Cascades
Annual Report 2019

Plain-text annual report

T R O P E R L A U N N A 9 1 0 2 S E D A C S A C Source of Possibilities 2019 Annual Report 2019 at a Glance Containerboard Packaging 49th A Canadian leader 6th largest producer in North America Specialty Products A North American leader in industrial and food packaging A leading North American producer of honeycomb paperboard Tissue Papers A leader in tissue papers production in Canada 4th largest producer in North America Recovery A Canadian leader in the recovery of recycled fibres Boxboard Europe1 2nd largest producer of coated recycled boxboard in Europe Global 100 Most Sustainable Corporations in the World (Corporate Knights) 6th Canada’s top 50 corporate citizens (Corporate Knights) 9th consecutive year most responsible company and brand according to Quebecers, as measured by the Barometer of Responsible Consumption $578 M invested in property, plant & equipment, business acquisitions and in our management systems, excluding right-of-use assets 3.4 M short tons of recycled fibre saved from landfills in North America and Europe, for all the Corporation $4,996 M Sales $547 M OIBD2 $604 M Adjusted OIBD2 84% of the fibre used to make our products is recycled 77% of our manufacturing waste is reused 1.73 OSHA rate 14% reduction in our energy consumption since 2010 50% reduction in our greenhouse gas emissions intensity since 1990* 26% reduction in our water consumption since 2010 1 Via our 57.95% equity ownership in Reno de Medici S.p.A. (at Dec. 31, 2019), a public Italian company. 2 Please refer to the “Forward-looking Statements” and “Supplemental Information on Non-IFRS Measures’’ sections for more details. 3 OSHA frequency rate: Number of accidents with lost time or temporary assignments or medical treatments X 200,000 hours/hours worked. * Direct emissions, preliminary data. Financial Snapshot (In millions of Canadian dollars, unless otherwise noted) 2019 20187 2017 AS REPORTED Sales Operating income % of sales Operating income before depreciation and amortization (OIBD)1 % of sales Net earnings per share (in dollars) Dividend per share (in dollars) ADJUSTED1 Operating income % of sales Operating income before depreciation and amortization (OIBD)1 % of sales Net earnings per share (in dollars) Return on assets1, 2 Return on capital employed1, 3 FINANCIAL POSITION (AS AT DECEMBER 31) Total assets Capital employed3 Net debt1 Net debt /adjusted OIBD1, 8 Equity attributable to shareholders per share (in dollars) Working capital as a % of sales6 KEY INDICATORS Total shipments (in thousands of short tons (s.t.))4 Manufacturing capacity utilization rate5 US$/CAN$ - Average rate 4,996 258 5.2% 547 10.9% 69 $0.74 $0.24 315 6.3% 604 12.1% 96 $1.02 12.0% 5.4% 5,180 4,206 1,963 3.25x 1,489 $15.81 10.1% 3,366 92% $0.75 4,649 228 4.9% 472 10.2% 57 $0.60 $0.16 245 5.3% 489 10.5% 79 $0.83 10.6% 4.6% 4,948 3,881 1,769 3.5x 1,506 $15.99 10.6% 3,225 93% $0.77 4,321 175 4.0% 390 9.0% 507 $5.35 $0.16 178 4.1% 393 9.1% 68 $0.72 9.2% 3.7% 4,427 3,638 1,522 3.6x 1,455 $15.32 10.1% 3,114 93% $0.77 1 See “Forward-looking Statements” and “Supplemental Information on Non-IFRS Measures” sections for more details. 2 Return on assets is a non-IFRS measure defined as the last twelve months’ (“LTM”) adjusted OIBD/LTM quarterly average of total assets less cash and cash equivalents. Not adjusted for discontinued operations. Starting in Q2 2017, including Greenpac on a consolidated basis. 3 Return on capital employed is a non-IFRS measure and is defined as the after-tax amount of the LTM adjusted operating income, as well as our share of core associates and joint ventures, divided by the LTM quarterly average of capital employed. Capital employed is defined as the quarterly average of total assets less trade and other payables and cash and cash equivalents. Not adjusted for discontinued operations. Including Greenpac as an associate up to Q1 2017 and on a consolidated basis starting in Q2 2017. 4 Shipments do not take into account the elimination of business sector inter-segment shipments. Starting in Q2 2017, including Greenpac. Shipments from our Specialty Products segment are not presented as they use different units of measure. 5 Defined as: Manufacturing internal and external shipments/practical capacity. Excluding Specialty Products segment manufacturing activities. Starting in Q2 2017, including Greenpac. 6 Working capital includes accounts receivable (excluding the short-term portion of other assets) plus inventories less trade and other payables. Percentage of sales = Average LTM working capital/LTM sales. It includes or excludes significant business acquisitions and disposals. Starting in Q2 2017, including Greenpac. 7 2018 results have been adjusted to reflect retrospective adjustments of purchase price allocation. See Note 5 of the 2019 Audited Consolidated Financial Statements for more details. 8 Pro-forma up to 2018 to include business acquisitions on a last twelve months basis. Financial Highlights Symbol: CAS (ON THE TORONTO STOCK EXCHANGE) S&P / TSX Indices - COMPOSITE - SMALL CAP - DIVIDEND - CLEAN TECHNOLOGY - COMPOSITE CANADA REVENUE EXPOSURE BMO Indices - SMALL CAP - SMALL CAP QUÉBEC 1 Quarterly dividend increased from $0.04 to $0.08 per share in Q3 2019. 2 Yield assumes quarterly dividend of $0.08 per share in 2019. 94.2 million Common shares outstanding as at December 31, 2019 83.9 million Total number of common shares traded in 2019 $0.08 Quarterly dividend per share1 in 2019 2.9% Annual dividend yield2 as at December 31, 2019 $13.45 Intraday high in 2019 $7.55 Intraday low in 2019 $1.06 Market capitalization as at December 31, 2019 (in billions) Moody’s: Ba2 (stable) S&P: BB- (stable) Corporate credit ratings as at December 31, 2019 Cascades Share Price Performance in 2019 $11.21 as at December 31, 2019 $14.00 $13.00 $12.00 $11.00 $10.00 $9.00 $8.00 $7.00 Jan Feb March April May June July Aug Sept Oct Nov Dec CAS–TSX – Closing price ($) Table of Contents 4 6 10 Message from Alain Lemaire Executive Chairman of the Board The Value of our Commitments Message from Mario Plourde President and Chief Executive Officer Progress Through Innovation Financial Information Management’s Discussion and Analysis, Management’s Report, Independent Auditor’s Report and Consolidated Financial Statements 130 Raw Materials and Overview of our Results 132 Cascades Worldwide Cascades Inc.’s 2019 Annual Information Form will be available, upon request, from the Corporation’s head office as of March 27, 2020. The document will also be accessible via the Corporation’s website (www.cascades.com) and will be filed on SEDAR (www.sedar.com) as of this date. On peut se procurer la version française du présent rapport annuel en s’adressant au siège social de la Société à l’adresse suivante : Secrétaire corporatif Cascades inc. 404, boulevard Marie-Victorin Kingsey Falls (Québec) J0A 1B0 Transfer Agent and Registrar Computershare Shareholders Services 1500 Robert-Bourassa Boulevard Suite 700 Montréal, Québec H3A 3S8 Canada Telephone: 514-982-7555 Toll-free (Canada): 1-800-564-6253 Fax: 514-982-7635 service@computershare.com Head Office Cascades Inc. 404 Marie-Victorin Blvd. Kingsey Falls, Québec J0A 1B0 Canada Telephone: 819-363-5100 Fax: 819-363-5155 Investor Relations Investor Relations Cascades Inc. 772 Sherbrooke Street West Suite 100 Montréal, Québec H3A 1G1 Canada Jennifer Aitken, MBA Director, Investor Relations investor@cascades.com Telephone : 514-282-2697 www.cascades.com/investors 3 Source of Possibilities Alain Lemaire Executive Chairman of the Board of Directors 4 2019 Annual Report The Value of our Commitments Dear Shareholders, Recycling has been central to the Cascades business model since its inception. As a result of this foundation, most of Cascades’ products are made with recycled materials, a fact that distinguishes the Corporation from many other North American packaging and tissue companies. In recent years there has been growing concern about the overall environmental impact caused by products throughout their lifecycles. Cascades’ unique legacy of ecological expertise and its commitment to environmental stewardship firmly place it at the forefront of its peers to meet the rising demand for sustainable packaging and tissue solutions. Considering this evolving market framework, Cascades is very proud to be gaining recognition for its longstan- ding commitment to the environment. The Corporation was recently named amongst the Global 100 Most Sustainable Corporations in the World by Corporate Knights in the organization’s 2020 annual analysis of more than 7,000 companies world-wide with revenues of over $1 billion. Significantly, Cascades was the ONLY company within the Containers and Packaging category to be awarded this recognition. Environmental considerations have always been, and always will be, a part of Cascades’ culture by choice, and the Corporation’s ability to carry through on this commitment is a key area of oversight for the Board of Directors. Indeed, along with a focused and effective long-term growth strategy, Cascades’ ability to provide its customers with sustainable solutions will be an important driver of lasting growth and value creation for the Corporation, its employees, its customers, the communities in which it operates, and its shareholders. Environmental stewardship and the successful implementation of long-term growth initiatives are not short-term endeavours. Rather, they are enduring com- mitments that require a continuity of corporate culture that remains flexible enough to adapt when needed. In this regard, succession planning is both key to renewing the Company’s future roadmap and an integral part of good corporate governance. To this end, I would like to express our appreciation for the work accomplished by our two retiring directors, George Kobrynsky and Laurence Sellyn. In addition to the benefits that their experience and expertise in management and finance brought to the Board, Mr. Kobrynsky and Mr. Sellyn played a key role in the recruitment and appointment of the directors who will be replacing them. As part of the succession plan implemented by the Board in 2019, their departures were timed to ensure an orderly transi- tion of responsibilities. Accordingly, the Company is pleased recently added Mélanie Dunn, Elif Lévesque and Nelson Gentiletti to the Board of Directors. Their combined experience, expertise, values and vision will play key roles as the Company implements its long-term strategic vision. to have Cascades remains true to its roots in sustainable development, successfully combining environmental advocacy with value creation. The Board of Directors looks forward to helping ensure that the Corporation continues to follow this path and, in doing so, builds long-term sustainable value for all our partners. Thank you for your continued and trust. interest, support Alain Lemaire Executive Chairman of the Board of Directors Source of Possibilities 5 Mario Plourde President and Chief Executive Officer 6 2019 Annual Report Progress Through Innovation Dear Shareholders and Business Partners, Cascades has never defined itself by what other people think is possible. Throughout our 55-year history, we have always taken pride in our ability to find innovative new ways to turn possibilities into realities. This culture has been a driving factor in our past successes, remains an integral part of who we are today, and will continue to be an important catalyst behind future growth. We have implemented significant and often large-scale changes over the past five years within the Corporation. Some were strategic – as in the repositioning of our operational focus on packaging and tissue and our exit from business segments with less sustainable future growth potential. Others focused on optimizing productivity, efficiency and profitability levels – such as the extensive investment projects undertaken to modernize our operations and IT platforms and redesign all our supporting functions. Others still were focused squarely on building future growth – including the Orchids Paper, Barcelona Cartonboard and U.S. moulded pulp asset acquisitions, and greenfield build projects like our state-of-the-art box plant in New Jersey and the Greenpac Mill in Niagara Falls, NY. These actions varied in scope, strategic rationale, and financial and operational significance. The common thread underlying them all, however, is the pivotal and durable contribution that each brings to our future potential. Cascades’ origin stems from the belief that by reusing and transforming recycled material into useful products for companies and people, we could unlock untapped benefits for the Corporation, our employees, our shareholders, the environment and the communities in which we operate. What was true then remains true today, and this sustainably focused foundation and our fundamental belief that innovation is driven by possibility will continue to drive Cascades’ path forward. The Corporation’s commitment to the environment has always encompassed not only procurement but also our entire production process. This is reflected in the fact that Cascades uses an average of 83% less water than the Canadian1 paper industry average, and 72% less than the American2 paper industry average, and 62% less energy than the national1 average. In addition, all of Cascades’ raw fibre material used in production is FSC® certified, and at the end of the production cycle 77% of our residual materials are repurposed for other uses such as biomass boilers, agricultural applications, and restoration of damaged sites, to name a few. 1 Source : Forest Products Association of Canada. 2 Source : American Forest and Paper Association. Source of Possibilities 7 Merging our proactive engagement with the planned, strategic steps and investments we are carrying out to optimize our operations and market offerings has put us firmly on the path to fulfilling what we know to be our full potential. The record sales and profitability levels that we generated in 2019 are testament to these efforts, and predictive barometers of things to come. Harvesting the full benefit from all these actions will remain our priority, will allow us to build growth momentum going forward, and will be a significant source of possibilities for the Corporation and all our stakeholders. Thank you for your continued support. Mario Plourde President and Chief Executive Officer 8 2019 Annual ReportSales ($M) OIBD2 ($M) OIBD AJUSTED OIBD 4,996 4,649 4,321 5,000 4,750 4,500 4,250 4,000 3,750 700 600 500 400 300 200 100 0 604 547 489 472 390 393 2017 2018 2019 2017 2018 2019 Return on capital employed1 5.4% 4.6% 3.7% 6.0% 5.0% 4.0% 3.0% 2.0% 1.0% 0.0% Total shipments and manufacturing capacity utilization rate (’000 s.t. and %) 3,500 3,250 3,000 2,750 2,500 2,250 100% 3,366 3,225 93% 3,114 93% 92% 95% 90% 85% 80% 2017 2018 2019 2017 2018 2019 Net debt / Adjusted OIBD2, 3 3.6 x 3.5 x 3.25 x 5.0 x 4.0 x 3.0 x 2.0 x 1.0 x 0.0 x 1 2018 results have been adjusted to reflect retrospective adjustments of purchase price allocation. Please refer to Note 5 of the 2019 audited consolidated financial statements for more details. 2 Please refer to the “Supplemental Information on Non-IFRS Measures” section for reconciliation of these figures. 3 Pro-forma up to 2018 to include business acquisitions on a last twelve months basis. 