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 and 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; 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," "continue," "maintain," "remain,"
"estimate," "aim" 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
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

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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.



•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;

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-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.

Third Quarter and Year-to-Date Overview

Impact of global economic conditions



There continues to be a measure of uncertainty because of global geopolitical
and economic conditions. While we benefit from strong market conditions for our
pulp and paper segment and an overall improvement to logistic constraints, our
operations and our financial results remain negatively affected by cost
inflation. In addition, rising interest rates and reduced demand has adversely
influenced our wood products segment.

Business combinations

Potential acquisition by Paper Excellence



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 taxes. 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.

On October 31, 2022, Resolute's stockholders approved the Transaction. The
Transaction, which is subject to applicable regulatory approvals and the
satisfaction of certain other customary closing conditions, is expected to close
in the first half of 2023. See Note 16, "Subsequent Events" to our Consolidated
Financial Statements.

Acquisition of a power generation facility



On April 1, 2022, we acquired a 34.5 megawatt power generation 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.

Acquisition of Larouche and St-Prime



On March 4, 2022, 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

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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). 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.

For more information, see Note 2, "Business Combinations," to our Consolidated Financial Statements.

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 (Tennessee) mill. During the first quarter of 2022,
pulp and paper operations ceased. During the nine-month period ended September
30, 2022, we have revised our expected 2022 additional cash closure costs,
disclosed in our December 31, 2021 Consolidated Financial Statements, from
$32 million to $12 million, due to lower than expected chemical disposal costs.
We already have incurred $7 million of these costs in the first nine months of
2022.

Menominee fire

On October 6, 2022, a fire started at our Menominee (Michigan) recycled pulp
mill, which resulted in the temporary idling of the facility. We cannot yet
estimate the extent of the losses, but aim to restart the mill in the coming
months. We maintain insurance coverage for the mill, which is subject to
customary deductible and limits.

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



Our operating income was $124 million in the quarter, compared to an operating
income of $102 million in the third quarter of 2021. Excluding special items,
our operating income was $123 million, compared to an operating income of
$102 million in the year-ago period.

Our net income in the quarter was $87 million, or $1.11 per diluted share,
compared to a net income of $80 million, or $0.99 per diluted share, in the
year-ago period. Our net income in the quarter, excluding special items, was $85
million, or $1.08 per diluted share, compared to a net income of $67 million, or
$0.84 per diluted share, in the year-ago period. Special items are described
below.

Three Months Ended September 30, 2022
(Unaudited, in millions, except per share amounts)            Operating Income             Net Income                 EPS
GAAP, as reported                                               $   124                    $     87               $   1.11

Adjustments for special items:



Closure costs, impairment and other related charges                  (1)                         (1)                 (0.01)

Non-operating pension and other postretirement benefit
costs                                                                 -                           3                   0.04

Other income, net                                                     -                         (37)                 (0.47)

Income tax effect of special items                                    -                          33                   0.41
Adjusted for special items (1)                                  $   123                    $     85               $   1.08


Three Months Ended September 30, 2021
(Unaudited, in millions, except per share amounts)            Operating Income             Net Income                 EPS
GAAP, as reported                                               $   102                    $     80               $   0.99

Adjustments for special items:



Non-operating pension and other postretirement benefit
credits                                                               -                          (3)                 (0.04)

Other income, net                                                     -                         (20)                 (0.24)

Income tax effect of special items                                    -                          10                   0.13
Adjusted for special items (1)                                  $   102                    $     67               $   0.84


(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

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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 (or, "GILTI") 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.

Nine months ended September 30, 2022 vs. September 30, 2021

Our operating income was $576 million in the first nine months of the year, compared to operating income of $685 million in the year-ago period. Excluding special items, our operating income was $586 million, compared to operating income of $687 million in the year-ago period. Special items are described below.



Our net income in the first nine months of the year was $553 million, or $7.07
per diluted share, compared to net income of $435 million, or $5.39 per diluted
share, in the year-ago period. Our net income in the period, excluding special
items, was $417 million, or $5.33 per diluted share, compared to net income of
$486 million, or $6.01 per diluted share, in the year-ago period.

