

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Segment Information

6 Months Ended

Jun. 30, 2022

Segment Reporting [Abstract]

Segment Information

Note 15. Segment Information

We manage our business based on the products we manufacture. Accordingly, our reportable segments correspond to our principal product lines: market pulp, tissue, wood products and paper.

None of the income or loss items following “Operating income” in our Consolidated Statements of Operations are allocated to our segments, since those items are reviewed separately by management. For the same reason, closure costs, impairment and other related charges, gains and losses on disposition of assets, as well as other discretionary charges or credits are not allocated to our segments. We allocate depreciation and amortization expense to our segments, although the related fixed assets and amortizable intangible assets are not allocated to segment assets. Additionally, all selling, general and administrative expenses are allocated to our segments, with the exception of certain discretionary charges and credits, which we present under “corporate and other.”

Information about certain segment data for the three and six months ended June 30, 2022 and 2021, was as follows:

(Unaudited, in millions)	Market Pulp (1)		Tissue		Wood Products (2)		Paper		Segment Total		Corporate and Other		Total
Sales
Second quarter
2022	$	238	$	52	$	482	$	286	$	1,058	$	—	$	1,058
2021	$	199	$	35	$	664	$	242	$	1,140	$	—	$	1,140
First six months
2022	$	422	$	100	$	945	$	536	$	2,003	$	—	$	2,003
2021	$	375	$	77	$	1,094	$	467	$	2,013	$	—	$	2,013
Depreciation and amortization
Second quarter
2022	$	7	$	4	$	11	$	10	$	32	$	3	$	35
2021	$	6	$	4	$	10	$	16	$	36	$	4	$	40
First six months
2022	$	11	$	9	$	22	$	19	$	61	$	6	$	67
2021	$	12	$	9	$	21	$	31	$	73	$	8	$	81
Operating income (loss)
Second quarter
2022	$	41	$	(9)	$	180	$	37	$	249	$	(32)	$	217
2021	$	30	$	(7)	$	405	$	(7)	$	421	$	(15)	$	406
First six months
2022	$	63	$	(18)	$	399	$	62	$	506	$	(54)	$	452
2021	$	34	$	(9)	$	626	$	(31)	$	620	$	(37)	$	583

(1)Inter-segment sales were $14 million and $8 million for the three months ended June 30, 2022 and 2021, respectively, and $28 million and $15 million for the six months ended June 30, 2022 and 2021, respectively. These inter-segment sales, which were transacted at either the lowest market price of the previous month or cost, were excluded from market pulp sales.

(2)Wood products sales to our previously-held joint ventures, which were transacted at arm’s length negotiated prices, were $20 million for three months ended June 30, 2021, and were $12 million for the period up to the Acquisition Date and $33 million for the six months ended June 30, 2021. See Note 2, “Business Acquisitions” for more information.

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Subsequent Event

6 Months Ended

Jun. 30, 2022

Subsequent Events [Abstract]

Subsequent Event

Note 16. Subsequent Events

The following significant events occurred subsequent to June 30, 2022:

•On July 5, 2022, Resolute and Paper Excellence Group, through its wholly-owned subsidiary Domtar Corporation (or, “Domtar”), entered into a business combination agreement (or, the “Transaction”) under which Domtar will acquire all of the issued and outstanding common shares of Resolute for $20.50 per share, in cash, without interest, and one contractual contingent value right per share (or, the “CVR”).

Under the CVR, stockholders will receive any refunds on approximately $500 million of deposits on softwood lumber duties paid by Resolute through June 30, 2022, including any interest thereon, net of certain expenses and of applicable tax and withholding. Any proceeds attributable to the CVR will be distributed proportionally to the CVR holders, and the value will ultimately be determined by the terms and timing of the resolution of the softwood lumber dispute between Canada and the United States. The terms and timing of such resolution is uncertain.

The Board has unanimously approved the Transaction. The Transaction is subject to stockholder approval of the majority of the outstanding shares of Resolute at a stockholders' meeting (or, the “Special Meeting”) to be held in early fall. In addition to stockholder approval, the Transaction is subject to applicable regulatory approvals and the satisfaction of certain other customary closing conditions. A significant stockholder of Resolute, which holds approximately 40% of the outstanding shares, has entered into a voting and support agreement to vote its shares in favor of the Transaction. The Transaction is expected to close in the first half of 2023.

Further information regarding the Transaction will be included in the proxy statement that will be sent to stockholders in advance of the Special Meeting.

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Organization and Basis of Presentation (Policies)

6 Months Ended

Jun. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Financial statements

Financial statements

Our unaudited interim consolidated financial statements and accompanying notes (or, the “Consolidated Financial Statements”) have been prepared in accordance with the requirements of the U.S. Securities and Exchange Commission (or, the “SEC”) for interim reporting. Under those rules, certain footnotes and other financial information that are normally required by U.S. generally accepted accounting principles (or, “GAAP”) may be condensed or omitted. In our opinion, all adjustments (consisting of normal recurring adjustments) necessary for the fair statement of the Consolidated Financial Statements have been made. All amounts are expressed in U.S. dollars, unless otherwise indicated. The results for the interim period ended June 30, 2022, are not necessarily indicative of the results to be expected for the full year. These Consolidated Financial Statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 1, 2022. Certain prior period amounts in the notes to our Consolidated Financial Statements have been reclassified to conform to the 2022 presentation.

New accounting pronouncements

New accounting pronouncement adopted in 2022

ASU 2021-08 “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”

Effective January 1, 2022, we adopted ASU 2021-08, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” issued by the Financial Accounting Standards Board in 2021, which revises the accounting for acquired revenue contracts with customers in a business combination. The adoption of this accounting guidance, which was applied prospectively, did not impact our Consolidated Financial Statements and disclosures.