2017 2018 2019 Source of Possibilities 9 Financial Information 12 66 67 69 74 76 Management’s Discussion and Analysis Management’s Report to the Shareholders of Cascades Inc. Independent Auditor’s Report to the Shareholders of Cascades Inc. Consolidated Financial Statements Segmented Information Notes to Consolidated Financial Statements 127 Board of Directors 128 Historical Financial Information — 10 Years 1010 2019 Annual Report 2019 Annual ReportSource of Possibilities 11 Source of PossibilitiesOUR BUSINESS Cascades Inc. is a paper and packaging company that produces, converts and sells packaging and tissue products composed primarily of recycled fibres. Established in 1964 in Kingsey Falls, Québec, the Corporation was founded by the Lemaire brothers, who saw the economic and social potential of building a company focused primarily on the sustainable development principles of reusing, recovering and recycling. More than 55 years later, Cascades is a multinational business with more than 90 operating facilities1 and 12,300 employees across Canada, the United States and Europe. The Corporation currently operates four business segments: (Business segments) PACKAGING PRODUCTS Containerboard Boxboard Europe3 Specialty Products TISSUE PAPERS Number of Facilities1 2019 Sales2 (in $M) 2019 Operating Income Before Depreciation and Amortization (OIBD)2 (in $M) 2019 Adjusted OIBD2,4 (in $M) 2019 Adjusted OIBD Margin (%) 26 7 18 21 1,827 1,048 492 1,509 443 92 52 64 441 108 55 86 24.1 % 10.3 % 11.2 % 5.7 % 1 Including associates and joint ventures. The Corporation also has 19 Recovery and Recycling facilities which are included in Corporate Activities. The location of our plants4 and employees around the world are as follows: CHANGE IN SEGMENTED INFORMATION In 2019, the Corporation modified its internal reporting in accordance with CODM requirements and business analysis. As a result, the Corporation modified its segmented information disclosure and restated prior periods. The Corporation's recovery and recycling activities, previously included in the Specialty Products segment, are now included in the Corporate Activities since they support our North American packaging and tissue papers segments and are analyzed separately. 2 Excluding associates and joint ventures not included in consolidated results. Refer to Note 8 of the 2019 audited consolidated financial statements for more information on associates and joint ventures. 3 Via our equity ownership in Reno de Medici S.p.A., a public Italien company. 4 Excluding sales offices, distribution and transportation hubs and corporate offices. Including main associates and joint ventures. 5 Please refer to the “Supplemental Information on Non-IFRS Measures” section for a complete reconciliation. 12 1 2019 Annual Report BUSINESS DRIVERS Cascades’ results may be impacted by fluctuations in the following areas: EXCHANGE RATES On a year-over-year basis, the average value of the Canadian dollar in 2019 decreased by 2% when compared to the US dollar and increased by 3% compared to the euro. ENERGY COSTS The average price of natural gas decreased by 15% in 2019 compared to the previous year. In the case of crude oil, the average 2019 price was 13% lower than in 2018. US$/CAN$ - Average rate EURO€/CAN$ - Average rate US$/CAN$ End of period rate $ $ $ EURO€/CAN$ End of period rate $ Natural Gas Henry Hub - US$/mmBtu $ Source: Bloomberg 2017 YEAR Q1 Q2 Q3 Q4 2018 YEAR Q1 Q2 Q3 Q4 0.77 $ 0.80 $ 0.68 $ 0.66 $ 3.11 $ 0.79 $ 0.78 $ 0.64 $ 0.63 $ 2.98 $ 0.77 $ 0.76 $ 0.65 $ 0.65 $ 2.80 $ 0.77 $ 0.77 $ 0.66 $ 0.67 $ 2.91 $ 0.76 $ 0.73 $ 0.66 $ 0.64 $ 3.64 $ 0.77 $ 0.73 $ 0.65 $ 0.64 $ 3.09 $ 0.75 $ 0.75 $ 0.66 $ 0.67 $ 3.15 $ 0.75 $ 0.76 $ 0.67 $ 0.67 $ 2.64 $ 0.76 $ 0.76 $ 0.68 $ 0.69 $ 2.23 $ 0.76 $ 0.77 $ 0.68 $ 0.69 $ 2.50 $ 2019 YEAR 0.75 0.77 0.67 0.69 2.63 RAW MATERIALS Reference prices - uncoated recycled boxboard 1 The reference price for uncoated recycled boxboard increased by 5% in 2019 compared to 2018 due to better market conditions. The reference price remained stable throughout the year at $730. Reference prices - fibre costs in North America 1 The brown grade recycled paper No. 11 (old corrugated containers, OCC) and the recycled paper No. 56 (sorted residential papers, SRP) index prices decreased by 45% and 58%, respectively, in 2019 compared to 2018. The white grade recycled paper No. 37 (sorted office papers, SOP) decreased by 34% in 2019 compared to 2018. Following China's ban on recovered paper import permits in the last quarter of 2017, the old corrugated containers index price gradually declined from US$100 at the end of 2017 to US$68 at the end of 2018, and to US$28 at the end of 2019. 1 Source: RISI, excluding mixed papers 2 13 Source of Possibilities HISTORICAL MARKET PRICES OF MAIN PRODUCTS AND RAW MATERIALS These indexes should only be used as trend indicators; they may differ from our actual selling prices and purchasing costs. Selling prices (average) PACKAGING PRODUCTS Containerboard (US$/short ton) Linerboard 42-lb. unbleached kraft, Eastern US (open market) Corrugating medium 26-lb. semichemical, Eastern US (open market) Boxboard Europe (euro/metric ton) Recycled white-lined chipboard (WLC) index1 Virgin coated duplex boxboard (FBB) index2 Specialty Products (US$/short ton) Uncoated recycled boxboard - 20-pt. bending chip (series B) TISSUE PAPERS (US$/short ton) Parent rolls, recycled fibres 2017 2018 2019 2019 vs 2018 Year Q1 Q2 Q3 Q4 Year Q1 Q2 Q3 Q4 Year Change % 693 722 755 755 755 747 752 735 725 725 734 (13) (2)% 592 637 670 670 670 662 650 640 630 630 638 (24) (4)% 672 678 673 673 673 674 672 672 672 669 671 (3) — 1,031 1,072 1,072 1,072 1,072 1,072 1,117 1,117 1,117 1,115 1,117 45 4 % 645 643 680 730 730 696 730 730 730 730 730 34 5 % (transaction) Parent rolls, virgin fibres (transaction) 1,323 1,366 1,388 1,404 1,422 1,395 1,441 1,444 1,420 1,411 1,429 1,043 1,072 1,087 1,102 1,112 1,093 1,151 1,164 1,143 1,109 1,142 49 34 4 % 2 % Raw materials prices (average) RECYCLED PAPER North America (US$/short ton) Sorted residential papers, No. 56 (SRP - Northeast average) Old corrugated containers, No. 11 (OCC - Northeast average) Sorted office papers, No. 37 (SOP - Northeast average) Europe (euro/metric ton) 79 138 59 92 31 71 28 68 28 68 36 74 24 61 16 40 10 33 169 165 193 210 203 193 183 140 101 Recovered paper index3 142 111 99 103 107 105 96 87 71 8 30 88 49 15 41 (21) (58)% (33) (45)% 128 (65) (34)% 76 (29) (28)% VIRGIN PULP (US$/metric ton) Northern bleached softwood kraft, Canada Bleached hardwood kraft, mixed, Canada/US Source: RISI and Cascades. 1,105 1,233 1,310 1,377 1,428 1,342 1,380 1,292 1,170 1,115 1,239 (103) (8)% 958 1,077 1,125 1,192 1,213 1,152 1,180 1,100 970 893 1,036 (116) (10)% 1 The Cascades Recycled White-Lined Chipboard Selling Price Index is based on published indexes and represents an approximation of Cascades' recycled-grade selling prices in Europe. It is weighted by country and has been rebalanced as at January 1, 2018. 2 The Cascades Virgin Coated Duplex Boxboard Selling Price Index is based on published indexes and represents an approximation of Cascades' virgin-grade selling prices in Europe. It is weighted by country and has been rebalanced as at January 1, 2018. 3 The Cascades Recovered Paper Index is based on published indexes and represents an approximation of Cascades' recovered paper purchase prices in Europe. It is weighted by country, based on the recycled fibre supply mix, and has been rebalanced as at January 1, 2018. 14 3 2019 Annual Report SENSITIVITY TABLE1 The following table provides a quantitative estimate of the impact that potential changes in the prices of our main products, the costs of certain raw materials, energy and the exchange rates may have on Cascades’ annual OIBD, assuming, for each price change, that all other variables remain constant. Estimates are based on Cascades’ 2019 manufacturing and converting external shipments and consumption quantities. It is important to note that this table does not consider the Corporation's use of hedging instruments for risk management. These hedging policies and portfolios (see the “Risk Factors” section) should also be considered in order to fully analyze the Corporation’s sensitivity to the highlighted factors. Potential indirect sensitivity to the CAN$/US$ exchange rate is not considered in this table. Some of Cascades’ selling prices and raw material costs in Canada are based on US dollar reference prices and costs that are then converted into Canadian dollars. Consequently, fluctuations in the exchange rate may have a direct impact on the value of sales and purchases of Canadian facilities in Canada. However, because it is difficult to measure the precise impact of this fluctuation, we do not take it into consideration in the following table. The impact of the exchange rate on the working capital items and cash positions denominated in currencies other than CAN$ at the Corporation's Canadian units is also excluded. Fluctuations in foreign exchange rates may also impact the translation of the results of our non-Canadian units into CAN$. SHIPMENTS/CONSUMPTION ('000 SHORT TONS, '000 MMBTU FOR NATURAL GAS) INCREASE OIBD IMPACT (IN MILLIONS OF CAN$) SELLING PRICE (MANUFACTURING AND CONVERTING)2 North America Containerboard Packaging Linerboard 42-lb. unbleached kraft, Eastern US Corrugating medium 26-lb. semichemical, Eastern US Converting products Tissue Papers Europe Boxboard RAW MATERIALS2 Recycled Papers North America Brown grades (OCC and others) Groundwood grades (SRP and others) White grades (SOP and others) Europe Brown grades (OCC and others) Groundwood grades (SRP and others) White grades (SOP and others) Virgin pulp North America Europe Natural gas North America Europe Exchange rate3 Sales less purchases in US$ from Canadian operations U.S. subsidiaries translation European subsidiaries translation 350 350 740 1,440 680 2,120 1,290 1,540 130 510 2,180 1,000 170 130 1,300 3,480 160 80 240 8,900 5,100 14,000 US$25/s.t. US$25/s.t. US$25/s.t. US$25/s.t. €25/s.t. US$15/s.t. US$15/s.t. US$15/s.t. €15/s.t. €15/s.t. €15/s.t. US$30/s.t. €30/s.t. US1.00/mmBtu €1.00/mmBtu CAN$/US$ 0.01 change CAN$/US$ 0.01 change CAN$/€ 0.01 change 11 11 24 46 22 68 47 (30) (3) (10) (43) (22) (4) (3) (29) (72) (6) (3) (9) (12) (7) (19) — 2 1 1 Sensitivity calculated according to 2019 volumes or consumption with year-end closing exchange rate of CAN$/US$ 1.30 and CAN$/€ 1.46, excluding hedging programs and the impact of related expenses such as discounts, commissions on sales and profit-sharing. Adjusted for the business acquisition of Orchids. 2 Based on 2019 external manufacturing and converting shipments, as well as fibre and pulp consumption. Including purchases sourced internally from our recovery and recycling operations. Adjusted to reflect acquisitions, disposals and closures, if needed. 3 As an example, from CAN$/US$ 1.30 to CAN$/US$ 1.31 and from CAN$/€ 1.46 to CAN$/€ 1.47. 4 15 Source of Possibilities SUPPLEMENTAL INFORMATION ON NON-IFRS MEASURES SPECIFIC ITEMS The Corporation incurs some specific items that adversely or positively affect its operating results. We believe it is useful for readers to be aware of these items, as they provide additional information to measure performance, compare the Corporation’s results between periods, and assess operating results and liquidity, notwithstanding these specific items. Management believes these specific items are not necessarily reflective of the Corporation’s underlying business operations in measuring and comparing its performance and analyzing future trends. Our definition of specific items may differ from those of other corporations, and some of them may arise in the future and may reduce the Corporation’s available cash. They include, but are not limited to, charges for (reversals of) impairment of assets, restructuring gains or costs, loss on refinancing and repurchase of long-term debt, some deferred tax asset provisions or reversals, premiums paid on long-term debt refinancing, gains or losses on the acquisition or sale of a business unit, gains or losses on the share of results of associates and joint ventures, unrealized gains or losses on derivative financial instruments that do not qualify for hedge accounting, unrealized gains or losses on interest rate swaps, foreign exchange gains or losses on long-term debt and financial instruments, specific items of discontinued operations and other significant items of an unusual, non-cash or non-recurring nature. SPECIFIC ITEMS INCLUDED IN OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION AND NET EARNINGS The Corporation incurred the following specific items in 2019 and 2018: LOSS (GAIN) ON ACQUISITIONS, DISPOSALS AND OTHERS 2019 The Containerboard packaging segment recorded a $2 million gain from the sale of a building and piece of land of a closed plant. As well, the lease on our Bear Island facility in Virginia was terminated by the lessee. As such, the Containerboard segment recorded a gain of $10 million following the reversal of liabilities related to lease incentives to the lessee and to accrued carrying costs. In the wake of the lease termination, the Containerboard segment recorded a loss of $4 million following the sale of some assets. The Specialty Products segment concluded the sale of its two plants in France which converts cardboard into packaging for the paper industry and recorded a loss of $1 million. The Tissue Papers segment recorded a $22 million gain following the acquisition of Orchids Paper Products Company activities ("Orchids") (please refer to the “Business Highlights” section). The Corporation also incurred, in Corporate Activities, transaction fees totaling $9 million related to the acquisition. The Corporate Activities segment recorded a $4 million increase in an environmental provision related to a plant closed in a previous year. The segment also recorded a $5 million gain related to a litigation settlement from a prior-year event. 2018 The Containerboard segment completed the sale of the building and land of its Maspeth, NY plant and recorded a gain of $66 million, net of asset retirement obligations of $2 million. The closure was completed during the year and the segment recorded a $1 million gain following the sale of some equipment. The Boxboard Europe segment, in 2019, retroactively recorded a gain of $2 million in 2018 related to the acquisition of Barcelona Cartonboard S.A.U. (see Note 5 of the Audited Consolidated Financial Statements for more details). INVENTORY ADJUSTMENT RESULTING FROM BUSINESS COMBINATION 2019 During the year, operating results in the Tissue Papers segment were negatively impacted by $2 million. This was the result of the inventory acquired at the acquisition of Orchids being recognized at fair value, with no profit recorded on its subsequent sale. 16 5 2019 Annual Report IMPAIRMENT CHARGES AND RESTRUCTURING COSTS 2019 As a result of the lease termination on our Bear Island facility, as described above, the Containerboard segment recorded a $5 million impairment charge on some assets that will not be used in the future. The segment also recorded $1 million in restructuring costs in its U.S. operations. The Boxboard Europe segment recorded a $14 million impairment charge related to its virgin assets and other assets. The Specialty products segment recorded $1 million of restructuring costs and a $1 million impairment charge stemming from the closure during the third quarter of its Trois-Rivières, Québec, plant that manufactured felt backing for flooring. The Tissue Papers segment recorded a $35 million impairment charge and $2 million of restructuring costs mostly related to underperforming assets and the announced closure of two U.S. based plants (please refer to the"Business Highlights" section for more details). The segment also recorded restructuring costs of $5 million related to the closure of two tissue paper machines in Ontario and changes in the segment’s senior management. The Corporate Activities recorded an impairment charge of $14 million on the goodwill and intangible assets of its recovery and recycling activities. The recoverable amount was established based on the fair market value of the property, plant and equipment. 