Nine Months Ended September 30, 2022
(Unaudited, in millions, except per share amounts)            Operating Income             Net Income                 EPS
GAAP, as reported                                               $   576                    $    553               $   7.07

Adjustments for special items:



Closure costs, impairment and other related charges                   8                           8                   0.10

Net loss on disposition of assets                                     2                           2                   0.03
Non-operating pension and other postretirement benefit
costs                                                                 -                          13                   0.17

Other income, net                                                     -                         (95)                 (1.21)

U.S. deferred income tax asset valuation allowance reversal

                                                              -                        (105)                 (1.34)
Income tax effect of special items                                    -                          41                   0.51
Adjusted for special items (1)                                  $   586                    $    417               $   5.33


Nine Months Ended September 30, 2021
(Unaudited, in millions, except per share amounts)            Operating Income            Net Income                 EPS
GAAP, as reported                                               $   685                    $   435               $   5.39

Adjustments for special items:



Closure costs, impairment and other related charges                   2                          2                   0.02

Non-operating pension and other postretirement benefit
credits                                                               -                         (8)                 (0.10)

Other expense, net                                                    -                         74                   0.92

Income tax effect of special items                                    -                        (17)                 (0.22)
Adjusted for special items (1)                                  $   687                    $   486               $   6.01


(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 - Third
Quarter and Year-to-Date Overview" above.
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RESULTS OF OPERATIONS

Consolidated Results

Selected financial information



                                                           Three Months Ended                                 Nine Months Ended
                                                              September 30,                                     September 30,
(Unaudited, in millions, except per share
amounts)                                             2022                     2021                     2022                      2021
Sales                                            $    974                $      817                $  2,977                $     2,830
Operating income (loss) per segment:
Market pulp                                      $     81                $       46                $    144                $        80
Tissue                                                (12)                       (9)                    (30)                       (18)
Wood products                                          42                        64                     441                        690
Paper                                                  52                        16                     114                        (15)
Segment total                                         163                       117                     669                        737
Corporate and other                                   (39)                      (15)                    (93)                       (52)
Operating income                                 $    124                $      102                $    576                $       685
Net income attributable to Resolute Forest
Products Inc.                                    $     87                $       80                $    553                $       435
Net income per common share attributable to
Resolute Forest Products Inc. common
shareholders:
Basic                                            $   1.12                $     1.00                $   7.14                $      5.44
Diluted                                          $   1.11                $     0.99                $   7.07                $      5.39
Adjusted EBITDA (1)                              $    157                $      144                $    687                $       810


                                 September 30,
(Unaudited, in millions)              2022                December 31, 2021
Cash and cash equivalents          $    446                 $    112
Total assets                       $  4,053                 $  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                               Nine Months Ended
                                                            September 30,                                    September 30,
(Unaudited, in millions)                               2022                     2021                   2022                     2021
Net income including noncontrolling
interest                                        $     87                $      80                $   553                $     436
Interest expense                                       5                        5                     16                       16
Income tax provision                                  66                       40                     89                      167
Depreciation and amortization                         34                       42                    101                      123
EBITDA                                          $    192                $     167                $   759                $     742

Closure costs, impairment and other
related charges                                       (1)                       -                      8                        2

Net loss on disposition of assets                      -                        -                      2                        -
Non-operating pension and other
postretirement benefit costs (credits)                 3                       (3)                    13                       (8)

Other (income) expense, net                          (37)                     (20)                   (95)                      74
Adjusted EBITDA                                 $    157                $     144                $   687                $     810

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

Operating income variance analysis

[[Image Removed: rfp-20220930_g1.jpg]]

Sales



Sales increased by $157 million compared to the year-ago period, to $974
million. After removing the effects of the indefinite idling of the Calhoun pulp
and paper operations during the first quarter of 2022 and the weaker Canadian
dollar, pricing had a favorable impact of $119 million, as a result of an
increase in the average transaction price for paper, market pulp, and tissue, up
by 24%, 24% and 21% respectively, partly offset by lower prices in the wood
products segment due to market conditions, down by 2%. Higher volume increased
sales by $98 million, mainly reflecting higher shipments across all segments.

Cost of sales, excluding depreciation, amortization and distribution costs



Cost of sales, excluding depreciation, amortization and distribution costs (or,
"COS") increased by $99 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 $105 million,
largely due to:

•higher fiber costs ($46 million), mainly reflecting an increase in stumpage
fees (which are based on higher benchmark lumber selling prices reflecting a
time lag in the stumpage system), higher harvesting costs (including fuel) and
higher price for log purchases for the wood products segment; higher market pulp
prices for the tissue segment; as well as higher price of recycled furnish for
the market pulp segment;

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•unfavorable maintenance and other operating costs ($25 million) as a result of
higher costs, scope and timing of maintenance work, and higher labor and outside
services costs;

•higher energy costs ($24 million) due to higher prices of natural gas and power; and

•higher chemical costs ($9 million), mainly due to higher prices.