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Business Acquisitions (Tables)

6 Months Ended

Jun. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Final Allocation of Purchase Price of Fair Values of Assets Acquired and Liabilities Assumed

The following table summarizes our preliminary allocation of the purchase price to the fair values of assets acquired and liabilities assumed at the Acquisition Date:

(Unaudited, in millions)
Cash and cash equivalents	$	16
Accounts receivable		10
Inventories		16
Current assets acquired	$	42
Fixed assets (1)	$	28
Goodwill (2)		54
Total assets acquired and goodwill (3)	$	124
Accounts payable and other	$	3
Current liabilities assumed		3
Pension and other postretirement benefit obligations		1
Deferred income tax liabilities		2
Total liabilities assumed	$	6
Net assets acquired	$	118
Cash consideration transferred		59
Fair value of the previously held interests in Larouche and St-Prime		59
Total fair value of consideration	$	118

(1)We recognized a $22 million increase from the preliminary valuation of fixed assets reported as of March 31, 2022.

(2)The revision of our preliminary allocation of the purchase price reported as of March 31, 2022, resulted in a reduction of $19 million of goodwill. The goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized and is mostly attributable to securing downstream integration and the Larouche and St-Prime assembled workforce. Goodwill has been assigned to the wood products segment, and is included in such segment for goodwill impairment testing purposes. The total amount of goodwill is not deductible for tax purposes.

(3)Since our preliminary purchase price allocation, we have determined that there were no identifiable intangible assets.

Schedule of Pro Forma Information

The following unaudited pro forma information for the three and six months ended June 30, 2022, represents our results of operations as if the acquisition of Larouche and St-Prime had occurred on January 1, 2021. This pro forma information does not purport to be indicative of the results that would have occurred for the periods presented or that may be expected in the future.

	Three Months Ended June 30,				Six Months Ended June 30,
(Unaudited, in millions)	2022		2021		2022		2021
Sales	$	1,058	$	1,163	$	2,023	$	2,050
Net income attributable to Resolute Forest Products Inc. (1)	$	252	$	270	$	434	$	390

(1)For the pro forma information, the gain on previously-held equity investments of $42 million was considered realized in the six months ended June 30, 2021, and deducted from the six months ended June 30, 2022.

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Other Income (Expense), Net (Tables)

6 Months Ended

Jun. 30, 2022

Other Income and Expenses [Abstract]

Schedule of Other Income (Expense), Net

Other income (expense), net for the three and six months ended June 30, 2022 and 2021, was comprised of the following:

	Three Months Ended June 30,				Six Months Ended June 30,
(Unaudited, in millions)	2022		2021		2022		2021
Foreign exchange gain (loss)	$	11	$	(6)	$	8	$	(11)
(Loss) gain on commodity contracts (1)		—		(49)		2		(86)
Income from equity method investments		1		4		7		4
Gain on previously-held equity investments (Note 2)		1		—		42		—
Miscellaneous income (expense)		—		2		(1)		(1)
	$	13	$	(49)	$	58	$	(94)

(1)The losses for the three and six months ended June 30, 2021, were principally related to lumber futures contracts; none of these contracts were outstanding as of June 30, 2022 and 2021.

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Accumulated Other Comprehensive Loss (Tables)

6 Months Ended

Jun. 30, 2022

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Loss by Component (Net of Tax)

The change in our accumulated other comprehensive loss by component (net of tax) for the three and six months ended June 30, 2022 and 2021, was as follows:

(Unaudited, in millions)	Unamortized Prior Service Costs		Unamortized Actuarial Losses		Foreign Currency Translation		Total
Balance as of March 31, 2022	$	(5)	$	(1,026)	$	(5)	$	(1,036)
Other comprehensive loss before reclassifications		—		—		(1)		(1)
Amounts reclassified from accumulated other comprehensive loss		—		12		—		12
Net current period other comprehensive income (loss)		—		12		(1)		11
Balance as of June 30, 2022	$	(5)	$	(1,014)	$	(6)	$	(1,025)
(Unaudited, in millions)	Unamortized Prior Service Costs		Unamortized Actuarial Losses		Foreign Currency Translation		Total
Balance as of December 31, 2021	$	(5)	$	(1,051)	$	(6)	$	(1,062)
Other comprehensive income before reclassifications (1)		—		10		—		10
Amounts reclassified from accumulated other comprehensive loss		—		27		—		27
Net current period other comprehensive income		—		37		—		37
Balance as of June 30, 2022	$	(5)	$	(1,014)	$	(6)	$	(1,025)

(1)    The indefinite idling of pulp and paper operations at our Calhoun mill triggered pension special termination benefit costs and remeasurement of the pension and other postretirement benefit (or, “OPEB”) obligations related to its plans as of January 31, 2022, resulting in a loss of $4 million and an actuarial gain of $14 million, totaling a net gain of $10 million ($10 million net of tax).