2018 In connection with the closure of the Maspeth, NY plant, mentioned above, the Containerboard Packaging segment recorded a $3 million charge related to closure provisions and severances, and incurred a $1 million charge related to severances for the closure of two sheet plants in Ontario announced on August 28, 2018. The Specialty Products segment recorded a gain of $2 million following the dismantling of a building related to a plant closure in a prior year. The Tissue Papers segment reviewed the recoverable value of a few plants and recorded impairment charges of $75 million on assets following sustained production inefficiencies. DERIVATIVE FINANCIAL INSTRUMENTS In 2019, the Corporation recorded an unrealized gain of $2 million, compared to an unrealized loss of $9 million in 2018, on certain derivative financial instruments not designated for hedge accounting. LOSS ON REPURCHASE OF LONG-TERM DEBT In 2019, the Corporation redeemed US$400 million and $250 million of its unsecured senior notes and recorded early repurchase premiums of $11 million and wrote off $3 million of unamortized financing costs related to these notes. INTEREST RATE SWAPS AND OPTION FAIR VALUE REVALUATION In 2019, the Corporation recorded in “Interest expense on employee future benefits and other liabilities” an unrealized loss of $1 million on the fair value revaluation of a one-time option granted to White Birch to purchase an interest of up to 10% in the Bear Island containerboard mill conversion project. In 2019, the Corporation recorded an unrealized gain of $1 million, compared to an unrealized gain of $1 million in 2018, on interest rate swaps, that are included in financing expenses. FOREIGN EXCHANGE GAIN ON LONG-TERM DEBT AND FINANCIAL INSTRUMENTS In 2019, the Corporation recorded a gain of $6 million on its US$-denominated debt and related financial instruments, compared to a loss of $4 million in 2018. This is composed of a gain of $6 million in 2019, compared to a loss of $5 million in 2018, on foreign exchange forward contracts not designated for hedge accounting. It also included a gain of $1 million in 2018 on our US$-denominated long-term debt, net of our net investment hedges in the U.S. and Europe and forward exchange contracts designated as hedging instruments. FAIR VALUE REVALUATION GAIN ON INVESTMENTS 2018 The Boxboard Europe segment completed the acquisition of PAC Service S.p.A. and recorded a revaluation gain of $5 million on its previously held interest. This item is presented in line item “Fair value revaluation gain on investments” in the consolidated statement of earnings. 6 17 Source of Possibilities PROVISION FOR INCOME TAXES 2019 The Corporation reassessed the probability of recovering unrealized capital losses following the redemption of its US$ denominated debts, which resulted in the recognition of tax assets totalling $12 million, of which $11 million was recorded in results. 2018 The Corporation reassessed the probability of recovering unrealized capital losses which resulted in the derecognition of tax assets totalling $6 million. RECONCILIATION OF NON-IFRS MEASURES To provide more information for evaluating the Corporation’s performance, the financial information included in this analysis contains certain data that are not performance measures under IFRS (“non-IFRS measures”), which are also calculated on an adjusted basis to exclude specific items. We believe that providing certain key performance measures and non-IFRS measures is useful to both Management and investors, as they provide additional information to measure the performance and financial position of the Corporation. This also increases the transparency and clarity of the financial information. The following non-IFRS measures are used in our financial disclosures: • • • • • • • Operating income before depreciation and amortization (OIBD): Used to assess operating performance and the contribution of each segment when excluding depreciation and amortization. OIBD is widely used by investors as a measure of a corporation’s ability to incur and service debt and as an evaluation metric. Adjusted OIBD: Used to assess operating performance and the contribution of each segment on a comparable basis. Adjusted operating income: Used to assess operating performance of each segment on a comparable basis. Adjusted net earnings: Used to assess the Corporation’s consolidated financial performance on a comparable basis. Adjusted free cash flow: Used to assess the Corporation’s capacity to generate cash flows to meet financial obligations and/or discretionary items such as share repurchase, dividend increase and strategic investments. Net debt to adjusted OIBD ratio: Used to measure the Corporation’s credit performance and evaluate financial leverage. Net debt to adjusted OIBD ratio on a pro-forma basis: Used to measure the Corporation’s credit performance and evaluate the financial leverage on a comparable basis, including significant business acquisitions and excluding significant business disposals, if any. Non-IFRS measures are mainly derived from the consolidated financial statements, but do not have meanings prescribed by IFRS. These measures have limitations as an analytical tool and should not be considered on their own or as a substitute for an analysis of our results as reported under IFRS. In addition, our definitions of non-IFRS measures may differ from those of other corporations. Any such modification or reformulation may be significant. 18 7 2019 Annual Report The reconciliation of operating income (loss) to OIBD, to adjusted operating income (loss) and to adjusted OIBD by business segment is as follows: Containerboard Boxboard Europe Specialty Products Tissue Papers Corporate Activities Consolidated 2019 (in millions of Canadian dollars) Operating income (loss) Depreciation and amortization Operating income (loss) before depreciation and amortization Specific items: Loss (gain) on acquisitions, disposals and others Inventory adjustment resulting from business acquisition Impairment charges Restructuring costs Unrealized loss (gain) on derivative financial instruments Adjusted operating income (loss) before depreciation and amortization Adjusted operating income (loss) 328 115 443 (8) — 5 1 — (2) 441 326 45 47 92 — — 14 — 2 16 108 61 36 16 52 1 — 1 1 — 3 55 39 3 61 64 (22) 2 35 7 — 22 86 25 (in millions of Canadian dollars) Operating income (loss) Depreciation and amortization Operating income (loss) before depreciation and amortization Specific items: Gain on acquisitions, disposals and others Impairment charges Restructuring costs (gain) Unrealized loss on derivative financial instruments Adjusted operating income (loss) before depreciation and amortization Adjusted operating income (loss) Containerboard Boxboard Europe Specialty Products Tissue Papers 381 89 470 (67) — 4 3 (60) 410 321 62 37 99 (2) — — — (2) 97 60 24 11 35 — — (2) — (2) 33 22 (122) 64 (58) — 75 — — 75 17 (47) (154) 50 (104) 8 — 14 — (4) 18 (86) (136) Corporate Activities (117) 43 (74) — — — 6 6 (68) (111) 258 289 547 (21) 2 69 9 (2) 57 604 315 20181 Consolidated 228 244 472 (69) 75 2 9 17 489 245 1 2018 results have been adjusted to reflect retrospective adjustments of purchase price allocation. See Note 5 of the 2019 Audited Consolidated Financial Statements for more details. On January 1, 2019, the Corporation applied IFRS 16 Leases retrospectively with no restatement of comparative information, including non-IFRS measures and tables, as allowed by the Standard (see Note 3 of the Audited Consolidated Financial Statements for more details). 8 19 Source of Possibilities Net earnings, as per IFRS, are reconciled below with operating income, adjusted operating income and adjusted operating income before depreciation and amortization: (in millions of Canadian dollars) Net earnings attributable to Shareholders for the year Net earnings attributable to non-controlling interests Provision for income taxes Fair value revaluation gain on investments Share of results of associates and joint ventures Foreign exchange loss (gain) on long-term debt and financial instruments Financing expense, interest expense on employee future benefits and other liabilities and loss on repurchase of long-term debt Operating income Specific items: Gain on acquisitions, disposals and others Inventory adjustment resulting from business combination Impairment charges Restructuring costs Unrealized loss (gain) on derivative financial instruments Adjusted operating income Depreciation and amortization Adjusted operating income before depreciation and amortization 2019 20182 69 28 19 — (9) (6) 157 258 (21) 2 69 9 (2) 57 315 289 604 57 36 48 (5) (11) 4 99 228 (69) — 75 2 9 17 245 244 489 The following table reconciles net earnings and net earnings per share, as per IFRS, with adjusted net earnings and adjusted net earnings per share: NET EARNINGS NET EARNINGS PER SHARE1 (in millions of Canadian dollars, except amount per share) As per IFRS Specific items: Gain on acquisitions, disposals and others Inventory adjustment resulting from business combination Impairment charges Restructuring costs Unrealized loss (gain) on derivative financial instruments Loss on repurchase of long-term debt Unrealized gain on interest rate swaps and option fair value Foreign exchange loss (gain) on long-term debt and financial instruments Fair value revaluation gain on investments Tax effect on specific items, other tax adjustments and attributable to non-controlling interests1 Adjusted 2019 69 20182 57 $ (21) 2 69 9 (2) 14 — (6) — (38) 27 96 (69) $ — $ 75 $ 2 $ 9 $ — $ (1) 4 $ (5) 7 $ 22 $ 79 $ 2019 0.74 $ (0.25) $ 0.02 0.53 $ 0.07 $ (0.02) $ 0.11 — $ (0.06) $ — $ (0.12) $ 0.28 $ 1.02 $ 20182 0.60 (0.53) — 0.60 0.02 0.07 — (0.01) 0.03 (0.03) 0.08 0.23 0.83 1 Specific amounts per share are calculated on an after-tax basis and are net of the portion attributable to non-controlling interests. Per share amounts in line item “Tax effect on specific items, other tax adjustments and attributable to non-controlling interests” only include the effect of tax adjustments. Please refer to “Provision for income taxes” above in this section for more details. 2 2018 results have been adjusted to reflect retrospective adjustments of purchase price allocation. See Note 5 of the 2019 Audited Consolidated Financial Statements for more details. On January 1, 2019, the Corporation applied IFRS 16 Leases retrospectively with no restatement of comparative information, including non-IFRS measures and tables, as allowed by the Standard (see Note 3 of the Audited Consolidated Financial Statements for more details). 20 9 2019 Annual Report The following table reconciles cash flow from operating activities with operating income and operating income before depreciation and amortization: (in millions of Canadian dollars) Cash flow from operating activities Changes in non-cash working capital components Depreciation and amortization Net income taxes paid Net financing expense paid Premium paid on long-term debt refinancing Gain on acquisitions, disposals and others Impairment charges and restructuring costs Unrealized gain (loss) on derivative financial instruments Dividends received, employee future benefits and others Operating income Depreciation and amortization Operating income before depreciation and amortization 2019 460 (59) (289) 27 133 11 24 (68) 2 17 258 289 547 20181 373 (12) (244) 11 107 — 69 (77) (9) 10 228 244 472 The following table reconciles cash flow from operating activities with cash flow from operating activities (excluding changes in non-cash working capital components) and adjusted cash flow from operating activities. It also reconciles adjusted cash flow from operating activities to adjusted free cash flow, which is also calculated on a per share basis: (in millions of Canadian dollars, except amount per share or as otherwise mentioned) Cash flow from operating activities Changes in non-cash working capital components Cash flow from operating activities (excluding changes in non-cash working capital components) Specific items, net of current income taxes if applicable Adjusted cash flow from operating activities Capital expenditures, other assets2 and right-of-use assets payments, net of disposals of $27 million in 2019, compared to $85 million in 2018 Dividends paid to the Corporation's Shareholders and to non-controlling interests Adjusted free cash flow Adjusted free cash flow per share 2019 460 (59) 401 24 425 (278) (40) 107 $ 1.14 $ 2018 373 (12) 361 — 361 (275) (32) 54 0.57 Weighted average basic number of shares outstanding 93,987,980 94,570,924 The following table reconciles total debt and net debt with the ratio of net debt to adjusted operating income before depreciation and amortization (adjusted OIBD): (in millions of Canadian dollars) Long-term debt Current portion of long-term debt Bank loans and advances Total debt Less: Cash and cash equivalents Net debt Adjusted OIBD (last twelve months) Net debt / Adjusted OIBD Net debt / Adjusted OIBD ratio on a pro-forma basis3 December 31, 2019 December 31, 2018 2,022 85 11 2,118 155 1,963 604 3.25x 3.25x 1,821 55 16 1,892 123 1,769 491 3.6x 3.5x 1 2018 results have been adjusted to reflect retrospective adjustments of purchase price allocation. See Note 5 of the 2019 Audited Consolidated Financial Statements for more details. 2 Excluding increase in investments. 3 Pro-forma adjusted OIBD of $505 million for 2018 to include business acquisitions on a last twelve months basis. On January 1, 2019, the Corporation applied IFRS 16 Leases retrospectively with no restatement of comparative information, including non-IFRS measures and tables, as allowed by the Standard (see Note 3 of the Audited Consolidated Financial Statements for more details). 