Distribution costs



After removing the impact of volume, including the favorable impact ($6 million)
of the indefinite idling of the Calhoun pulp and paper operations, and the
weaker Canadian dollar, distribution costs increased by $24 million, mainly due
to higher freight rates and limited flexibility of mode of transportation.

Depreciation and amortization

Depreciation and amortization was $8 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 increased by $25 million in the quarter compared to the same period last year, due to higher stock-based compensation expense, mainly reflecting a mark-to-market adjustment based on the stock price changes, and to costs related to the Transaction.

Indefinite idling of the Calhoun pulp and paper operations



During the three months ended September 30, 2022, the indefinite idling of
Calhoun pulp and paper operations had a favorable impact of $7 million on our
operating income. This included a decrease in sales of $59 million, in COS of
$52 million (net of asset preservation costs of $2 million) and in distribution
costs of $6 million, all reflecting the lower volume of 66,000 metric tons
compared to the year-ago period; and lower SG&A of $5 million and depreciation
of $3 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 mainly
reflects lower expected return on plan assets ($4 million) in the current
period.

Other income, net



We recorded other income, net, of $37 million in the quarter, compared to other
income, net, of $20 million, in the year-ago period. The difference mainly
reflects a foreign exchange gain of $37 million in the current period, compared
to a foreign exchange gain of $12 million and income from equity method
investments of $8 million in the year-ago period.

Income taxes



We recorded an income tax provision of $66 million in the quarter on income
before income taxes of $153 million, compared to an expected income tax
provision of $32 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
($34 million); foreign exchange items ($27 million); and foreign tax rate
differences ($9 million); partly offset by an income tax benefit for our
valuation allowance related to our U.S. operations ($33 million) where we
recognized a full valuation allowance against our deferred income tax assets as
of January 1, 2022.

During the three months ended September 30, 2022, we released $33 million of the
$673 million valuation allowance on our U.S. deferred income tax assets that
existed at January 1, 2022, mainly to offset tax implications relating to the
GILTI inclusion.

In the third quarter of 2021, we recorded an income tax provision of
$40 million, on income before income taxes of $120 million, compared to an
expected income tax provision of $26 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 ($13 million); foreign tax rate differences ($6 million); and foreign
exchange items ($5 million); partly offset by a decrease in our valuation
allowance related to our U.S. operations ($11 million) where we recognized a
full valuation allowance against our deferred income tax assets.

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The $11 million decrease in our valuation allowance for the three months ended
September 30, 2021, was to offset the tax implications relating to the GILTI
inclusion.

Nine months ended September 30, 2022 vs. September 30, 2021

Operating income variance analysis

[[Image Removed: rfp-20220930_g2.jpg]]

Sales



Sales increased by $147 million compared to the year-ago period, to $2,977
million. After removing the effects of the indefinite idling of the Calhoun pulp
and paper operations and the weaker Canadian dollar, pricing had a favorable
impact of $233 million, mainly as a result of an increase in the average
transaction price for paper, market pulp, and tissue, up by 25%, 23% and 13%
respectively, partly offset by a decrease in the average transaction price for
wood products, down by 10%. Higher volume increased sales by $51 million, mainly
reflecting higher shipments in tissue ($18 million), and wood products
($33 million) due to the acquisition of the remaining 50% equity interests in
Larouche and St-Prime, partly offset by logistic constraints as a result of
limited rail car availability.

Cost of sales, excluding depreciation, amortization and distribution costs



COS increased by $205 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 $288 million, largely reflecting:

•higher fiber costs ($133 million), mainly reflecting an increase in stumpage
fees (which are based on higher benchmark lumber selling prices reflecting a
time lag in the stumpage system), higher harvesting costs (including fuel) and
higher price for log purchases for the wood products segment; higher price of
recycled furnish for the market pulp segment; as well as higher market pulp
prices for the tissue segment;

•higher energy costs ($68 million) due to higher prices of natural gas and
power, as well as lower internal power generation, mainly as a result of a
seven-month turbine failure at the Saint-Félicien (Quebec) mill which was back
in operation during the second quarter of 2022;

•unfavorable maintenance and other operating costs ($67 million) as a result of
higher costs, scope and timing of maintenance work, and higher labor and outside
services costs; and

•higher chemical costs ($23 million), mainly due to higher prices.

Distribution costs



After removing the impact of volume, including the favorable impact ($14
million) of the indefinite idling of the Calhoun pulp and paper operations, and
the weaker Canadian dollar, distribution costs increased by $65 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 $22 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

SG&A expenses increased by $19 million in the first nine months of 2022, compared to the same period last year, mainly due to costs related to the Transaction.