(Unaudited, in millions)	Unamortized Prior Service Costs		Unamortized Actuarial Losses		Foreign Currency Translation		Total
Balance as of March 31, 2021	$	(2)	$	(1,270)	$	(6)	$	(1,278)
Amounts reclassified from accumulated other comprehensive loss		(2)		15		—		13
Net current period other comprehensive (loss) income		(2)		15		—		13
Balance as of June 30, 2021	$	(4)	$	(1,255)	$	(6)	$	(1,265)
(Unaudited, in millions)	Unamortized Prior Service Costs		Unamortized Actuarial Losses		Foreign Currency Translation		Total
Balance as of December 31, 2020	$	(1)	$	(1,307)	$	(6)	$	(1,314)
Other comprehensive income before reclassifications (1)		—		22		—		22
Amounts reclassified from accumulated other comprehensive loss		(3)		30		—		27
Net current period other comprehensive (loss) income		(3)		52		—		49
Balance as of June 30, 2021	$	(4)	$	(1,255)	$	(6)	$	(1,265)

(1)    The indefinite idling of the Amos and Baie-Comeau mills triggered curtailment and remeasurement of the pension and OPEB obligations related to their plans as of March 31, 2021, resulting in a curtailment gain of $8 million and an actuarial gain of $22 million, totaling $30 million ($22 million net of tax).

Schedule of Reclassifications Out of Accumulated Other Comprehensive Loss

The reclassifications out of accumulated other comprehensive loss for the three and six months ended June 30, 2022 and 2021, were comprised of the following:

	Three Months Ended June 30,				Six Months Ended June 30,
(Unaudited, in millions)	2022		2021		2022		2021		Affected Line in the Consolidated Statements of Operations
Unamortized Prior Service Costs
Amortization of prior service costs or credits	$	—	$	(2)	$	—	$	(2)	Non-operating pension and other postretirement benefit (costs) credits (1)
Curtailment gain		—		—		—		(1)	Non-operating pension and other postretirement benefit (costs) credits (1)
Income tax effect of the above		—		—		—		—	Income tax benefit (provision)
Net of tax		—		(2)		—		(3)
Unamortized Actuarial Losses
Amortization of actuarial losses		16		19		32		38	Non-operating pension and other postretirement benefit (costs) credits (1)
Other items		—		—		3		—	Non-operating pension and other postretirement benefit (costs) credits (1)
Income tax effect of the above		(4)		(4)		(8)		(8)	Income tax benefit (provision)
Net of tax		12		15		27		30
Total Reclassifications	$	12	$	13	$	27	$	27

(1)These items are included in the computation of net periodic benefit cost (credit) related to our pension and OPEB plans summarized in Note 11, “Employee Benefit Plans.”

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Net Income Per Share (Tables)

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Schedule of Reconciliation of Basic and Diluted Net Income Per Share

The reconciliation of the basic and diluted net income per share for the three and six months ended June 30, 2022 and 2021, was as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(Unaudited, in millions, except per share amounts)	2022		2021		2022		2021
Numerator:
Net income attributable to Resolute Forest Products Inc.	$	256	$	268	$	466	$	355
Denominator:
Weighted-average number of Resolute Forest Products Inc. common shares outstanding		77.5		79.5		77.4		80.4
Dilutive impact of nonvested stock unit awards and stock options		0.7		0.8		0.8		0.7
Diluted weighted-average number of Resolute Forest Products Inc. common shares outstanding		78.2		80.3		78.2		81.1
Net income per share attributable to Resolute Forest Products Inc. common shareholders:
Basic	$	3.32	$	3.37	$	6.02	$	4.42
Diluted	$	3.29	$	3.34	$	5.97	$	4.39

Schedule of Outstanding Weighted-Average Stock Options and Nonvested Equity-Classified RSUs, DSUs and PSUs

The weighted-average number of outstanding stock options and nonvested equity-classified restricted stock units, deferred stock units and performance stock units (collectively, “stock unit awards”) that were excluded from the calculation of diluted net income per share, as their impact would have been antidilutive, for the three and six months ended June 30, 2022 and 2021, was as follows:

	Three Months Ended June 30,		Six Months Ended June 30,
(Unaudited, in millions)	2022	2021	2022	2021
Stock options	0.3	0.4	0.3	0.5
Stock unit awards	—	—	—	—

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Inventories, Net (Tables)

6 Months Ended

Jun. 30, 2022

Inventory Disclosure [Abstract]

Schedule of Inventories, Net

Inventories, net as of June 30, 2022 and December 31, 2021, were comprised of the following:

(Unaudited, in millions)	June 30, 2022		December 31, 2021
Raw materials	$	157	$	159
Work in process		78		57
Finished goods		207		148
Mill stores and other supplies		157		146
	$	599	$	510

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Other Assets (Tables)

6 Months Ended

Jun. 30, 2022

Other Assets [Abstract]

Schedule of Other Assets

Other assets as of June 30, 2022 and December 31, 2021, were comprised of the following:

(Unaudited, in millions)	June 30, 2022		December 31, 2021
Countervailing duty cash deposits on softwood lumber (Note 13)	$	402	$	339
Anti-dumping duty cash deposits on softwood lumber (Note 13)		98		58
Equity method investments		11		22
Restricted cash		35		40
Other		26		25
	$	572	$	484

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Accounts Payable and Other (Tables)

6 Months Ended

Jun. 30, 2022

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Other

Accounts payable and other as of June 30, 2022 and December 31, 2021, were comprised of the following:

(Unaudited, in millions)	June 30, 2022		December 31, 2021
Trade accounts payable	$	351	$	262
Accrued compensation		69		89
Accrued interest		6		6
Pension and other postretirement benefit obligations		14		14
Accrued provision related to Fibrek Inc. litigation (Note 13)		21		21
Income and other taxes payable		6		4
Other		24		25
	$	491	$	421

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Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Schedule of Long-Term Debt, Including Current Portion

Long-term debt, including current portion, as of June 30, 2022 and December 31, 2021, was comprised of the following:

(Unaudited, in millions)	June 30, 2022		December 31, 2021
4.875% senior unsecured notes due 2026:
Principal amount	$	300	$	300
Deferred financing costs		(4)		(5)
Total 4.875% senior unsecured notes due 2026		296		295
Finance lease obligations		5		6
Other debt		1		1
Total debt		302		302
Less: Current portion of finance lease obligations and other debt		(2)		(2)
Long-term debt, net of current portion	$	300	$	300

(Unaudited, in millions)	June 30, 2022		December 31, 2021
Term Loan Facility	$	180	$	180
Revolving Credit Facility		180		180
ABL Credit Facility (1)		377		307
Secured delayed draw term loan facility (C$220 million as of June 30, 2022 and December 31, 2021)		171		174
Total availability	$	908	$	841

(1)The availability as of June 30, 2022, was $377 million, net of $73 million of ordinary course letters of credit outstanding, of which $53 million were to guarantee surety bonds of $83 million related to the U.S. softwood lumber cash deposits. The availability as of December 31, 2021, was $307 million, net of $73 million of ordinary course letters of credit outstanding, of which $53 million were to guarantee surety bonds of $83 million related to the U.S. softwood lumber cash deposits.

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Employee Benefit Plans (Tables)

6 Months Ended

Jun. 30, 2022

Retirement Benefits [Abstract]

Schedule of Components of Net Periodic Benefit Cost Relating to Pension and OPEB Plans

The components of net periodic benefit costs (credits) relating to our pension and OPEB plans for the three and six months ended June 30, 2022 and 2021, were as follows:

Pension Plans:

	Three Months Ended June 30,				Six Months Ended June 30,
(Unaudited, in millions)	2022		2021		2022		2021
Interest cost	$	35	$	34	$	71	$	67
Expected return on plan assets		(49)		(55)		(98)		(109)
Amortization of actuarial losses		18		20		35		41
Non-operating pension costs (credits)		4		(1)		8		(1)
Service cost		4		4		7		8
Net periodic benefit costs before special events		8		3		15		7
Other loss (gain)		—		—		3		(1)
	$	8	$	3	$	18	$	6

OPEB Plans:

	Three Months Ended June 30,				Six Months Ended June 30,
(Unaudited, in millions)	2022		2021		2022		2021
Interest cost	$	1	$	1	$	2	$	2
Amortization of actuarial gains		(2)		(1)		(3)		(3)
Amortization of prior service credits		—		(2)		—		(2)
Non-operating other postretirement benefit credits		(1)		(2)		(1)		(3)
Service cost		—		—		—		—
Net periodic benefit credits before special events		(1)		(2)		(1)		(3)
Other		—		—		—		—
	$	(1)	$	(2)	$	(1)	$	(3)

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Income Taxes (Tables)

6 Months Ended

Jun. 30, 2022

Income Tax Disclosure [Abstract]

Schedule of Reconciliation of Statutory Tax Benefit (Provision) to Income Tax Benefit (Provision)

The income tax benefit (provision) attributable to income before income taxes differs from the amounts computed by applying the U.S. federal statutory income tax rate of 21% for the three and six months ended June 30, 2022 and 2021, as a result of the following:

	Three Months Ended June 30,				Six Months Ended June 30,
(Unaudited, in millions)	2022		2021		2022		2021
Income before income taxes	$	221	$	355	$	489	$	483
Income tax benefit (provision):
Expected income tax provision		(47)		(74)		(103)		(101)
Changes resulting from:
Valuation allowance		153		70		186		78
Foreign exchange		(9)		1		(7)		3
U.S. tax on non-U.S. earnings		(43)		(65)		(72)		(83)
State income taxes, net of federal income tax benefit		(2)		—		(3)		2
Foreign tax rate differences		(11)		(19)		(24)		(27)
Other, net		(6)		—		—		1
	$	35	$	(87)	$	(23)	$	(127)

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Segment Information (Tables)

6 Months Ended

Jun. 30, 2022

Segment Reporting [Abstract]

Schedule of Segment Reporting Information

Information about certain segment data for the three and six months ended June 30, 2022 and 2021, was as follows:

(Unaudited, in millions)	Market Pulp (1)		Tissue		Wood Products (2)		Paper		Segment Total		Corporate and Other		Total
Sales
Second quarter
2022	$	238	$	52	$	482	$	286	$	1,058	$	—	$	1,058
2021	$	199	$	35	$	664	$	242	$	1,140	$	—	$	1,140
First six months
2022	$	422	$	100	$	945	$	536	$	2,003	$	—	$	2,003
2021	$	375	$	77	$	1,094	$	467	$	2,013	$	—	$	2,013
Depreciation and amortization
Second quarter
2022	$	7	$	4	$	11	$	10	$	32	$	3	$	35
2021	$	6	$	4	$	10	$	16	$	36	$	4	$	40
First six months
2022	$	11	$	9	$	22	$	19	$	61	$	6	$	67
2021	$	12	$	9	$	21	$	31	$	73	$	8	$	81
Operating income (loss)
Second quarter
2022	$	41	$	(9)	$	180	$	37	$	249	$	(32)	$	217
2021	$	30	$	(7)	$	405	$	(7)	$	421	$	(15)	$	406
First six months
2022	$	63	$	(18)	$	399	$	62	$	506	$	(54)	$	452
2021	$	34	$	(9)	$	626	$	(31)	$	620	$	(37)	$	583

(1)Inter-segment sales were $14 million and $8 million for the three months ended June 30, 2022 and 2021, respectively, and $28 million and $15 million for the six months ended June 30, 2022 and 2021, respectively. These inter-segment sales, which were transacted at either the lowest market price of the previous month or cost, were excluded from market pulp sales.