10 21 Source of Possibilities MANAGEMENT'S DISCUSSION & ANALYSIS FINANCIAL OVERVIEW - 2018 Results for 2018 reflected strong sales levels in the Containerboard Packaging, Tissue Papers and European Boxboard segments and consolidated sales totaled $4,649 million in 2018, compared to $4,321 million in 2017. Business acquisitions in the Boxboard Europe and Specialty Products segments and improvements in both sales mix and selling price in all segments had a positive impact on sales. Excluding acquisitions, volumes were below prior-year levels in all three packaging businesses. However, these were offset to a large degree by a notable volume increase generated by the Tissue segment. While a more favourable exchange rate contributed to stronger sales for the Boxboard Europe segment, recovery and recycling activities of the Corporate Activities segment generated lower sales as a result of the decrease in brown grade recycled fibre costs. Operating income before depreciation and amortization (OIBD) reflected strong results in both the Containerboard Packaging and European Boxboard business segments. This was offset by lower results from the Tissue Papers segment, where performance was negatively impacted by elevated costs for virgin pulp and recycled white paper grades, newly added market capacity, and higher logistics and subcontracting costs, in addition to production inefficiencies in some units. Results in the Specialty Products segment were below prior-year levels largely due to the negative impact of lower brown recycled fibre pricing on the performance of the recovery sub-segment, in addition to higher production costs. Finally, Corporate Activities cost levels decreased year-over-year as efforts in 2018 were migrated toward optimizing the ERP and business process initiatives that were implemented in 2017. FINANCIAL OVERVIEW - 2019 On a consolidated basis, 2019 performance reflected solid sales levels, business acquisitions completed at the end of 2018 and throughout 2019, lower average raw material costs, stronger Tissue Papers results, favourable foreign exchange rates for our North American operations, and strategic initiatives and investments across our platforms. Annual consolidated sales totaled $4,996 million, an increase of $347 million or 7% compared to 2018 levels. This performance reflected business acquisitions and beneficial foreign exchange rates for the North American operations as noted above, in addition to more favourable average selling price and sales mix in the Tissue and Specialty Products business segments. These were partly offset by lower volumes in all business segments, with the exception of Specialty Products, and less advantageous sales pricing and mix in the Containerboard and European Boxboard segments, the latter of which also saw results impacted by unfavourable foreign exchange rates compared to the prior year. Operating income before depreciation and amortization (OIBD) increased by $75 million or 16%, to $547 million in 2019. This largely reflects strong year-over-year improved results in the Tissue Papers segment that were driven by more favourable average selling price and sales mix, lower raw material and energy costs, and the acquisition of Orchids activities in September 2019. Results in the Containerboard Packaging segment benefited from lower raw material prices, beneficial exchange rates, and slightly lower energy costs, the benefits of which were partially mitigated by slightly lower volumes, higher production costs largely related to sales mix, and a slight negative impact related to sales pricing and mix. European Boxboard performance was supported by lower raw material and energy pricing and recent business acquisitions. Less favourable average selling price, sales mix and foreign exchange rate had a negative impact on annual results compared to the prior year. Results in the Specialty Products segment were above prior-year levels largely due to lower raw material pricing, benefits accrued from acquisitions, and more favourable selling price and sales mix. Slightly higher production costs partially offset these benefits. 22 11 2019 Annual Report CHANGE IN SEGMENTED INFORMATION In 2019, the Corporation modified its internal reporting in accordance with CODM requirements and business analysis. As a result, the Corporation modified its segmented information disclosure and restated prior periods. The Corporation's recovery and recycling activities, previously included in the Specialty Products segment, are now included in the Corporate Activities since they support our North American packaging and tissue papers segments and are analyzed separately. The following graphics show the breakdown of sales, before corporate activities and inter-segment eliminations, operating income (loss) before depreciation and amortization, and adjusted operating income before depreciation and amortization by business segment: SALES BREAKDOWN1 OPERATING INCOME (LOSS) BEFORE DEPRECIATION AND AMORTIZATION BREAKDOWN 2,3,4 ADJUSTED OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION BREAKDOWN2,3 Containerboard Packaging Tissue papers Boxboard Europe Specialty Products 1 Excluding inter-segment sales and Corporate activities. 2 Excluding Corporate activities. 3 Please refer to the “Supplemental Information on Non-IFRS Measures” section for a complete reconciliation. In 2019, the Corporation posted net earnings of $69 million, or $0.74 per share, compared to net earnings of $57 million4, or $0.60 per share, in 2018. On an adjusted basis, discussed in detail in the “Supplemental Information on Non-IFRS Measures” section, the Corporation generated net earnings of $96 million during 2019, or $1.02 per share, compared to net earnings of $79 million, or $0.83 per share, in 2018. The Corporation recorded an operating income before depreciation and amortization of $547 million during the year, compared to $472 million4 in 2018. On an adjusted basis, operating income before depreciation and amortization stood at $604 million during the year, compared to $489 million in 2018 (see the “Supplemental Information on Non-IFRS Measures” section for reconciliation of these amounts). 4 2018 results have been adjusted to reflect retrospective adjustments of purchase price allocation. See Note 5 of the 2019 Audited Consolidated Financial Statements for more details. On January 1, 2019, the Corporation applied IFRS 16 Leases retrospectively with no restatement of comparative information, including non-IFRS measures and tables, as allowed by the Standard (see Note 3 of the Audited Consolidated Financial Statements for more details). 12 23 Source of Possibilities FORWARD-LOOKING STATEMENTS The following document is the quarterly financial report and Management’s Discussion and Analysis (“MD&A”) of the operating results and financial position of Cascades Inc. (“Cascades” or “the Corporation”), and should be read in conjunction with the Corporation's consolidated financial statements and accompanying notes for the years ended December 31, 2019 and 2018. Information contained herein includes any significant developments as at February 26, 2020, the date on which the MD&A was approved by the Corporation’s Board of Directors. For additional information, readers are referred to the Corporation’s Annual Information Form (“AIF”), which is published separately. Additional information relating to the Corporation is also available on SEDAR at www.sedar.com. The financial information contained herein, including tabular amounts, is expressed in Canadian dollars, unless otherwise specified, and is prepared in accordance with International Financial Reporting Standards (IFRS), unless otherwise specified. Unless otherwise specified or if required by context, the terms “we”, “our” and “us” refer to Cascades Inc. and all of its subsidiaries, joint ventures and associates. This MD&A is intended to provide readers with information that Management believes is necessary for an understanding of Cascades' current results and to assess the Corporation's future prospects. Consequently, certain statements herein, including statements regarding future results and performance, are forward-looking statements within the meaning of securities legislation, based on current expectations. The accuracy of such statements is subject to a number of risks, uncertainties and assumptions that may cause actual results to differ materially from those projected, including, but not limited to, the effect of general economic conditions, decreases in demand for the Corporation's products, prices and availability of raw material, changes in relative values of certain currencies, fluctuations in selling prices, and adverse changes in general market and industry conditions. Cascades disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required under applicable securities regulations. This MD&A also includes price indices, as well as variance and sensitivity analysis that are intended to provide the reader with a better understanding of the trends with respect to our business activities. These items are based on the best estimates available to the Corporation. 24 13 2019 Annual Report NEW IFRS STANDARD ADOPTED The Corporation adopted IFRS 16 Leases on January 1, 2019. The new standard requires lessees to recognize a lease liability and a corresponding right-of-use asset at the date at which the leased asset is available for use. Subsequently, lease payments are allocated between the liability and finance cost. Right-of-use assets are depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. The Corporation applied IFRS 16 Leases retrospectively with no restatement of comparative information, including non- IFRS measures and tables, as allowed by the Standard. The application of IFRS 16 Leases had the following impacts on the January 1, 2019 consolidated balance sheet: (in millions of Canadian dollars) Property, plant and equipment (including right-of-use assets) Current portion of long-term debt Long-term debt Deferred income tax liabilities Opening retained earnings Balance as of December 31, 20181 IFRS16 adjustment January 1, 2019 adjusted balance 2,505 55 1,821 201 998 87 16 83 (3) (9) 2,592 71 1,904 198 989 1 Including business combination purchase price retrospective adjustment (see Note 5 of the Audited Consolidated Financial Statements for more details). The impact of adoption of IFRS16 Leases on the 2019 fourth quarter and year-to-date consolidated statement of earnings is as follows: (in millions of Canadian dollars) Increase in operating income before depreciation and amortization (OIBD) by segment: Containerboard Boxboard Europe Specialty Products Tissue Papers Corporate activities Consolidated Increase in financing expense Increase in depreciation and amortization For the 3-month period ended December 31, 2019 3 1 1 1 1 7 1 7 2019 11 4 3 4 7 29 3 27 14 25 Source of Possibilities KEY PERFORMANCE INDICATORS We use several key performance indicators to monitor our action plan and analyze the progress we are making toward achieving our long- term objectives. These include the following: 2017 TOTAL Q1 Q2 Q3 20188 Q4 TOTAL Q1 Q2 Q38 2019 Q4 TOTAL OPERATIONAL Total shipments (in ’000 s.t.)1 Packaging Products Containerboard Boxboard Europe Tissue Papers Total Integration rate2 Containerboard Tissue Papers Manufacturing capacity utilization rate3 Packaging Products Containerboard Boxboard Europe Tissue Papers Consolidated total FINANCIAL Return on assets4 Packaging Products Containerboard Boxboard Europe Specialty Products Tissue Papers Consolidated return on assets Return on capital employed5 Working capital6 In millions of $, at end of period As a percentage of sales7 1,401 1,120 2,521 593 3,114 352 298 650 149 799 385 276 661 163 824 370 259 629 164 793 368 292 660 149 809 1,475 1,125 2,600 625 3,225 342 333 675 146 821 363 331 694 155 849 377 321 698 161 859 365 305 670 167 837 1,447 1,290 2,737 629 3,366 53% 68% 56% 67% 56% 68% 56% 71% 58% 75% 57% 70% 59% 76% 59% 77% 58% 76% 58% 75% 58% 76% 93% 97% 103% 88% 87% 94% 93% 89% 100% 96% 92% 97% 92% 90% 92% 91% 93% 90% 87% 90% 93% 94% 90% 93% 88% 96% 87% 91% 91% 95% 92% 93% 94% 93% 93% 93% 92% 88% 84% 90% 91% 93% 88% 92% 14% 12% 17% 10% 9.2% 3.7% 16% 15% 14% 6% 14% 14% 15% 9% 20% 15% 21% 7% 9.5% 10.2% 10.7% 10.6% 10.6% 11.0% 11.2% 11.4% 12.0% 12.0% 20% 15% 13% 1% 20% 14% 16% 2% 18% 16% 15% 4% 20% 14% 21% 4% 20% 15% 11% 2% 20% 15% 11% 2% 20% 15% 21% 7% 3.9% 4.4% 4.7% 4.6% 4.6% 4.8% 4.9% 4.9% 5.4% 5.4% 442 455 10.1% 10.5% 10.8% 10.7% 10.6% 10.6% 10.4% 10.3% 10.3% 10.1% 10.1% 525 513 506 464 455 500 502 416 416 1 Shipments do not take into account the elimination of business sector inter-segment shipments. Starting in Q2 2017, including Greenpac. Shipments from our Specialty Products segment are not presented as they use different units of measure. 2 Defined as: Percentage of manufacturing shipments transferred to our converting operations. Starting in Q2 2017, including Greenpac and its sales to its partners which are mostly under contractual agreements. 3 Defined as: Manufacturing internal and external shipments/practical capacity. Excluding Specialty Products segment manufacturing activities. Starting in Q2 2017, including Greenpac. 4 Return on assets is a non-IFRS measure defined as the last twelve months' (“LTM”) adjusted OIBD/LTM quarterly average of total assets less cash and cash equivalents. Including Greenpac on a consolidated basis starting in Q2 2017. Specialty Products numbers were restated to reflect the reclassification of the Recovery and Recycling activities to the Corporate activities segment. 5 Return on capital employed is a non-IFRS measure and is defined as the after-tax amount of the LTM adjusted operating income, including our share of core associates and joint ventures, divided by the LTM quarterly average of capital employed. Capital employed is defined as the quarterly total average assets less trade and other payables and cash and cash equivalents. Including Greenpac as an associate up to Q1 2017 and on a consolidated basis starting in Q2 2017. Including Recovery and Recycling activities in the Specialty Products segment. 6 Working capital includes accounts receivable (excluding the short-term portion of other assets) plus inventories less trade and other payables. Starting in Q2 2017, including Greenpac. 7 Percentage of sales = Average LTM working capital/LTM sales. It includes or excludes significant business acquisitions and disposals. Starting in Q2 2017, including Greenpac. 8 2018 fourth quarter and 2019 third quarter results have been adjusted to reflect retrospective adjustments of purchase price allocation. Please refer to Note 5 of the Audited Consolidated Financial Statements for more details. On January 1, 2019, the Corporation applied IFRS 16 Leases retrospectively with no restatement of comparative information, including non-IFRS measures and tables, as allowed by the Standard (see Note 3 of the Audited Consolidated Financial Statements for more details). 26 15 2019 Annual Report HISTORICAL FINANCIAL INFORMATION (in millions of Canadian dollars, unless otherwise noted) Sales Packaging Products Containerboard Boxboard Europe Specialty Products4 Inter-segment sales Tissue Papers Inter-segment sales and Corporate Activities4 Total Operating income (loss) Packaging Products Containerboard Boxboard Europe Specialty Products4 Tissue Papers Corporate Activities4 Total Adjusted OIBD1 Packaging Products Containerboard Boxboard Europe Specialty Products4 Tissue Papers Corporate Activities4 Total Net earnings (loss) Adjusted1 Net earnings (loss) per share (in dollars) Basic Diluted Basic, adjusted1 Cash flow from operating activities (excluding changes in non-cash working capital components) Net debt1 20172 TOTAL 1,652 838 339 (11) 2,818 1,268 235 4,321 164 34 24 222 28 (75) 175 247 68 34 349 94 (50) 393 507 68 T1 T2 T3 20183 T4 TOTAL T1 T2 T33 2019 T4 TOTAL 421 246 84 (3) 748 305 475 232 88 (4) 791 343 472 210 89 (4) 767 364 472 245 97 (3) 811 340 45 1,098 46 1,180 44 1,175 45 1,196 1,840 933 358 (14) 3,117 1,352 180 4,649 441 279 129 (4) 845 348 462 270 135 (3) 864 377 473 256 123 (4) 848 387 451 243 105 (3) 796 397 37 1,230 34 1,275 29 1,264 34 1,227 1,827 1,048 492 (14) 3,353 1,509 134 4,996 121 19 6 146 (2) (32) 112 77 28 8 113 13 (21) 105 61 12 82 22 4 108 (9) (26) 73 105 30 9 144 7 (15) 136 27 31 94 10 8 112 (11) (23) 78 117 19 10 146 5 (14) 137 36 38 84 11 6 101 (100) (36) (35) 111 20 8 139 (8) (18) 113 (67) — 381 62 24 467 (122) (117) 228 410 97 33 540 17 (68) 489 57 79 84 18 9 111 (8) (31) 72 104 29 14 147 9 (21) 135 24 13 84 19 12 115 1 (34) 82 113 30 16 159 18 (21) 156 31 26 91 14 10 115 31 (41) 105 118 25 16 159 24 (22) 161 40 28 69 (6) 5 68 (21) (48) (1) 106 24 9 139 35 (22) 152 (26) 29 328 45 36 409 3 (154) 258 441 108 55 604 86 (86) 604 69 96 $ 5.35 $ 0.65 $ 0.28 $ 0.38 $ (0.71) $ 0.60 $ 0.26 $ 0.33 $ 0.42 $ (0.27) $ 0.74 $ 5.19 $ 0.63 $ 0.27 $ 0.37 $ (0.71) $ 0.56 $ 0.26 $ 0.32 $ 0.42 $ (0.27) $ 0.73 — $ 0.83 $ 0.14 $ 0.28 $ 0.30 $ 0.30 $ 1.02 $ 0.72 $ 0.13 $ 0.30 $ 0.40 260 1,522 69 1,534 111 1,586 92 1,573 89 1,769 361 1,769 82 1,878 124 1,861 104 2,070 91 1,963 401 1,963 1 Please refer to the “Supplemental Information on Non-IFRS Measures” section for reconciliation of these figures. 