Closure costs, impairment and other related charges



In the first nine months of 2022, we recorded additional closure costs,
impairment and other related charges of $8 million, related to the indefinite
idling of our Calhoun pulp and paper operations, and additional costs for the
Baie-Comeau (Quebec) 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 mill.

Indefinite idling of the Calhoun pulp and paper operations



In the first nine months of 2022, the indefinite idling of our Calhoun pulp and
paper operations had a favorable impact of $22 million on our operating income.
This included a decrease in sales of $135 million, in COS of $130 million (net
of asset preservation costs of $15 million) and in distribution costs of
$14 million, all reflecting the lower volume of 166,000 metric tons compared to
the year-ago period; and lower depreciation of $7 million and SG&A of
$6 million.

Net income variance analysis

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



We recorded non-operating pension and OPEB costs of $13 million in the first
nine months of 2022, compared to credits of $8 million in the year-ago period.
The difference reflects: in the current period, lower expected return on plan
assets ($15 million), higher interest cost ($6 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).

Other income, net



We recorded other income, net, of $95 million in the first nine months of 2022,
compared to other expense, net, of $74 million in the year-ago period. The
difference mainly reflects a foreign exchange gain of $45 million, a gain on
previously-held equity investments of $42 million (see Note 2, "Business
Combinations" to our Consolidated Financial Statements), and income from equity
method investments of $7 million in the current period, compared to a foreign
exchange gain of $1 million, a loss on commodity contracts of $85 million,
principally related to lumber futures contracts and income from equity method
investments of $12 million in the year-ago period. There were no lumber futures
contracts outstanding as of September 30, 2022 and 2021.

Income taxes



We recorded an income tax provision of $89 million in the first nine months of
2022 on income before income taxes of $642 million, compared to an expected
income tax provision of $135 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 ($219 million) where we
recognized a full valuation allowance against our deferred income tax assets as
of January 1, 2022; partly offset by U.S. tax on non-U.S. earnings ($106
million); foreign exchange items ($34 million); and foreign tax rate differences
($33 million).

During the nine months ended September 30, 2022, we released $219 million of the
$673 million valuation allowance on our U.S. 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 amount released was mainly to offset
tax implications relating to the GILTI inclusion for the nine months ended
September 30, 2022.

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.

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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.
deferred income tax assets released during the second 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 is
the continuing GILTI inclusion. The rapidly changing dynamics in the wood
products, pulp and paper segments resulted or are expected to result in
significant GILTI inclusions for 2021, 2022 and some future years. These
significant GILTI inclusions have created or are expected to create U.S. taxable
income, which has been, or is expected to be entirely offset by existing U.S.
tax attributes included in deferred income tax assets that have been fully
reserved.

In the first nine months of 2021, we recorded an income tax provision of $167
million, on income before income taxes of $603 million, compared to an expected
income tax provision of $127 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
($96 million); foreign tax rate differences ($33 million); partly offset by a
net decrease in our valuation allowance related to our U.S. operations ($89
million) where we recognized a full valuation allowance against our deferred
income tax assets.

The $89 million net decrease in our valuation allowance for the nine months ended September 30, 2021, was mainly to offset 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                               Nine Months Ended
                                                           September 30,                                   September 30,
(Unaudited, in millions, except where
otherwise stated)                                    2022                     2021                   2022                     2021
Sales                                          $   265                $     234                $   687                $     609
Operating income (1)                           $    81                $      46                $   144                $      80
EBITDA (2)                                     $    86                $      52                $   160                $      98
(In thousands of metric tons)
Shipments                                          260                      283                    741                      808
Downtime                                             2                       28                     33                       76


                                                                  September 30,

           (Unaudited, in thousands of metric tons)             2022              2021
           Finished goods inventory                            67                 52

(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                             Nine Months Ended
                                                           September 30,                                  September 30,
(Unaudited, in millions)                              2022                    2021                   2022                    2021
Net income including noncontrolling
interest                                        $    81                $     46                $   144                $     80
Depreciation and amortization                         5                       6                     16                      18
EBITDA                                          $    86                $     52                $   160                $     98


Industry trends

[[Image Removed: rfp-20220930_g3.jpg]]



World demand for chemical pulp increased by 2.8% in the first eight months of
2022 compared to the year-ago period, reflecting an increase in North America
and Western Europe of 3.1% and 5.9%, respectively, while China decreased by
2.8%. In the first eight months of 2022, world capacity increased by 3.0%
compared to the year-ago period.