(2)Wood products sales to our previously-held joint ventures, which were transacted at arm’s length negotiated prices, were $20 million for three months ended June 30, 2021, and were $12 million for the period up to the Acquisition Date and $33 million for the six months ended June 30, 2021. See Note 2, “Business Acquisitions” for more information.

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Organization and Basis of Presentation - Narrative (Details)	Jun. 30, 2022 country site
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of countries products are marketed in (approximate) | country	60
Number of manufacturing facilities (approximate) | site	40

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Business Acquisitions - Narrative (Details) $ in Millions			4 Months Ended	6 Months Ended
	Apr. 01, 2022 USD ($) MWh	Mar. 04, 2022 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)
Business Acquisition [Line Items]
Cash consideration paid, net of cash acquired				$ 50	$ 0
Cogeneration Facility Acquisition
Business Acquisition [Line Items]
Cogeneration facility acquired | MWh	34.5
Asset acquisition, consideration transferred, contingent consideration	$ 8
Resolute-LP Engineered Wood Larouche Inc. And Resolute-LP Engineered Wood St-Prime Limited Partnership
Business Acquisition [Line Items]
Equity interest (as percentage)		50.00%
Larouche and St-Prime
Business Acquisition [Line Items]
Proportion of outstanding shares acquired (as a percent)		50.00%
Cash consideration paid, net of cash acquired		$ 51
Purchase price adjustment		1
Cash acquired in acquisition		8
Initial equity investments		17
Fair value of the previously held interests in Larouche and St-Prime		59
Gain on equity investments		$ 42
Business combination, revenue of acquiree since acquisition date, actual			$ 80
Business combination, earnings or loss of acquiree since acquisition date, actual			$ 18

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Business Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Millions	Mar. 04, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill		$ 85		$ 31
Larouche and St-Prime
Business Acquisition [Line Items]
Cash and cash equivalents	$ 16
Accounts receivable	10
Inventories	16
Current assets acquired	42
Fixed assets	28		$ 22
Goodwill	54		$ 19
Total assets acquired and goodwill	124
Accounts payable and other	3
Current liabilities assumed	3
Pension and other postretirement benefit obligations	1
Deferred income tax liabilities	2
Total liabilities assumed	6
Net assets acquired	118
Cash consideration transferred	59
Fair value of the previously held interests in Larouche and St-Prime	59
Total fair value of consideration	$ 118

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Business Acquisitions - Pro Forma Information (Details) - Larouche and St-Prime - USD ($) $ in Millions		3 Months Ended		6 Months Ended
	Mar. 04, 2022	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Sales		$ 1,058	$ 1,163	$ 2,023	$ 2,050
Net income attributable to Resolute Forest Products Inc.		$ 252	$ 270	$ 434	$ 390
Gain on equity investments	$ 42

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Closure Costs, Impairment and Other Related Charges (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Pulp and Paper Mill at Calhoun (Tennessee)
Restructuring Cost and Reserve [Line Items]
Expected decommissioning costs in 2022	$ 12	$ 12	$ 22	$ 32
Indefinite idling costs	1	7
Paper Mills at Amos and Baie-Comeau (Quebec)
Restructuring Cost and Reserve [Line Items]
Indefinite idling costs	$ 4	$ 4

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Other Income (Expense), Net - Summary (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Other Income and Expenses [Abstract]
Foreign exchange gain (loss)	$ 11	$ (6)	$ 8	$ (11)
(Loss) gain on commodity contracts	0	(49)	2	(86)
Income from equity method investments	1	4	7	4
Gain on previously-held equity investments (Note 2)	1	0	42	0
Miscellaneous income (expense)	0	2	(1)	(1)
Other expense, net	$ 13	$ (49)	$ 58	$ (94)

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Accumulated Other Comprehensive Loss - Accumulated Other Comprehensive Loss by Component (Net of Tax) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Balance at beginning of period	$ 1,752	$ 1,187	$ 1,517	$ 1,082
Other comprehensive loss before reclassifications	(1)		10	22
Amounts reclassified from accumulated other comprehensive loss	12	13	27	27
Other comprehensive income, net of tax	11	13	37	49
Balance at end of period	2,022	1,387	2,022	1,387
Curtailment gain (loss)			(4)	8
Curtailment and actuarial gain, before tax			10	30
Curtailment and actuarial gain, net of tax			10	22
Total
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Balance at beginning of period	(1,036)	(1,278)	(1,062)	(1,314)
Other comprehensive income, net of tax	11	13	37	49
Balance at end of period	(1,025)	(1,265)	(1,025)	(1,265)
Unamortized Prior Service Costs
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Balance at beginning of period	(5)	(2)	(5)	(1)
Other comprehensive loss before reclassifications	0		0	0
Amounts reclassified from accumulated other comprehensive loss	0	(2)	0	(3)
Other comprehensive income, net of tax	0	(2)	0	(3)
Balance at end of period	(5)	(4)	(5)	(4)
Unamortized Actuarial Losses
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Balance at beginning of period	(1,026)	(1,270)	(1,051)	(1,307)
Other comprehensive loss before reclassifications	0		10	22
Amounts reclassified from accumulated other comprehensive loss	12	15	27	30
Other comprehensive income, net of tax	12	15	37	52
Balance at end of period	(1,014)	(1,255)	(1,014)	(1,255)
Actuarial gain			14	22
Foreign Currency Translation
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Balance at beginning of period	(5)	(6)	(6)	(6)
Other comprehensive loss before reclassifications	(1)		0	0
Amounts reclassified from accumulated other comprehensive loss	0	0	0	0
Other comprehensive income, net of tax	(1)	0	0	0
Balance at end of period	$ (6)	$ (6)	$ (6)	$ (6)