2 Including Greenpac on a consolidated basis starting in Q2 2017. 3 2018 fourth quarter and 2019 third quarter results have been adjusted to reflect retrospective adjustments of purchase price allocation. Please refer to Note 5 of the Audited Consolidated Financial Statements for more details. 4 In 2019, the Recovery activities sales, OIBD and adjusted OIBD figures were reclassified from the Specialty Products segment to Corporate activities. Prior years and quarterly figures were adjusted to reflect the current presentation. On January 1, 2019, the Corporation applied IFRS 16 Leases retrospectively with no restatement of comparative information, including non-IFRS measures and tables, as allowed by the Standard (see Note 3 of the Audited Consolidated Financial Statements for more details). 16 27 Source of Possibilities BUSINESS HIGHLIGHTS From time to time, the Corporation enters into transactions to optimize its asset base and streamline its cost structure. The following transactions should be taken into consideration when reviewing the overall and segmented analysis of the Corporation’s 2019 and 2018 results. BUSINESS START-UP, ACQUISITION, DISPOSAL AND CLOSURE CONTAINERBOARD PACKAGING • • On August 28, 2018, the Corporation announced plans to close two corrugated sheet plants located in Barrie and Peterborough, Ontario, Canada, as part of its ongoing efforts to reorganize and optimize its corrugated packaging platform in Ontario. The two plants were closed on November 30, 2018. In May 2018, the Corporation started operating its new containerboard converting plant located in Piscataway, NJ, USA. The facility is ramping up as planned while we continue the consolidation of our packaging activities in the northeastern United States. BOXBOARD EUROPE • On October 31, 2018, the Corporation’s subsidiary, Reno de Medici, announced the acquisition of Barcelona Cartonboard S.A.U., a Spanish company ranked seventh in Europe for coated cartonboard production. SPECIALTY PRODUCTS • • • On September 30, 2019, the Corporation concluded the sale of its two facilities in France that convert cardboard into packaging for the paper industry. On March 27, 2019, the Corporation announced that it would close its plant that manufactures felt backing for flooring, located in Trois- Rivières, Québec. The closure occurred in early July 2019. On December 6, 2018, the Corporation acquired the Urban Forest Products and Clarion Packaging plants, respectively located in Brook, Indiana, and Clarion, Iowa, two of the top three egg-producing states in the US. This acquisition doubled the Corporation's production capacity of ecological packaging manufactured in moulded pulp. The Corporation also acquired a majority interest in Falcon Packaging, a leader in the distribution of egg packaging. TISSUE PAPERS • • On September 13, 2019, the Corporation announced the completion of the acquisition of Orchids activities. The assets include the Barnwell, South Carolina and Pryor, Oklahoma operations. As part of the transaction, the Corporation acquired all of the outstanding units of OPP Acquisition Mexico S. de R.L. de C.V., designated as assets held-for-sale at acquisition date, which were resold the same day for US$14 million ($19 million). On February 28, 2019, the Corporation announced the definitive closure of its tissue paper machines located in Whitby and Scarborough, Ontario. The leases for these two plants expired on August 27, 2019 and were not renewed. Production ended during the second quarter. 28 17 2019 Annual Report SIGNIFICANT FACTS AND DEVELOPMENTS 2019 The Corporation exercised its option to purchase the 20.2% interest in Greenpac Holding LLC ("Greenpac") held by the Caisse de dépôt et placement du Québec on November 30, 2019 for an exercise price of US$93 million ($122 million). The transaction closed January 3, 2020 and increased the Corporation's, direct and indirect, ownership interest in Greenpac to 86.3%. On November 26, 2019, the Corporation announced that it had completed its private offering of US$350 million aggregate principal amount of 5.125% senior notes due 2026, US$300 million aggregate principal amount of 5.375% senior notes due 2028 and $175 million aggregate principal amount of 5.125% senior notes due 2025. The net proceeds from the Notes offering were used by the Corporation to redeem all of its outstanding $250 million aggregate principal amount of 5.50% senior notes due 2021 and US$400 million aggregate principal amount of 5.50% senior notes due 2022 and repay certain amounts outstanding under its revolving credit facility. The Corporation also paid $11 million of premiums, and wrote off $3 million of unamortized financing costs related to these notes. On October 30, 2019, the Corporation announced the closure of its Waterford, New York and Kingman, Arizona tissue converting facilities, which produce a combined total volume of 9 million cases of tissue products. This volume will be transferred to the Corporation's other Tissue Papers facilities with available capacity and the newly acquired Orchids activities (see Note 5 of the Audited Consolidated Financial Statements for more details). The closures are expected before the end of the first quarter in 2020. On August 9, 2019, the Corporation announced an increase of its quarterly dividend from $0.04 to $0.08 per share. On May 31, 2019, the Corporation entered into an agreement with its lenders to extend and amend its existing $750 million revolving credit facility. The amendment extends the term of the facility to July 2023. The financial conditions remain unchanged. 2018 On December 21, 2018, the Corporation announced that it had increased its authorized credit facility to approximately CAN$1 billion to incorporate the addition of a US$175 million seven-year term loan. The term loan provides the Corporation with increased financial flexibility and will reduce financing costs. On July 26, 2018, the Corporation announced the acquisition of the White Birch Bear Island manufacturing facility in Virginia, U.S. for a cash consideration of US$34 million ($45 million). The newsprint paper machine presently located on the site will be reconfigured to produce high- quality recycled lightweight linerboard and medium for the North American market, subject to the approval of the board of directors. The new machine is expected to have an annual production capacity of 400,000 tons. On January 31, 2018, the Corporation completed the sale of the building and land of its Maspeth plant in New York, U.S. for US$69 million ($86 million), net of transaction fees. 18 29 Source of Possibilities FINANCIAL RESULTS FOR THE YEAR ENDED DECEMBER 31, 2019, COMPARED TO THE YEAR ENDED DECEMBER 31, 2018 SALES Sales increased by $347 million, or 7%, to $4,996 million in 2019, compared with $4,649 million in 2018. This reflects business acquisitions during the period and in the fourth quarter of 2018 and higher selling prices mostly in the Tissue Papers segment. However, on a same plant basis, lower volumes had a negative impact on sales. The 2% average depreciation of the Canadian dollar compared to the US dollar benefited sales levels during the year, but these benefits were partly offset by the 3% appreciation of the Canadian dollar compared to the euro. Recovery and Recycling activities generated lower sales as a result of the decrease in recycled fibre prices. Sales by geographic segment are as follows: The main variances in sales in 2019, compared to 2018, are shown below (in $M): 30 19 2019 Annual Report OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION (OIBD) The Corporation generated an OIBD of $547 million in 2019, compared with $472 million1 in 2018, an increase of $75 million. Specific items2 recorded in both periods negatively impacted the OIBD variance by $40 million. Excluding specific items, the $115 million adjusted OIBD increase is mainly explained by higher average selling prices mostly in the Tissue Papers segment, lower raw material costs, and business acquisitions in 2019 and at the end of 2018. On the other hand, lower contribution from the Recovery and Recycling activities and lower volumes in almost all segments had a negative impact on OIBD. The Tissue Papers and Containerboard segments benefited from higher selling prices and a favourable mix of products sold as a higher proportion of converted products sold contributed positively to OIBD. Conversely, the greater proportion of converted products sold in both segments had a negative variance impact on operating costs. While more expensive to produce, these products are sold at a higher selling price and margin. Higher other operating costs also had a negative impact during 2019, partly due to mix of products sold. Operating results for 2019 also include the beneficial impact of IFRS 16 accounting for leases, which increased 2019 OIBD by $29 million compared to 2018. Adjusted OIBD2 was $604 million in 2019, compared with $489 million in 2018. The main variances in OIBD in 2019, compared to 2018, are shown below (in $M): Adjusted OIBD Raw materials (OIBD) F/X CAN$ (OIBD) Other production costs and mix (OIBD) Recovery and Recycling activities (Sales and OIBD) Please refer to the “Supplemental Information on Non-IFRS Measures” section for reconciliation of these figures. The impacts of these estimated costs are based on production costs per unit shipped externally or inter-segment, which are affected by yield, product mix changes, inbound freight costs and purchase and transfer prices. In addition to market pulp and recycled fibre, these costs include purchases of external boards and parent rolls for the converting sector, and other raw materials such as plastic and wood chips. The estimated impact of the exchange rate is based on the Corporation’s Canadian export sales less purchases, denominated in US$, that are impacted by exchange rate fluctuations and by the translation of our non-Canadian subsidiaries OIBD into CAN$. It also includes the impact of exchange rate fluctuations on the Corporation’s Canadian units in currency other than the CAN$ working capital items and cash positions, as well as our hedging transactions. It excludes indirect sensitivity (please refer to the “Sensitivity Table” section for further details). These costs include the impact of variable and fixed costs based on production costs per unit shipped externally, which are affected by downtime, efficiency and product mix changes. While this sub-segment is integrated within the other segments of the Corporation, any variation in the results of Recovery and Recycling activities are presented separately and on a global basis in the charts. The analysis of variances in segment operating income before depreciation and amortization appears within each business segment review (please refer to the “Business Segment Review” section for more details). 1 2018 results have been adjusted to reflect retrospective adjustments of purchase price allocation. Please refer to Note 5 of the 2019 Audited Consolidated Financial Statements for more details. 2 Please refer to the “Supplemental Information on Non-IFRS Measures” section for reconciliation of these figures. On January 1, 2019, the Corporation applied IFRS 16 Leases retrospectively with no restatement of comparative information, including non-IFRS measures and tables, as allowed by the Standard (see Note 3 of the Audited Consolidated Financial Statements for more details). 20 31 Source of Possibilities BUSINESS SEGMENT REVIEW PACKAGING PRODUCTS - CONTAINERBOARD Our Industry U.S. containerboard industry production and capacity utilization rate 1 Total U.S.containerboard production decreased by 3% in 2019, a reflection of softer market conditions due in part to lower export demand. As a result, the industry's capacity utilization rate decreased to 91.6% in 2019 from 96.9% in 2018. U.S. containerboard inventories at box plants and mills 2 The average inventory level increased by 4% in 2019, as sales to export markets experienced some downward pressure in the second half of the year, leading to higher domestic inventory levels. The number of weeks of supply in inventory averaged 4.0 for the year. U.S corrugated box industry shipments 2 Total U.S. corrugated box shipments remained stable in 2019 compared to 2018. This reflects continued strength in the economic environment and manufacturing activity, including e-commerce, the benefits of which were partially offset by lower export demand levels and trade disputes. Canadian corrugated box industry shipments 3 Canadian corrugated box shipments remained stable in 2019 after five consecutive years of growth. This reflects the benefits of continued economic strength, combined with negative impacts related to global trade insecurities. Reference prices - containerboard 1 2019 reference prices for linerboard and corrugating medium decreased by 2% and 4%, respectively, compared to 2018. This was largely driven by softer market demand related to lower export levels, as discussed above. The increase in the available supply of products that subsequently arose led to downward pressure on pricing. Reference prices - recovered papers (brown grade) 1 The average reference price of old corrugated containers no.11 ("OCC") decreased by 45% in 2019 compared to 2018. This was largely due to China's restriction on recovered paper import permits, which led to an increase in domestic supply, and resulted in a decline in prices throughout the year. 1 Source: RISI 2 Source: Fibre Box Association 3 Source: Canadian Corrugated and Containerboard Association 32 21 2019 Annual Report Our Performance The main variances1 in sales and operating income before depreciation and amortization for the Containerboard Packaging segment in 2019, compared to 2018, are shown below: 1 For definitions of certain sales and operating income before depreciation and amortization (OIBD) variation categories, please refer to the "Financial results for the year ended December 31, 2019, compared to the year ended December 31, 2018" section for more details. The Corporation incurred certain specific items in 2019 and 2018 that adversely or positively affected its operating results. Please refer to the “Supplemental Information for Non-IFRS Measures” section for reconciliations and details. On January 1, 2019, the Corporation applied IFRS 16 Leases retrospectively with no restatement of comparative information, including non-IFRS measures and tables, as allowed by the Standard (see Note 3 of the Audited Consolidated Financial Statements for more details). 22 33 Source of Possibilities 2018 2019 Change in % Shipments2 (’000 s.t.) 1,475 1,447 Average Selling Price (CAN$/unit) 1,247 1,262 Sales ($M) 1,840 1,827 OIBD1 ($M) (as reported) % of sales (adjusted)1 % of sales 443 24% 441 24% 470 26% 410 22% Operating income ($M) (as reported) 381 321 (adjusted)1 328 326 -2% 1% — -1% -6% 8% -14% 2% 1 Please refer to the “Supplemental Information on Non-IFRS Measures” section for reconciliation of these figures. 2 Shipments do not take into account the elimination of business sector inter-segment shipments. Including 13.1 billion square feet in 2019 compared to 12.9 billion square feet in 2018. 