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World demand for softwood pulp fell by 1.9% in the first eight months of 2022,
with a decrease of 14.0% in China, while North America and Western Europe
increased by 4.1% and 2.2%, respectively. The shipment-to-capacity ratio was
86%.

In the same period, world demand for hardwood pulp increased by 5.3%, with shipments to Western Europe, North America, and China up by 8.1%, 2.2%, and 1.3%, respectively. The shipment-to-capacity ratio was 88%.

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

Operating income variance analysis

[[Image Removed: rfp-20220930_g4.jpg]]

Sales



Sales were $31 million higher, or 13%, in the quarter to $265 million. After
removing the effects of the indefinite idling of the Calhoun pulp operations,
pricing contributed to a $51 million increase due to higher realized prices in
all pulp grades as the average transaction price rose by $199 per metric ton, or
24%.

Cost of sales, excluding depreciation, amortization and distribution costs



COS decreased by $3 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 $17 million, largely
reflecting:

•higher energy costs ($6 million) due to higher prices of natural gas and power;

•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



After removing the effect of volume including the favorable impact of the
indefinite idling of the Calhoun pulp operations, and of the weaker Canadian
dollar, distribution costs increased by $4 million, mainly due to higher freight
rates and limited flexibility of mode of transportation.

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Nine months ended September 30, 2022 vs. September 30, 2021

Operating income variance analysis

[[Image Removed: rfp-20220930_g5.jpg]]

Sales



Sales were $78 million higher, or 13%, to $687 million in the first nine months
of the year. After removing the effects of the indefinite idling of the Calhoun
pulp operations, pricing increased sales by $123 million, reflecting an increase
in the average transaction price of $176 per metric ton, or 23%, due to higher
realized prices in 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 $69 million, largely reflecting:

•higher energy costs ($29 million) due to higher prices of natural gas and power, as well as lower internal power generation, mainly as a result of a seven-month turbine failure at the Saint-Félicien mill which was back in operation during the second quarter of 2022;

•higher fiber costs ($22 million), mainly due to higher price of recycled furnish;

•higher chemical costs ($11 million), mainly due to higher prices; and

•unfavorable maintenance and labor costs ($11 million), mainly as a result of the timing of scheduled outages and the scope of work.

Distribution costs

After removing the effect of volume including the favorable impact of the indefinite idling of the Calhoun pulp operations, and the weaker Canadian dollar, distribution costs increased by $12 million, mainly due to higher freight rates and limited flexibility of mode of transportation.


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                                     TISSUE

Highlights

                                                        Three Months Ended                               Nine Months Ended
                                                           September 30,                                   September 30,
(Unaudited, in millions, except where
otherwise stated)                                     2022                    2021                   2022                     2021
Sales                                          $     50                $     38                $   150                $     115
Operating loss (1)                             $    (12)               $     (9)               $   (30)               $     (18)
EBITDA (2)                                     $     (8)               $     (4)               $   (17)               $      (4)
(In thousands of short tons)
Shipments (3)                                        24                      23                     75                       65
Downtime                                              2                       3                      2                       10


                                                                September 30,

             (Unaudited, in thousands of short tons)          2022             2021
             Finished goods inventory (3)                     5                 6

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

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



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

                                                         Three Months Ended                              Nine Months Ended
                                                           September 30,                                   September 30,
(Unaudited, in millions)                              2022                    2021                   2022                     2021
Net loss including noncontrolling interest      $   (12)               $     (9)               $   (30)               $     (18)
Depreciation and amortization                         4                       5                     13                       14
EBITDA                                          $    (8)               $     (4)               $   (17)               $      (4)


Industry trends

[[Image Removed: rfp-20220930_g6.jpg]]



Total U.S. tissue consumption rose by 4.5% in the first eight months of 2022,
compared to the year-ago period. Converted product shipments increased by 3.9%,
where at-home shipments increased by 3.7%, and away-from-home shipments
increased by 4.2%.

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U.S. parent roll production rose by 4.0% in the first eight months of 2022, and
the average industry production-to-capacity ratio increased to 94%, up from 90%
in the year-ago period.

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

Operating loss variance analysis

[[Image Removed: rfp-20220930_g7.jpg]]

Sales



Sales were $12 million higher, or 32%, to $50 million in the quarter, reflecting
an increase in the average transaction price of $363 per short ton, or 21%, due
to a favorable product mix and a rise in tissue pricing, and an increase in
shipments by 1,000 short tons, or 4%, following better conditions in the retail
and away-from-home markets.