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Accumulated Other Comprehensive Loss - Reclassifications Out of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Reclassification Adjustment out of Accumulated Other Comprehensive Income (Loss) [Line Items]
Curtailment gain			$ 4	$ (8)
Income tax effect of the above	$ 35	$ (87)	(23)	(127)
Total reclassification, net of tax	256	268	466	355
Amounts Reclassified from Accumulated Other Comprehensive Loss
Reclassification Adjustment out of Accumulated Other Comprehensive Income (Loss) [Line Items]
Total reclassification, net of tax	12	13	27	27
Unamortized Prior Service Costs | Amounts Reclassified from Accumulated Other Comprehensive Loss
Reclassification Adjustment out of Accumulated Other Comprehensive Income (Loss) [Line Items]
Amortization of prior service costs or credits	0	(2)	0	(2)
Curtailment gain	0	0	0	(1)
Income tax effect of the above	0	0	0	0
Total reclassification, net of tax	0	(2)	0	(3)
Unamortized Actuarial Losses | Amounts Reclassified from Accumulated Other Comprehensive Loss
Reclassification Adjustment out of Accumulated Other Comprehensive Income (Loss) [Line Items]
Amortization of actuarial losses	(16)	(19)	(32)	(38)
Other items	0	0	3	0
Income tax effect of the above	(4)	(4)	(8)	(8)
Total reclassification, net of tax	$ 12	$ 15	$ 27	$ 30

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Net Income Per Share - Schedule of Weighted-Average Outstanding Stock Options and Nonvested Equity-Classified RSUs, DSUs and PSUs (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Numerator:
Net income attributable to Resolute Forest Products Inc.	$ 256	$ 268	$ 466	$ 355
Denominator:
Weighted-average number of Resolute Forest Products Inc. common shares outstanding (shares)	77.5	79.5	77.4	80.4
Dilutive impact of nonvested stock unit awards and stock options (shares)	0.7	0.8	0.8	0.7
Diluted weighted-average number of Resolute Forest Products Inc. common shares outstanding (shares)	78.2	80.3	78.2	81.1
Net income per share attributable to Resolute Forest Products Inc. common shareholders:
Basic (USD per share)	$ 3.32	$ 3.37	$ 6.02	$ 4.42
Diluted (USD per share)	$ 3.29	$ 3.34	$ 5.97	$ 4.39
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (shares)	0.3	0.4	0.3	0.5
Stock unit awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (shares)	0.0	0.0	0.0	0.0

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Inventories, Net - Summary (Details) - USD ($) $ in Millions	Jun. 30, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw materials	$ 157	$ 159
Work in process	78	57
Finished goods	207	148
Mill stores and other supplies	157	146
Inventories, net	$ 599	$ 510

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Other Assets (Details) - USD ($) $ in Millions	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021
Other Assets [Abstract]
Countervailing duty cash deposits on softwood lumber (Note 13)	$ 402	$ 339
Anti-dumping duty cash deposits on softwood lumber (Note 13)	98	58
Equity method investments	11	22
Restricted cash	35	40	$ 42
Other	26	25
Other assets	$ 572	$ 484

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Accounts Payable and Other - Summary (Details) - USD ($) $ in Millions	Jun. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Trade accounts payable	$ 351	$ 262
Accrued compensation	69	89
Accrued interest	6	6
Pension and other postretirement benefit obligations	14	14
Accrued provision related to Fibrek Inc. litigation (Note 13)	21	21
Income and other taxes payable	6	4
Other	24	25
Accounts payable and accrued liabilities	$ 491	$ 421

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Long-Term Debt - Long Term Debt, including Current Portion (Details) - USD ($) $ in Millions	Jun. 30, 2022	Dec. 31, 2021	Feb. 02, 2021
Debt Instrument [Line Items]
Finance lease obligations	$ 5	$ 6
Other debt	1	1
Total debt	302	302
Less: Current portion of finance lease obligations and other debt	(2)	(2)
Long-term debt, net of current portion	300	300
Senior Notes | Senior Notes due 2026
Debt Instrument [Line Items]
Principal amount	300	300
Deferred financing costs	(4)	(5)
Net carrying amount	$ 296	$ 295
Interest rate of notes (as a percent)	4.875%		4.875%

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Long-Term Debt - Debt Availabilities (Details) $ in Millions, $ in Millions	Jun. 30, 2022 USD ($)	Jun. 30, 2022 CAD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 CAD ($)
Debt Instrument [Line Items]
Available credit facility borrowing capacity	$ 908		$ 841
Letters of credit outstanding to guarantee surety bonds	53		53
Letters of credit outstanding related to lumber deposits	83		83
Revolving Credit Facility
Debt Instrument [Line Items]
Letters of credit amount outstanding	73		73
ABL Credit Facility
Debt Instrument [Line Items]
Available credit facility borrowing capacity	377		307
Loan Facility
Debt Instrument [Line Items]
Available credit facility borrowing capacity	171	$ 220	174	$ 220
Senior Secured Credit Facility | Line of Credit | Term Loan Facility
Debt Instrument [Line Items]
Available credit facility borrowing capacity	180		180
Senior Secured Credit Facility | Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Available credit facility borrowing capacity	$ 180		$ 180

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Long-Term Debt - Senior Unsecured Notes (Details) - Senior Notes - USD ($)		6 Months Ended
	Feb. 02, 2021	Jun. 30, 2021	Jun. 30, 2022
Senior Notes due 2026
Debt Instrument [Line Items]
Principal amount of debt	$ 300,000,000
Interest rate of notes (as a percent)	4.875%		4.875%
Issue price (as a percent)	100.00%
Fair value of senior notes	$ 300,000,000		$ 270,000,000
Deferred financing costs	$ 6,000,000
Senior Notes due 2023
Debt Instrument [Line Items]
Interest rate of notes (as a percent)	5.875%
Fair value of senior notes	$ 375,000,000
Redemption price (as a percent)	100.00%
Loss on extinguishment of debt		$ 3,000,000