3 Including sales to other partners in Greenpac. On January 1, 2019, the Corporation applied IFRS 16 Leases retrospectively with no restatement of comparative information, including non-IFRS measures and tables, as allowed by the Standard (see Note 3 of the Audited Consolidated Financial Statements for more details). Shipments decreased by 28,000 s.t., or 2%, in 2019 compared to 2018. This reflects a 37,000 s.t. decrease in external shipments from our containerboard mills driven by a higher mill integration rate of 58% in 2019, compared with 57% in 2018, lower market demand, and a 2% decrease in the capacity utilization rate. Including sales to associates3, the integration rate was 71% in 2019, compared with 72% last year. On the converting side, shipments increased by 1%. This outperformed the Canadian and US markets, both of which remained stable compared to last year. The average selling price denominated in Canadian dollars decreased by 2% for parent rolls, and increased by 2% for converted products. The 2% average depreciation of the Canadian dollar compared to the US dollar favourably impacted average selling prices. Sales decreased by $13 million, or 1%, compared to 2018. The 2% average depreciation of the Canadian dollar added $24 million to sales, and the favourable mix of products sold added another $8 million. These benefits were offset by the lower average selling price, which subtracted $11 million from sales, and lower volume, which negatively impacted sales by $34 million. Operating income before depreciation and amortization (OIBD) decreased by $27 million, or 6% in 2019, compared to 2018. Excluding specific items1 in both years, the $31 million increase in adjusted OIBD reflects lower costs of brown recycled fibre grades, which increased results by $89 million. The 2% average depreciation of the Canadian dollar benefited results by $6 million, while lower energy costs added another $4 million to results. These were partly offset by a net negative impact of $3 million related to average selling price and sales mix, and lower volume and higher freight costs, which subtracted $14 million and $3 million, respectively, from OIBD. In addition, higher operational costs, specifically chemicals, repair & maintenance, labour and warehousing reduced OIBD by another $48 million. A greater proportion of converted products sold also had a negative variance impact on operating costs per ton. The segment incurred some specific items1 in 2019 and 2018 that affected OIBD. Adjusted OIBD1 was $441 million in 2019, compared with $410 million in 2018. 34 23 2019 Annual Report PACKAGING PRODUCTS - BOXBOARD EUROPE Our Industry European industry order inflow of coated boxboard 1 In Europe, order inflows of white-lined chipboard (WLC) increased by 1% compared to 2018, reflecting ongoing solid demand throughout 2019. Specifically, industry orders were approximately 3.2 million tonnes in 2019. The folding boxboard (FBB) industry similarly experienced a strong year, with order inflows of approximately 2.3 million tonnes in 2019. This represented an increase of 4%, compared to 2018. Coated recycled boxboard industry's order inflow from Europe (White-lined chipboard (WLC) - 5-week weekly moving average) Coated virgin boxboard industry's order inflow from Europe (Folding boxboard (FBB) - 5-week weekly moving average) Reference prices - boxboard in Europe 2 White-lined chipboard prices remained stable in Western European countries in 2019 compared to 2018. Folding boxboard prices increased by 4% throughout the year. Reference prices - recovered papers in Europe 2 Recovered paper prices decreased significantly in 2019 compared to 2018, following China's restriction on recovered paper import permits. As a result, the recovered paper reference index in Europe decreased 28% in 2019 compared to 2018, with all recycled grades decreasing significantly. 1 Source: CEPI Cartonboard 2 Source: RISI 3 The Cascades recycled white-lined chipboard selling prices index represents an approximation of Cascades’ recycled grade selling prices in Europe. It is weighted by country. For each country, we use an average of PPI Europe prices for white-lined chipboard. 4 The Cascades virgin coated duplex boxboard selling prices index represents an approximation of Cascades’ virgin grade selling prices in Europe. It is weighted by country. For each country, we use an average of PPI Europe prices for coated duplex boxboard. 5 The recovered paper index represents an approximation of Cascades’ recovered paper purchase prices in Europe. It is weighted by country. For each country, we use an average of PPI Europe prices for recovered papers. This index should only be used as a trend indicator and may differ from our actual purchasing costs and our purchase mix. 24 35 Source of Possibilities Our Performance2 The main variances1 in sales and operating income before depreciation and amortization for the Boxboard Europe segment in 2019, compared to 2018, are shown below: 1 For definitions of certain sales and operating income before depreciation and amortization (OIBD) variation categories, please refer to the "Financial results for the year ended December 31, 2019, compared to the year ended December 31, 2018" section for more details. 2 2018 results and have been adjusted to reflect retrospective adjustments of purchase price allocation. Please refer to Note 5 of the 2019 Audited Consolidated Financial Statements for more details. The Corporation incurred certain specific items in 2019 and 2018 that adversely or positively affected its operating results. Please refer to the “Supplemental Information for Non-IFRS Measures” section for reconciliations and details. On January 1, 2019, the Corporation applied IFRS 16 Leases retrospectively with no restatement of comparative information, including non-IFRS measures and tables, as allowed by the Standard (see Note 3 of the Audited Consolidated Financial Statements for more details). 36 25 2019 Annual Report 2018 2019 Change in % Shipments2 (’000 s.t.) 1,125 1,290 Average Selling Price3 (CAN$/unit) 820 536 (euro€/unit) 773 521 Sales ($M) 933 1,048 OIBD1,4 ($M) (as reported) % of sales (adjusted)1 % of sales 92 9% 108 10% 99 11% 97 10% Operating income4 ($M) (as reported) 62 60 (adjusted)1 45 61 15% -6% -3% 12% -7% 11% -27% 2% External recycled boxboard shipments increased by 175,000 s.t., or 18%, in 2019 compared to 2018. This reflects the acquisition of Barcelona Cartonboard (please refer to the “Business Highlights” section for more details) which totalled 175,000 s.t. reflecting stable shipments form other recycled mills. Shipments of virgin boxboard decreased by 10,000 s.t., or 6%, while converted products shipments remained stable. reflects The average selling price decreased in both euros and Canadian dollars year-over-year. This the 3% average year-over-year appreciation of the Canadian dollar compared to the euro and the higher portion of recycled products sold following the acquisition of Barcelona Cartonboard at the end of 2018, in addition to a less favourable geographical mix of products sold. Compared with the prior year period, the average selling price of recycled boxboard decreased by €21, or 4%, in 2019, while the average selling price of virgin boxboard increased by €26, or 4%, compared to 2018. The $115 million year-over-year increase in sales in 2019 reflects the acquisition of Barcelona Cartonboard, which contributed $169 million. This was offset by the 3% average year-over-year appreciation of the Canadian dollar compared to the euro, which reduced sales by $26 million. The lower average selling price and lower volume, on a same plant basis, also negatively impacted sales by $24 million and $4 million, respectively. Operating income before depreciation and amortization decreased by $7 million in 2019. Excluding specific items1, the $11 million increase reflects lower raw materials prices, which added $24 million, and the $12 million contribution from Barcelona Cartonboard. Conversely, the lower average selling price reduced OIBD by $24 million and the 3% average appreciation of the Canadian dollar further reduced OIBD by $3 million. The segment incurred some specific items1 in 2019 and 2018 that affected OIBD. Adjusted OIBD1 was $108 million in 2019, compared with $97 million in 2018. 1 Please refer to the “Supplemental Information on Non-IFRS Measures” section for reconciliation of these figures. 2 Shipments do not take into account the elimination of business sector inter-segment shipments. 3 Average selling price is a weighted average of virgin, recycled and converted boxboard shipments. 4 2018 results have been adjusted to reflect retrospective adjustments of purchase price allocation. Please refer to Note 5 of the 2019 Audited Financial Statements for more details. On January 1, 2019, the Corporation applied IFRS 16 Leases retrospectively with no restatement of comparative information, including non-IFRS measures and tables, as allowed by the Standard (see Note 3 of the Audited Consolidated Financial Statements for more details). 26 37 Source of Possibilities PACKAGING PRODUCTS - SPECIALTY PRODUCTS CHANGE IN SEGMENTED INFORMATION In 2019, the Corporation modified its internal reporting in accordance with CODM requirements and business analysis. As a result, the Corporation modified its segmented information disclosure and restated prior periods. The Corporation's recovery and recycling activities, previously included in the Specialty Products segment, are now included in the Corporate Activities since they support our North American packaging and tissue papers segments and are analyzed separately. Our Performance2 The main variances1 in sales and operating income before depreciation and amortization for the Specialty Products segment in 2019, compared to 2018, are shown below: 1 For definitions of certain sales and operating income before depreciation and amortization (OIBD) variation categories, please refer to the "Financial results for the year ended December 31, 2019, compared to the year ended December 31, 2018" section for more details. 2 2018 results and have been adjusted to reflect retrospective adjustments of purchase price allocation. Please refer to Note 5 of the 2019 Audited Consolidated Financial Statements. The Corporation incurred certain specific items in 2019 and 2018 that adversely or positively affected its operating results. Please refer to the “Supplemental Information for Non-IFRS Measures” section for reconciliations and details. On January 1, 2019, the Corporation applied IFRS 16 Leases retrospectively with no restatement of comparative information, including non-IFRS measures and tables, as allowed by the Standard (see Note 3 of the Audited Consolidated Financial Statements for more details). 38 27 2019 Annual Report 2018 358 35 10% 33 9% Sales ($M) OIBD1,2 ($M) (as reported) % of sales (adjusted)1 % of sales 2019 492 52 11% 55 11% Operating income ($M)2 (as reported) 24 22 (adjusted)1 36 39 Change in % 37% Shipments were positively impacted by the business acquisition of moulded pulp assets completed in the fourth quarter of 2018. However, European activity shipments decreased following the sale of these activities during the year. Shipments in Consumer Product Packaging, on a same plant basis, were also below prior year levels. 49% 67% 50% 77% Sales increased by $134 million, or 37%, compared with 2018. This reflects the $120 million net contribution resulting from the recently acquired moulded pulp activities in the US, offset by the divestiture of European activities and the closure of our vinyl backing felt mill. Higher average selling prices in almost all sub-sectors, greater volume in Industrial Packaging and a favourable exchange rate all contributed to top-line growth. Volumes were slightly lower in the Consumer Product Packaging sub-sector compared to 2018. Operating income before depreciation and amortization (OIBD) increased by $17 million in 2019. Higher realized spreads in almost all sub-sectors and the acquisition of US moulded pulp activities in the fourth quarter of 2018 positively contributed to results year-over-year. These benefits were partly offset by higher operating and maintenance costs. The segment incurred some specific items1 in 2019 and 2018 that affected OIBD. Adjusted OIBD1 reached $55 million in 2019, compared with $33 million in 2018. 1 Please refer to the “Supplemental Information on Non-IFRS Measures” section for reconciliation of these figures. 2 2018 results have been adjusted to reflect retrospective adjustments of purchase price allocation. Please refer to Note 5 of the 2019 audited consolidated financial statements for more details. On January 1, 2019, the Corporation applied IFRS 16 Leases retrospectively with no restatement of comparative information, including non-IFRS measures and tables, as allowed by the Standard (see Note 3 of the Audited Consolidated Financial Statements for more details). 28 39 Source of Possibilities TISSUE PAPERS Our Industry U.S. tissue paper industry production (parent rolls) and capacity utilization rate 1 Total parent roll production increased by 3% in 2019, the tenth consecutive year of growth. The average capacity utilization rate of 93% in 2019 remained stable with the 2018 level. New capacity additions in the market were important underlying contributors to these metrics. U.S. tissue paper industry converted product shipments 1 In 2019, shipments for the retail and the away-from-home markets increased by 2% and 4%, respectively, compared to 2018. Reference prices - parent rolls 1 Reference prices - recovered papers (white grade) 1 In 2019, the reference price for recycled and virgin parent rolls increased by 4% and 2%, respectively, compared to 2018. This reflected the successful implementation of selective price increases in the market, largely driven by rising input costs in recent years. The reference price of sorted office papers No.37 (“SOP”) decreased significantly by 34% in 2019 compared to 2018. Reference prices - market pulp 1 In 2019, the reference price for NBSK and NBHK decreased by 8% and 10%, respectively, compared to 2018, reflecting global demand supply dynamics. 1 Source: RISI 40 29 2019 Annual Report Our Performance2 The main variances1 in sales and operating income before depreciation and amortization for the Tissue Papers segment in 2019, compared to 2018, are shown below: 1 For definitions of certain sales and operating income before depreciation and amortization (OIBD) variation categories, please refer to the "Financial results for the year ended December 31, 2019, compared to the year ended December 31, 2018" section for more details. 2 2019 third quarter results have been adjusted to reflect retrospective adjustments of purchase price allocation. Please refer to Note 5 of the 2019 Audited Consolidated Financial Statements for more details. The Corporation incurred certain specific items in 2019 and 2018 that adversely or positively affected its operating results. Please refer to the “Supplemental Information for Non-IFRS Measures” section for reconciliations and details. On January 1, 2019, the Corporation applied IFRS 16 Leases retrospectively with no restatement of comparative information, including non-IFRS measures and tables, as allowed by the Standard (see Note 3 of the Audited Consolidated Financial Statements for more details). 30 41 Source of Possibilities 2018 2019 Change in % Shipments2 (’000 s.t.) 629 625 Average Selling Price (CAN$/unit) 2,165 2,400 Sales ($M) 1,352 1,509 OIBD1 ($M) (as reported) % of sales (adjusted)1 % of sales (58) (4)% 17 1% 64 4% 86 6% Operating income (loss) ($M) (as reported) (122) (47) (adjusted)1 3 25 1% 11% — 12% 210% 406% 102% 153% 1 Please refer to the “Supplemental Information on Non-IFRS Measures” section for reconciliation of these figures. 