Cost of sales, excluding depreciation, amortization and distribution costs

After removing the effect of higher volume, our manufacturing costs increased by $15 million compared to the year-ago period, mainly reflecting:



•higher fiber costs ($9 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 costs ($4 million) due to higher prices.


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Nine months ended September 30, 2022 vs. September 30, 2021

Operating loss variance analysis

[[Image Removed: rfp-20220930_g8.jpg]]

Sales



Sales were $35 million higher, or 30%, to $150 million in the first nine months
of the year, due to an increase in shipments by 10,000 short tons, or 15%,
following better conditions in the retail and away-from-home markets, and an
increase in pricing of $228 per short ton, or 13%, due to favorable product mix
and a rise in tissue pricing.

Cost of sales, excluding depreciation, amortization and distribution costs

After removing the effect of higher volume, our manufacturing costs increased by $32 million compared to the year-ago period, mainly reflecting:



•higher fiber costs ($21 million) due to higher market pulp prices, including
the loss of pulp integration following the indefinite idling of the Calhoun pulp
and paper operations;

•higher energy costs ($6 million) due to higher prices; and

•unfavorable maintenance and labor costs ($4 million).


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                                 WOOD PRODUCTS

Highlights

                                                        Three Months Ended                                Nine Months Ended
                                                           September 30,                                    September 30,
(Unaudited, in millions, except where
otherwise stated)                                    2022                     2021                    2022                       2021
Sales                                          $   379                $     293                $  1,324                $     1,387
Operating income (1)                           $    42                $      64                $    441                $       690
EBITDA (2)                                     $    53                $      75                $    474                $       722
(In millions board feet)
Shipments (3)                                      606                      511                   1,577                      1,578
Downtime                                            22                       47                      72                        112


                                                               September 30,

             (Unaudited, in millions board feet)             2022               2021
             Finished goods inventory (3)                  168                 129

(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                              Nine Months Ended
                                                           September 30,                                   September 30,
(Unaudited, in millions)                              2022                    2021                   2022                     2021
Net income including noncontrolling
interest                                        $    42                $     64                $   441                $     690
Depreciation and amortization                        11                      11                     33                       32
EBITDA                                          $    53                $     75                $   474                $     722


Industry trends

[[Image Removed: rfp-20220930_g9.jpg]]

U.S. housing starts were 1.6 million on a seasonally adjusted basis in the first
nine months of 2022, up by 1.8% from the same period last year, which reflects a
5.1% decrease in single-family starts and an increase of 17.9% 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 1.5% in the first nine months of 2022 compared to the year ago period,
and the 2x4x8 Stud KD GL price rose by 2.4%. The 2x4 - RL #2 KD Southern Pine
(Eastside) price decreased by 0.1%, and the 2x4 - RL #2 KD Southern Pine
(Westside) price was down by 0.2%.

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

Operating income variance analysis

[[Image Removed: rfp-20220930_g10.jpg]]

Sales



Sales were $86 million higher, or 29%, to $379 million in the quarter. Volume
increased sales by $92 million reflecting an increase in shipments of 95 million
board feet, or 19%, due to softer lumber market conditions in the prior period.
Pricing resulted in a $6 million decrease in sales.

Cost of sales, excluding depreciation, amortization and distribution costs

After removing the effects of the weaker Canadian dollar, and of the higher volume, which included higher manufacturing costs related to the Larouche and St-Prime acquisition, COS increased by $43 million, mainly reflecting:



•higher log costs ($26 million), primarily due to an increase in stumpage fees
(which are based on higher benchmark lumber selling prices reflecting a time lag
in the stumpage system), as well as fuel and higher external log cost; and

•unfavorable sawmill operating costs ($14 million), mainly due to maintenance, labor, outside services and fuel.

Distribution costs



After removing the effect of higher volume, and of the weaker Canadian dollar,
distribution costs increased by $8 million, mainly due to higher freight rates
and limited flexibility of mode of transportation.

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Nine months ended September 30, 2022 vs. September 30, 2021

Operating income variance analysis

[[Image Removed: rfp-20220930_g11.jpg]]

Sales



Sales were $63 million lower, or 5%, to $1,324 million in the first nine months
of the year mainly reflecting lower 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 $96 million, reflecting a lower average
transaction price of $90 per thousand board feet, or 10%. Sales volume was $33
million higher, due to the acquisition of the remaining 50% equity interests in
Larouche and St-Prime, partly offset by 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 higher volume, which included higher manufacturing cost related to the Larouche and St-Prime acquisition, COS increased by $120 million, mainly reflecting:



•higher log costs ($79 million), primarily due to an increase in stumpage fees
(which are based on higher benchmark lumber selling prices reflecting a time lag
in the stumpage system), harvesting costs, fuel and higher external log cost;
and

•unfavorable sawmill operating costs ($39 million), mainly due to maintenance, labor, outside services and fuel.