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Long-Term Debt - Senior Secured Credit Facility (Details) - Amended Senior Secured Credit Facility	Apr. 19, 2021 USD ($)
Debt Instrument [Line Items]
Principal amount of debt	$ 360,000,000
Secured Debt
Debt Instrument [Line Items]
Principal amount of debt	$ 180,000,000
Delay draw period of debt instrument	3 years
Secured Debt | Term Loan Facility
Debt Instrument [Line Items]
Repayment of debt	$ 180,000,000
Secured Debt | Minimum
Debt Instrument [Line Items]
Debt instrument, term	6 years
Secured Debt | Maximum
Debt Instrument [Line Items]
Debt instrument, term	10 years
Line of Credit
Debt Instrument [Line Items]
Debt instrument, term	6 years
Maximum borrowing capacity of credit facility	$ 180,000,000
Uncommitted ability to increase borrowing capacity, maximum	$ 360,000,000

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Long-Term Debt - ABL Credit Facility (Details) - Revolving Credit Facility - USD ($)	Jan. 21, 2021	May 14, 2019
Line of Credit Facility [Line Items]
Maximum borrowing capacity of credit facility	$ 450,000,000	$ 500,000,000
Canadian Tranche of Senior Secured Asset-Based Revolving Credit Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity of credit facility	250,000,000
Increase (decrease) in borrowings	$ 50,000,000

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Employee Benefit Plans - Components of Net Periodic Benefit Cost Relating to Pension and OPEB Plans (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Defined Benefit Plan Disclosure [Line Items]
Non-operating pension and other postretirement benefit costs (credits)	$ 3	$ (3)	$ 10	$ (5)
Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Interest cost	35	34	71	67
Expected return on plan assets	(49)	(55)	(98)	(109)
Amortization of actuarial losses	18	20	35	41
Non-operating pension and other postretirement benefit costs (credits)	4	(1)	8	(1)
Service cost	4	4	7	8
Net periodic benefit costs (credits) before special events	8	3	15	7
Other loss (gain)	0	0	3	(1)
Net periodic benefit cost	8	3	18	6
OPEB Plans
Defined Benefit Plan Disclosure [Line Items]
Interest cost	1	1	2	2
Amortization of actuarial losses	(2)	(1)	(3)	(3)
Amortization of prior service credits	0	(2)	0	(2)
Non-operating pension and other postretirement benefit costs (credits)	(1)	(2)	(1)	(3)
Service cost	0	0	0	0
Net periodic benefit costs (credits) before special events	(1)	(2)	(1)	(3)
Other loss (gain)	0	0	0	0
Net periodic benefit cost	$ (1)	$ (2)	$ (1)	$ (3)

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Employee Benefit Plans - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Retirement Benefits [Abstract]
Expense for the defined contribution plans	$ 4	$ 4	$ 9	$ 9

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Income Taxes - Reconciliation of Statutory Tax Benefit (Provision) to Income Tax Benefit (Provision) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Income before income taxes	$ 221	$ 355	$ 489	$ 483
Income tax benefit (provision):
Expected income tax provision	(47)	(74)	(103)	(101)
Changes resulting from:
Valuation allowance	153	70	186	78
Foreign exchange	(9)	1	(7)	3
U.S. tax on non-U.S. earnings	(43)	(65)	(72)	(83)
State income taxes, net of federal income tax benefit	(2)	0	(3)	2
Foreign tax rate differences	(11)	(19)	(24)	(27)
Other, net	(6)	0	0	1
Income tax provision	$ 35	$ (87)	$ (23)	$ (127)

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Income Taxes - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Income Tax Contingency [Line Items]
Valuation allowance	$ 153	$ 70	$ 186	$ 78
Deferred income tax assets	615		615		$ 653
U.S.
Income Tax Contingency [Line Items]
Valuation allowance	673
Deferred income tax assets, amount likely to be realized before expiration	$ 105		$ 105

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Commitments and Contingencies - Narrative (Details) $ / shares in Units, $ in Millions	6 Months Ended		12 Months Ended
	Jun. 30, 2022 USD ($)	Jun. 30, 2022 CAD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2019 CAD ($)	Aug. 04, 2022	Jun. 30, 2022 CAD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 CAD ($)	Nov. 24, 2021	Dec. 01, 2020	Nov. 23, 2020	Nov. 13, 2019 CAD ($)	Sep. 26, 2019 CAD ($) $ / shares	Nov. 02, 2017	Jun. 26, 2017	Apr. 24, 2017	Jul. 31, 2012
Loss Contingencies [Line Items]
Final determination countervailing duty rate on certain Canadian softwood lumber imported to the U.S. market (as a percent)	18.07%					18.07%				19.10%				14.70%		12.82%
Accumulated countervailing cash deposits made on softwood lumber exports	$ 402,000,000
Final determination anti-dumping rate on certain Canadian softwood lumber imported to the U.S. market (as a percent)									11.59%		1.15%			3.20%	4.59%
Accumulated anti-dumping cash deposits made on softwood lumber exports	98,000,000
Unpaid deposits for secured payment	17,000,000
Other liabilities	90,000,000						$ 88,000,000
Legal hypothec on immovable and movable property												$ 30
Maximum deficit from partial wind-up of pension plans to be funded	117,000,000	$ 150
Environmental Remediation Obligations [Abstract]
Environmental liabilities	17,000,000						13,000,000
Asset retirement obligations	37,000,000						36,000,000
Subsequent Event
Loss Contingencies [Line Items]
Final determination countervailing duty rate on certain Canadian softwood lumber imported to the U.S. market (as a percent)					10.10%
Final determination anti-dumping rate on certain Canadian softwood lumber imported to the U.S. market (as a percent)					4.76%
Fibrek
Loss Contingencies [Line Items]
Other liabilities	21,000,000					$ 27	$ 21,000,000	$ 27
Fibrek
Loss Contingencies [Line Items]
Proportion of outstanding shares acquired (as a percent)																	25.40%
Determined per share fair value of dissenting shareholders' shares | $ / shares													$ 1.99
Determined fair value of dissenting shareholders' shares													$ 31
Determined fair value of dissenting shareholders' shares including interest and indemnity													44
Amount accrued to be contingently distributed													$ 14
Change in amount of contingent consideration			$ 23,000,000	$ 30
Amount paid, contingent consideration, business combination	14,000,000					$ 19
Surety Bond
Loss Contingencies [Line Items]
Surety bonds outstanding	83,000,000
Standby Letters of Credit
Loss Contingencies [Line Items]
Surety bonds outstanding	53,000,000
Softwood Lumber Duties Investigations
Loss Contingencies [Line Items]
Contingent loss recorded	$ 0