2 Shipments do not take into account the elimination of business sector inter-segment shipments. On January 1, 2019, the Corporation applied IFRS 16 Leases retrospectively with no restatement of comparative information, including non-IFRS measures and tables, as allowed by the Standard (see Note 3 of the Audited Consolidated Financial Statements for more details). External manufacturing shipments decreased by 44,000 s.t., or 25%, year-over-year in 2019. This is largely a reflection of the higher integration rate of 76% in 2019, up notably from 70% in 2018, helped by the closure of two paper machines in Toronto in the first half of the year. External converting shipments increased by 30,000 s.t., or 7%, over 2018 levels, mainly driven by new volume with key strategic customers. The acquisition of Orchids added 18,000 s.t. to shipment levels at the end of 2019. The increase of 11% in the average selling price was mainly due to the 2% average depreciation of the Canadian dollar compared to the U.S. dollar, and a more favourable sales mix of converted products. The price increases announced in 2018 and at the beginning of 2019, in both the Away-From-Home and Consumer Products sectors, positively impacted the average selling price in 2019, compared to 2018. Despite a decrease in volume in the manufacturing sector, total sales levels increased by 12% compared to 2018. This was largely driven by a higher average selling price and a favourable sales mix, which added $115 million to sales on a combined basis. The 2% average depreciation of the Canadian dollar compared to the U.S. dollar also added $28 million to sales, while the newly acquired Orchids activities added an additional $40 million of sales. These benefits were partially offset by lower external volume in the manufacturing sector, which negatively impacted sales levels by $26 million. The significant increase in operating income before depreciation and amortization (OIBD), is due in part to the $22 million gain recorded on the Orchids' acquisition (see "Business Highlights" section for more details). In addition, lower raw materials and energy costs added $30 million and $10 million, respectively, to OIBD levels. These were partially offset by higher outsourcing and production costs. In addition, production costs per ton were higher year-over-year as a result of the greater proportion of sales from converting activities. While more expensive to produce, these products are sold at a higher selling price and margin. The Orchids acquisition also contributed $7 million in the last four months of the year. The acquisition of Orchids, which was concluded on September 13, 2019, will accelerate the modernization of the Tissue platform and improve geographic positioning and supply chain logistics. The Oregon converting activities are generating positive trends in terms of sales and OIBD, but have still not attained the targeted level. In 2018, operational difficulties at the St. Helens mill negatively impacted the ramp-up of the Oregon converting plant, as these facilities are highly integrated. The ongoing action plan in place at the St. Helens paper mill in Oregon is bearing fruit as it is now positively contributing to OIBD. The segment incurred some specific items1 in 2019 and 2018 that affected OIBD. Adjusted OIBD1 reached $86 million in 2019, compared with $17 million in 2018. 42 31 2019 Annual Report CORPORATE ACTIVITIES1 Corporate Activities included some specific items1 in 2019 and 2018 that affected OIBD. Adjusted OIBD1 was a loss of $86 million in 2019, compared with a loss of $68 million in 2018. The decrease mainly comes from the $17 million decrease in OIBD coming from our Recovery and Recycling activities, following lower recycled fibres prices. Adjusted OIBD, excluding Recovery and Recycling activities, remained fairly stable compared to last year despite lower capitalized costs with the end of our ERP implementation during 2018. Ongoing business process optimization initiatives are slowing down and focus is now on stabilizing and optimizing our systems and processes. Sales and OIBD from our recovery operations were lower in 2019 compared to last year due to the lower prices of recycled fiber materials. Due to this situation we reviewed the carrying value of these activities and we recorded an impairment charge $14 million on the goodwill and intangible assets as its recoverable amount was lower than its carrying amount. STOCK-BASED COMPENSATION EXPENSE Stock-based compensation expense recognized in the Corporate Activities amounted to $3 million in 2019, compared with $5 million in 2018. For more details on stock-based compensation, see Note 21 of the 2019 Audited Consolidated Financial Statements. 1 In 2019, the Recovery activities sales, OIBD and adjusted OIBD figures were reclassified from the Specialty Products segment to Corporate activities. Prior years and quarterly figures were adjusted to reflect the current presentation. OTHER ITEMS ANALYSIS DEPRECIATION AND AMORTIZATION The depreciation and amortization expense increased by $45 million to $289 million in 2019, compared with $244 million in 2018. The increase is mainly attributable to business acquisitions completed at the end of 2018 and in 2019, capital expenditure investments completed during the last twelve months, and the adoption of IFRS 16 Leases (see Note 3 of the Audited Consolidated Financial Statements for more details). Impairment charges recorded in 2018 partly offset this increase. FINANCING EXPENSE AND INTEREST ON EMPLOYEE FUTURE BENEFITS AND OTHER LIABILITIES The financing expense and interest on employee future benefits and other liabilities amounted to $143 million in 2019, compared with $99 million in the same period of 2018, a $44 million increase. The variance is mainly attributable to the fair value revaluation recognized on the CDPQ put option on the Corporation investment in Greenpac, which increased by $26 million compared with last year as a result of Greenpac's improving financial performance. The adoption of IFRS 16 Leases (see Note 3 of the Audited Consolidated Financial Statements for more details), as well as business acquisitions and capital expenditures made in 2018 increased debt levels which increased financing expense and interest on employee future benefits and other liabilities. The Corporation also recorded an unrealized loss of $1 million, compared with nil in 2018, on the fair value revaluation of a one-time option granted to White Birch to purchase an interest of up to 10% in the Bear Island containerboard mill project, offset by an unrealized gain of $1 million in 2019, compared to $1 million in 2018, on interest rate swaps, included in financing expense. On July 12, 2019, S&P Global Ratings revised the Corporation’s outlook to “stable” from “positive” on higher leverage; the corporate rating of BB- was reaffirmed. During 2018, S&P Global Ratings revised the Corporation's outlook to “positive” from “stable” on improving credit measures; our corporate rating of BB- was affirmed. LOSS ON REPURCHASE OF LONG-TERM DEBT In 2019, the Corporation redeemed US$400 million and $250 million of its unsecured senior notes and recorded early repurchase premiums of $11 million and wrote off $3 million of unamortized financing costs related to these notes. 32 43 Source of Possibilities PROVISION FOR INCOME TAXES In 2019, the Corporation recorded an income tax provision of $19 million. This compares to an income tax provision of $48 million in 2018. (in millions of Canadian dollars) Provision for income taxes based on the combined basic Canadian and provincial income tax rate Adjustment for income taxes arising from the following: Difference in statutory income tax rate of foreign operations Prior years reassessment Reversal of deferred tax assets on tax losses Permanent differences Change in deferred income tax assets relating to capital tax losses Change in temporary differences Other Provision for income taxes 2019 2018 Adjusted, Note 5 31 (2) 3 — (3) (11) 3 (2) (12) 19 37 (1) 2 3 (1) 8 — — 11 48 Greenpac is a limited liability company (LLC) and partners agreed to account for it as a disregarded entity for tax purposes. Consequently, income taxes associated with Greenpac net earnings are proportionately recorded by each partner based on its respective share in the LLC and no income tax provision is included in Greenpac’s net earnings. As such, although Greenpac has been fully consolidated in the Corporation’s results since the third quarter of 2017, only 71.8% of pre-tax book income is considered for tax provision purposes. Following the acquisition of the 20.2% participation of the CDPQ in Greenpac in January 2020, 92% of pre-tax book income of Greenpac will be considered for tax provision purposes. The Corporation reassessed the probability of recovering unrealized capital losses following the redemption of its US$ denominated debts in 2019, which resulted in the recognition of tax assets totalling $12 million of which $11 million was recorded in the Consolidated statement of earnings. The effective tax rate and income taxes are affected by the results of certain subsidiaries and joint ventures located in countries where the income tax rates are different from those in Canada, notably the United States, France and Italy. The normal effective tax rate is expected to be in the range of 26% to 28%. The weighted-average applicable tax rate was 25.5% in 2019. SHARE OF RESULTS OF ASSOCIATES AND JOINT VENTURES Share of results of associates and joint ventures amounted to $9 million in 2019, compared to $11 million in 2018. Please refer to Note 8 of the 2019 Audited Consolidated Financial Statements for more information on associates and joint ventures. On January 1, 2019, the Corporation applied IFRS 16 Leases retrospectively with no restatement of comparative information, including non-IFRS measures and tables, as allowed by the Standard (see Note 3 of the Audited Consolidated Financial Statements for more details). 44 33 2019 Annual Report LIQUIDITY AND CAPITAL RESOURCES CASH FLOWS FROM OPERATING ACTIVITIES Cash flows from operating activities generated $460 million of liquidity in 2019, compared with $373 million generated in 2018. Changes in non-cash working capital components generated $59 million of liquidity in 2019 versus $12 million generated in 2018 as accounts receivable were lower at the end of 2019. As at December 31, 2019, average LTM working capital as a percentage of LTM sales stood at 10.1%, compared with 10.6% as at December 31, 2018. Cash flow from operating activities, excluding changes in non-cash working capital components, stood at $401 million in 2019, compared with $361 million in 2018. This cash flow measurement is relevant to the Corporation’s ability to pursue its capital expenditure program and reduce its indebtedness. Following the redemption of our senior notes, an interest payment normally planned for January 2020, was done in December 2019 in the amount of $23 million. INVESTING ACTIVITIES Investing activities used $540 million in 2019 compared with $370 million used in 2018. INVESTMENTS IN ASSOCIATES & JOINT VENTURES AND CHANGE IN INTANGIBLE AND OTHER ASSETS The main items were as follows: 2019 In 2019, the Corporation invested $11 million in its ERP information technology system and other software development needed to support our business and received $3 million from notes receivable included in other assets. The Corporation also received $1 million following the sale of shares of one of its joint ventures. 2018 During the year, the Corporation invested $15 million for its ERP technology system and other softwares. Also during the period, the Corporation paid a $2 million purchase price adjustment related to the acquisition of a joint-venture participation in 2017 and invested $2 million in the development of new products. Finally, we received $3 million related to a notes receivable for a plant sold in previous years. PAYMENTS FOR PROPERTY, PLANT AND EQUIPMENT (in millions of Canadian dollars) Total acquisitions Variation of acquisitions for property, plant and equipment included in “Trade and other payables” Right-of-use assets and included in other debts and liabilities Payments for property, plant and equipment Proceeds from disposals of property, plant and equipment 1 Payments for property, plant and equipment net of proceeds from disposals 1 See “Business Highlights” section for more details 2019 317 (9) (50) 258 (27) 231 2018 417 (9) (70) 338 (85) 253 34 45 Source of Possibilities New capital expenditure projects, excluding right-of-use assets, by segment in 2019 were as follows (in $M): The major capital projects that were initiated, are in progress or were completed in 2019 are as follows: CONTAINERBOARD PACKAGING • • Investments in converting equipment at our plants in St. Mary’s, Ontario, Canada, and Piscataway, NJ, USA, to improve productivity and quality. Bear Island assets in Virginia, USA for site preparation before conversion of equipment to containerboard manufacturing (please refer to the “Business Highlights” section for more details). BOXBOARD EUROPE • Investments to improve the gas turbine and a winder at the Barcelona plant, a new paper cutter part of a new sheeting center and a waste washing machine at the Santa Giustina plant. TISSUE PAPERS • • Investment in new converting lines at our Wagram facility in North Carolina, USA, and down payments made on the acquisition of other converting equipment to be installed in 2020. New warehouse in Candiac, Québec, allowing better inventory management to increase the service level and reduce warehousing costs. As part of the Orchids acquisition, the Corporation acquired all of the outstanding units of OPP Acquisition Mexico S. de R.L. de C.V., designated as assets held-for-sale. These were then resold on the day of the transaction for US$14 million ($19 million), all of which has been received as at December 31, 2019. The Corporation also sold for $5 million a piece of land from a previously closed plant of the Containerboard segment. NET CASH ACQUIRED (PAID) IN BUSINESS COMBINATIONS 2019 On September 13, 2019, the Corporation acquired the assets of Orchids Paper Products Company (“Orchids”) for a total consideration of $307 million, which consisted of US$235 million ($311 million) in cash, less $2 million for a purchase price adjustment and the settlement of a net liability of $2 million with the acquiree prior to the transaction. 2018 During the year, the Corporation paid $54 million for the acquisition of Barcelona Cartonboard S.A.U., in the Boxboard Europe segment, and $51 million for the acquisition of Urban Forest Products and Clarion Packaging, two moulded pulp plants, in the Specialty products segment. As well, the Corporation acquired $4 million in cash through the business combination of PAC Service and $2 million from the acquisition of Barcelona Cartonboard S.A.U., as described in Note 5 of the Audited Consolidated Financial Statements of 2019. The Corporation also paid $1 million for the working capital purchase price adjustment related to the acquisition of the Coyle containerboard plants, completed in 2017. In all, net cash consideration amounted to $100 million and the Corporation also assumed $27 million of debt related to these acquisitions. PROCEEDS ON DISPOSALS OF A SUBSIDIARY, NET OF CASH DISPOSED 2019 The Corporation sold its participation of 90% in Cascades Europe S.A.S., which owns Cascades Rollpack, a packaging manufacturer located in France for a total cash consideration of €7 million ($10 million) received at closing less cash disposed of €1 million ($1 million), for net proceeds of €6 million ($9 million). 