Distribution costs

After removing the effect of volume, and the weaker Canadian dollar, distribution costs increased by $17 million, mainly due to higher freight rates and limited flexibility of mode of transportation.


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                                     PAPER

Highlights

                                                        Three Months Ended                                Nine Months Ended
                                                           September 30,                                    September 30,
(Unaudited, in millions, except where
otherwise stated)                                    2022                     2021                    2022                       2021
Sales                                          $   280                $     252                $    816                $       719
Operating income (loss) (1)                    $    52                $      16                $    114                $       (15)
EBITDA (2)                                     $    62                $      31                $    143                $        31
(In thousands of metric tons)
Shipments                                          327                      364                   1,020                      1,124
Downtime                                            32                       36                      96                        229


                                                                  September 30,

           (Unaudited, in thousands of metric tons)             2022              2021
           Finished goods inventory                            74                 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                              Nine Months Ended
                                                           September 30,                                   September 30,
(Unaudited, in millions)                              2022                    2021                   2022                     2021
Net income (loss) including noncontrolling
interest                                        $    52                $     16                $   114                $     (15)
Depreciation and amortization                        10                      15                     29                       46
EBITDA                                          $    62                $     31                $   143                $      31


Industry trends

[[Image Removed: rfp-20220930_g12.jpg]]



North American newsprint demand fell by 8.4% in the first eight months of the
year compared to the same period last year. Demand from newspaper publishers
fell by 6.4% and demand from commercial printers fell by 11.4%. 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 2.6% in the first eight months of 2022, with
North America, Western Europe, and Asia down by 8.4%, 0.7%, and 1.7%,
respectively. The shipment-to-capacity ratio increased to 89%, up from 86% in
the year-ago period.

North American demand for uncoated mechanical papers rose by 8.4% in the first
eight months of 2022, compared to the year-ago period, reflecting a 6.7%
increase in supercalendered grades, and a 9.8% increase in standard grades. The
shipment-to-capacity ratio for all uncoated mechanical papers was 92%, compared
to 91% in the year-ago period.

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

Operating income variance analysis

[[Image Removed: rfp-20220930_g13.jpg]]

Sales



Sales increased by $28 million, or 11%, to $280 million in the quarter. After
adjusting for the effects of the indefinite idling of the Calhoun paper
operations, volume, and the Canadian dollar fluctuation, pricing contributed to
a $65 million increase in sales, due to higher prices across all paper grades
reflecting a rise in the average transaction price of $167 per metric ton, or
24%.

Cost of sales, excluding depreciation, amortization and distribution costs



After adjusting for the effects of the indefinite idling of the Calhoun paper
operations, and the weaker Canadian dollar, manufacturing costs increased by
$30 million, largely reflecting:

•higher energy costs ($13 million) due to higher prices of power and natural gas;

•higher fiber costs ($5 million);

•higher chemical costs ($5 million) due to price increase; and

•unfavorable maintenance costs ($3 million) as a result of the scope of work.

Distribution costs

After removing the effect of volume, distribution costs increased by $11 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 $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.

Nine months ended September 30, 2022 vs. September 30, 2021

Operating income (loss) variance analysis

[[Image Removed: rfp-20220930_g14.jpg]]

Sales



Sales rose by $97 million, or 13%, to $816 million in the first nine months 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 $189 million increase in sales, due to an increase in the
average transaction price of $160 per metric ton, or 25%, due to higher prices
across all paper grades and lower volume decreased sales by $4 million due to
logistic constraints.

Cost of sales, excluding depreciation, amortization and distribution costs



Manufacturing costs increased by $66 million after adjusting for the effects of
volume, the indefinite idling of the Calhoun paper operations, and the weaker
Canadian dollar, largely reflecting:

•higher energy costs ($32 million) due to higher prices of power and natural gas, as well as lower internal power generation;

•higher chemical costs ($11 million), mainly due to higher prices;

•higher fiber costs ($11 million); and

•unfavorable maintenance costs ($10 million) as a result of the scope of work.