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Share Capital - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 07, 2021	Mar. 02, 2020
Dividends Payable [Line Items]
Share repurchase program, authorized amount						$ 100,000,000
Share repurchase program, stock repurchased (shares)	0	343,894	125,482	2,092,348
Average price of treasury stock acquired (USD per share)		$ 11.21	$ 11.34	$ 9.78
Share repurchase program, aggregate purchase price		$ 3,000,000	$ 2,000,000	$ 20,000,000
Share repurchase program, authorized maximum percentage of common stock to be repurchased (as a percent)						15.00%
Common stock, dividends declared (USD per share)		$ 1.00		$ 1.00
Special dividend	$ 0	$ 79,000,000	$ 0	$ 79,000,000
Dividend Declared
Dividends Payable [Line Items]
Stock-based compensation expense		3,000,000		3,000,000
Increase in additional paid-in capital		2,000,000		2,000,000
Increase in deficit		2,000,000		2,000,000
Increase in liabilities		$ 3,000,000		$ 3,000,000
December 2021 Share Repurchase Program
Dividends Payable [Line Items]
Share repurchase program, authorized amount (in shares)					10,000,000
Share repurchase program, authorized amount					$ 100,000,000

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Segment Information - Segment Reporting Information (Details) - USD ($) $ in Millions	2 Months Ended	3 Months Ended		6 Months Ended
	Mar. 03, 2022	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Segment Reporting Information [Line Items]
Sales		$ 1,058	$ 1,140	$ 2,003	$ 2,013
Depreciation and amortization		35	40	67	81
Operating income (loss)		217	406	452	583
Operating segments | Market Pulp
Segment Reporting Information [Line Items]
Sales		238	199	422	375
Depreciation and amortization		7	6	11	12
Operating income (loss)		41	30	63	34
Operating segments | Tissue
Segment Reporting Information [Line Items]
Sales		52	35	100	77
Depreciation and amortization		4	4	9	9
Operating income (loss)		(9)	(7)	(18)	(9)
Operating segments | Wood Products
Segment Reporting Information [Line Items]
Sales		482	664	945	1,094
Depreciation and amortization		11	10	22	21
Operating income (loss)		180	405	399	626
Joint venture sales	$ 12		20		33
Operating segments | Paper
Segment Reporting Information [Line Items]
Sales		286	242	536	467
Depreciation and amortization		10	16	19	31
Operating income (loss)		37	(7)	62	(31)
Operating segments | Segment Total
Segment Reporting Information [Line Items]
Sales		1,058	1,140	2,003	2,013
Depreciation and amortization		32	36	61	73
Operating income (loss)		249	421	506	620
Corporate and Other | Corporate and Other
Segment Reporting Information [Line Items]
Sales		0	0	0	0
Depreciation and amortization		3	4	6	8
Operating income (loss)		(32)	(15)	(54)	(37)
Intersegment eliminations | Market Pulp
Segment Reporting Information [Line Items]
Sales		$ 14	$ 8	$ 28	$ 15

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Subsequent Event (Details) - USD ($) $ / shares in Units, $ in Millions	Jul. 05, 2022	Aug. 04, 2022	Jun. 30, 2022	Nov. 24, 2021	Dec. 01, 2020	Nov. 23, 2020	Nov. 02, 2017	Jun. 26, 2017	Apr. 24, 2017
Subsequent Event [Line Items]
Final determination countervailing duty rate on certain Canadian softwood lumber imported to the U.S. market (as a percent)			18.07%		19.10%		14.70%		12.82%
Final determination anti-dumping rate on certain Canadian softwood lumber imported to the U.S. market (as a percent)				11.59%		1.15%	3.20%	4.59%
Subsequent Event
Subsequent Event [Line Items]
Final determination countervailing duty rate on certain Canadian softwood lumber imported to the U.S. market (as a percent)		10.10%
Final determination anti-dumping rate on certain Canadian softwood lumber imported to the U.S. market (as a percent)		4.76%
Domtar Corporation | Subsequent Event
Subsequent Event [Line Items]
Business acquisition, share price (in USD per share)	$ 20.50
Contractual contingent share right (in shares)	1
Business combination, consideration transferred, liabilities incurred	$ 500
Proportion of outstanding shares acquired (as a percent)	40.00%