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 $33 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 $17 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                                Nine Months Ended
                                                             September 30,                                     September 30,
(Unaudited, in millions)                                2022                     2021                    2022                      2021
Cost of sales, excluding depreciation,
amortization and distribution costs              $     (5)               $      (3)               $    (21)               $       (5)
Depreciation and amortization                          (4)                      (5)                    (10)                      (13)
Selling, general and administrative
expenses                                              (31)                      (7)                    (52)                      (32)
Closure costs, impairment and other related
charges                                                 1                        -                      (8)                       (2)
Net loss on disposition of assets                       -                        -                      (2)                        -
Operating loss                                        (39)                     (15)                    (93)                      (52)
Interest expense                                       (5)                      (5)                    (16)                      (16)
Non-operating pension and other
postretirement benefit (costs) credits                 (3)                       3                     (13)                        8
Other income (expense), net                            37                       20                      95                       (74)
Income tax provision                                  (66)                     (40)                    (89)                     (167)
Net loss including noncontrolling interest       $    (76)               $     (37)               $   (116)               $     (301)


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

                                                         Three Months Ended                                Nine Months Ended
                                                            September 30,                                    September 30,
(Unaudited, in millions)                              2022                     2021                    2022                      2021
Net loss including noncontrolling interest      $   (76)               $     (37)               $   (116)               $     (301)
Interest expense                                      5                        5                      16                        16
Income tax provision                                 66                       40                      89                       167
Depreciation and amortization                         4                        5                      10                        13
EBITDA                                               (1)                      13                      (1)                     (105)

Closure costs, impairment and other
related charges                                      (1)                       -                       8                         2

Net loss on disposition of assets                     -                        -                       2                         -

Non-operating pension and other
postretirement benefit costs (credits)                3                       (3)                     13                        (8)

Other (income) expense, net                         (37)                     (20)                    (95)                       74
Adjusted EBITDA                                 $   (36)               $     (10)               $    (73)               $      (37)

Three and nine months ended September 30, 2022 vs. September 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
September 30, 2022, we had cash and cash equivalents of $446 million and
availability of $874 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.

Third Quarter and Year-to-Date Overview



Credit rating risk

                                                                       December 31,
                                                  Current                  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 nine months ended September 30, 2022 and 2021,
was as follows:

                                                                                 Nine Months Ended
                                                                                   September 30,
(Unaudited, in millions)                                                     2022                       2021
Net cash provided by operating activities                            $     591                $       580
Net cash used in investing activities                                     (253)                      (204)
Net cash used in financing activities                                       (4)                      (375)

Effect of exchange rate changes on cash and cash equivalents, and restricted cash

                                                         (7)                        (1)

Net increase in cash and cash equivalents, and restricted cash $ 327

                $         -


Nine months ended September 30, 2022 vs. September 30, 2021

Net cash provided by operating activities



We generated $591 million of cash from operating activities in the first nine
months of 2022, compared to $580 million in the year-ago period. The increase is
primarily driven by a decrease in planned major maintenance payments, as well as
pension contributions, partly offset by lower profitability and an unfavorable
working capital variance in the current period.

Net cash used in investing activities



We used $253 million of cash in investing activities in the current period,
compared to $204 million in the year-ago period. The difference mostly reflects
the acquisitions, net of cash acquired, of Larouche and St-Prime and of a power
generation facility in Senneterre ($49 million).

Net cash used in financing activities



Net cash used in financing activities was $4 million in the first nine months of
2022, compared to $375 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 addition, in the current year, we repurchased $2
million of shares, compared to the year-ago period when we repurchased $34
million, and paid a special dividend of $1 per share, or $79 million.

Outlook



While headwinds from inflationary pressure and rising interest rates influenced
building materials demand and prices in the third quarter, we expect lumber
prices to stabilize as the market finds supply-demand balance. The paper segment
should continue to benefit from favorable prices. We expect market conditions to
soften marginally in market pulp, while the temporary idling of the Menominee
recycled pulp mill will result in lower shipments. With transportation
challenges easing, we expect to continue to normalize inventory in wood products
and paper segments.

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 September 30, 2022, and 125,482 shares at an average price of
$11.34 for a total of $2 million during the nine months ended September 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 nine months ended September 30, 2021, we
repurchased 1,248,251 shares at an average price of $10.95 for a total of
$14 million and 3,340,599 shares at an average price of $10.22 for a total of
$34 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
nine months ended September 30, 2022. We declared a special dividend of $1.00
per share ($79 million) on our common stock during the nine months ended
September 30, 2021. The dividend was paid to shareholders on July 7, 2021.

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RESOLUTE FOREST PRODUCTS INC.

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