46 35 2019 Annual Report FINANCING ACTIVITIES Financing activities, including $23 million of dividend payments to Shareholders, debt repayment and the change in our revolving facility, generated $121 million in 2019, compared with $25 million generated in 2018. The Corporation purchased 966,654 shares for cancellation at an average price of $9.52 for an amount of $9 million in 2019. Dividends paid to non-controlling interests amounted to $17 million in 2019, compared with $17 million in 2018. These payments are the result of dividends paid to the non-controlling shareholders of Greenpac and Reno de Medici. Non-controlling interest contributed $1 million to the capital of Greenpac in 2018, representing the reinvestment of investment tax credits received by the partners. In 2018, the Corporation also paid $1 million for the settlement of derivative financial instruments. Finally, the Corporation received $5 million from the issuance of shares upon exercise of stock options, compared to $5 million in 2018. On November 26, 2019, the Corporation announced that it had completed its private offering of US$350 million aggregate principal amount of 5.125% senior notes due 2026, US$300 million aggregate principal amount of 5.375% senior notes due 2028 and $175 million aggregate principal amount of 5.125% senior notes due 2025. The net proceeds from the Notes offering were used by the Corporation to redeem all of its outstanding $250 million aggregate principal amount of 5.50% senior notes due 2021 and US$400 million aggregate principal amount of 5.50% senior notes due 2022 and repay certain amounts outstanding under its revolving credit facility. The Corporation also paid $11 million of premiums, and wrote off $3 million of unamortized financing costs related to these notes. CONSOLIDATED FINANCIAL POSITION AS AT DECEMBER 31, 2019, 2018 AND 2017 The Corporation’s financial position and ratios are as follows: (in millions of Canadian dollars, unless otherwise noted) December 31, 2019 December 31, 2018 3 December 31, 2017 Cash and cash equivalents Working capital1 As a percentage of sales2 Total assets Total debt4 Net debt4 (total debt less cash and cash equivalents) Equity attributable to Shareholders Non-controlling interests Total equity Total equity and net debt Ratio of net debt/(total equity and net debt) Shareholders' equity per share (in dollars) 155 416 10.1% 5,180 2,118 1,963 1,489 177 1,666 3,629 123 455 10.6% 4,948 1,892 1,769 1,506 180 1,686 3,455 $ 54.1% 15.81 $ 51.2% 15.99 $ 89 442 10.1% 4,427 1,611 1,522 1,455 146 1,601 3,123 48.7% 15.32 1 Working capital includes accounts receivable (excluding the short-term portion of other assets) plus inventories less trade and other payables. 2 Percentage of sales = Average LTM working capital/LTM sales. It includes or excludes significant business acquisitions and disposals, respectively, of the last twelve months. 3 2018 results have been adjusted to reflect retrospective adjustments of purchase price allocation. See Note 5 of the 2019 Audited Consolidated Financial Statements for more details. 4 Please refer to the “Supplemental Information on Non-IFRS Measures” section for reconciliation of these figures. On January 1, 2019, the Corporation applied IFRS 16 Leases retrospectively with no restatement of comparative information, including non-IFRS measures and tables, as allowed by the Standard (see Note 3 of the Audited Consolidated Financial Statements for more details). 36 47 Source of Possibilities NET DEBT1 RECONCILIATION The variances in the net debt (total debt less cash and cash equivalents) in 2019 are shown below (in millions of dollars), with the applicable financial ratios included. 489 3.5x Adjusted OIBD1 (last twelve months) Net debt/Adjusted OIBD1,2 1 Please refer to the “Supplemental Information on Non-IFRS Measures” section for reconciliation of these figures. 2 Pro-forma in 2018 to include business acquisitions on a last twelve months basis. 604 3.25x Liquidity available via the Corporation’s credit facilities and the anticipated cash flow generated by its operating activities are expected to provide sufficient funds to meet our financial obligations and to fulfill our capital expenditure program for at least the next twelve months. Net capital expenditures are expected to be around $250 million, excluding the Bear Island project, in 2020. This amount is subject to change, depending on the Corporation’s operating results and on general economic conditions. As at December 31, 2019, the Corporation had $613 million (net of letters of credit in the amount of $14 million) available on its $750 million credit facility (excluding the credit facilities of our subsidiaries Greenpac and Reno de Medici). Cash and cash equivalents as at December 31, 2019, are comprised as follows: $50 million in the parent company and restricted subsidiaries (as defined in the credit agreement) and $105 million in unrestricted subsidiaries, mainly Greenpac and Reno de Medici. On January 3, 2020 the Corporation paid US$93 million ($122 million) to purchase the 20.2% interest in Greenpac Holding LLC ("Greenpac") held by the Caisse de dépôt et placement du Québec. EMPLOYEE FUTURE BENEFITS The Corporation’s employee future benefits assets and liabilities amounted to $474 million and $616 million respectively as at December 31, 2019, including an amount of $103 million for post-retirement benefits other than pension plans. The pension plans include an amount of $67 million, which does not require any funding by the Corporation until it is paid to the employees. This amount is not expected to increase, as the Corporation has reviewed its benefits program to phase out some of them for future retirees. With regard to pension plans, the Corporation’s risk is limited, since all defined benefit pension plans are closed to new employees and less than 10% of its active employees are subject to those pension plans, while the remaining employees are part of the Corporation’s defined- contribution plans, such as group RRSPs or 401(k). Based on their liabilities balances as at December 31, 2019, 23% of the Corporation pension plans have been evaluated on December 31, 2018 (49% in 2017). Considering the assumptions used and the asset ceiling limit, the deficit status for accounting purposes of its pension plans amounted to $47 million as at December 31, 2019, compared to $55 million in 2018. The 2019 pension plan expense was $7 million and the cash outflow was $8 million. Due to the investment returns in 2019 and the change in the assumptions, the expected expense for these pension plans is $7 million in 2020. As for the cash flow requirements, these pension plans are expected to require a net contribution of approximately $8 million in 2020. Finally, on a consolidated basis, the solvency ratio of the Corporation’s pension plans has remained stable at approximately 100%. 48 37 2019 Annual Report COMMENTS ON THE FOURTH QUARTER OF 2019 Sales of $1,227 million increased by $31 million, or 3%, compared with the same period last year. Specifically, Tissue sales increased by $57 million, or 17%, a reflection of increased volumes, higher average selling price, more favourable sales mix, and the addition of Orchids Paper assets. European Boxboard sales decreased by $2 million, or 1%, compared with the previous year, largely driven by less favourable average selling price and mix and Canadian dollar - euro exchange rate, and slightly lower volumes, the effects of which were largely mitigated by the business acquisition in Spain at the end of 2018. The Specialty Products segment generated an 8% or $8 million sales improvement year-over-year, reflecting 2018 acquisitions and slightly higher volumes, the benefits of which outweighed slightly less favourable pricing and sales mix. Lastly, sales in the Containerboard Packaging segment decreased by $21 million year-over-year due to slightly lower volume and less favourable average selling price and sales mix year-over-year. The Corporation generated an operating income before depreciation and amortization (OIBD) of $76 million in the fourth quarter of 2019. This compares with the $35 million1 generated in the same period last year. This reflects impairments charges of $75 million and $34 million recorded in the Tissue segment in the fourth quarters of 2018 and 2019, respectively, and additional impairment charges of $14 million related to goodwill that were recorded in our Recovery operations in 2019. On a year-over-year basis, operating results benefited from more favourable raw material prices across all four businesses, lower energy costs in all segments with the exception of Specialty Products, and business acquisitions completed in the last twelve months. Offsetting these benefits were less favourable selling prices and mix in all segments except Tissue, and higher production costs per ton sold in all segments largely attributable to the higher proportion of sales coming from converting activities. Results generated by Recovery activities, accounted for in Corporate Activities, negatively impacted results in the current period following year-over-year decreases in recycled fibre pricing. Operating results for 2019 also include the beneficial impact of IFRS 16 accounting for leases, which increased fourth quarter 2019 OIBD by approximately $7 million. On an adjusted basis2, fourth quarter 2019 OIBD stood at $152 million, versus $113 million in the previous year. The main specific items, before income taxes, that impacted our fourth quarter 2019 results were: • • • • $64 million impairment charge mainly related to certain assets in our Tissue and Boxboard Europe segments and the goodwill in Recovery operations $10 million loss related to the sale of certain equipment, restructuring costs and other charges following facility closures and the Orchids acquisition $2 million unrealized loss on financial instruments $14 million charge on repurchase of long-term debt For the 3-month period ended December 31, 2019, the Corporation posted a net loss of $26 million, or $0.27 per share, compared with a net loss of $67 million1, or $0.711 per share, for the same period in 2018. On an adjusted basis1, the Corporation generated net earnings of $29 million in the fourth quarter of 2019, or $0.30 per share, compared with a break even net earnings of $0 million, or $0.00 per share, for the same period in 2018. 1 2018 results have been adjusted to reflect retrospective adjustments of purchase price allocation. See Note 5 of the 2019 Audited Consolidated Financial Statements for more details. 2 Please refer to the “Supplemental Information on Non-IFRS Measures” section for a complete reconciliation. On January 1, 2019, the Corporation applied IFRS 16 Leases retrospectively with no restatement of comparative information, including non-IFRS measures and tables, as allowed by the Standard (see Note 3 of the Audited Consolidated Financial Statements for more details). 38 49 Source of Possibilities The following table reconciles net earnings (loss) and net earnings (loss) per share, as per IFRS, with adjusted net earnings and adjusted net earnings per share: NET EARNINGS NET EARNINGS PER SHARE1 (in millions of Canadian dollars, except amount per share) As per IFRS Specific items: Loss (gain) on acquisitions, disposals and others Inventory adjustment resulting from business combination Impairment charges Restructuring costs Unrealized loss on derivative financial instruments Loss on repurchase of long-term debt Unrealized gain on interest rate swaps and option fair value Foreign exchange loss (gain) on long-term debt and financial instruments Tax effect on specific items, other tax adjustments and attributable to non-controlling interests1 Adjusted Q4 2019 (26) Q4 20182 (67) $ Q4 2019 (0.27) $ 5 2 64 3 2 14 (1) 1 (35) 55 29 (3) $ — $ 75 $ 2 $ 4 $ — $ — $ 8 $ (19) $ 67 $ — $ 0.04 $ 0.02 0.49 $ 0.02 $ 0.01 $ 0.11 (0.01) 0.01 $ (0.12) $ 0.57 $ 0.30 Q4 20182 (0.71) (0.02) — 0.60 0.02 0.03 — — 0.06 0.02 0.71 — 1 Specific amounts per share are calculated on an after-tax basis and are net of the portion attributable to non-controlling interests. Per share amounts in line item “Tax effect on specific items, other tax adjustments and attributable to non-controlling interests” only include the effect of tax adjustments. Please refer to “Provision for income taxes” on the "Supplemental Information on Non-IFRS Measures" section for more details. The reconciliation of operating income (loss) to OIBD, to adjusted operating income (loss) and to adjusted OIBD by business segment is as follows: (in millions of Canadian dollars) Operating income (loss) Depreciation and amortization Operating income (loss) before depreciation and amortization Specific items: Loss on acquisitions, disposals and others Inventory adjustment resulting from business acquisition Impairment charges Restructuring costs Unrealized loss (gain) on derivative financial instruments Adjusted operating income (loss) before depreciation and amortization Adjusted operating income (loss) Containerboard Boxboard Europe Specialty Products Tissue Papers Corporate Activities Consolidated For the 3-month period ended December 31, 2019 69 29 98 4 — 2 1 1 8 106 77 (6) 14 8 — — 14 — 2 16 24 10 5 4 9 — — — — — — 9 5 (21) 18 (3) — 2 34 2 — 38 35 17 (48) 12 (36) 1 — 14 — (1) 14 (22) (34) (1) 77 76 5 2 64 3 2 76 152 75 2 2018 results have been adjusted to reflect retrospective adjustments of purchase price allocation. See Note 5 of the 2019 Audited Consolidated Financial Statements for more details. On January 1, 2019, the Corporation applied IFRS 16 Leases retrospectively with no restatement of comparative information, including non-IFRS measures and tables, as allowed by the Standard (see Note 3 of the Audited Consolidated Financial Statements for more details). 50 39 2019 Annual Report (in millions of Canadian dollars) Operating income (loss) Depreciation and amortization Operating income (loss) before depreciation and amortization Specific items: Gain on acquisitions, disposals and others Impairment charges Restructuring costs (reversals) Unrealized loss (gain) on derivative financial instruments Adjusted operating income (loss) before depreciation and amortization Adjusted operating income (loss) Containerboard Boxboard Europe Specialty Products Tissue Papers Corporate Activities Consolidated For the 3-month period ended December 31, 20182 84 27 111 (1) — 3 (2) — 111 84 11 11 22 (2) — — — (2) 20 9 6 3 9 — — (1) — (1) 8 5 (100) 17 (83) — 75 — — 75 (8) (25) (36) 12 (24) — — — 6 6 (18) (30) (35) 70 35 (3) 75 2 4 78 113 43 The main variances1 in sales and operating income before depreciation and amortization in the fourth quarter of 2019, compared to the same period of 20182, are shown below: 1 For definitions of certain sales and operating income before depreciation and amortization (OIBD) variation categories, please refer to the "Financial results for the year ended December 31, 2019, compared to the year ended December 31, 2018" for more details. 2 2018 results have been adjusted to reflect retrospective adjustments of purchase price allocation. See Note 5 of the 2019 Audited Consolidated Financial Statements for more details. On January 1, 2019, the Corporation applied IFRS 16 Leases retrospectively with no restatement of comparative information, including non-IFRS measures and tables, as allowed by the Standard (see Note 3 of the Audited Consolidated Financial Statements for more details). NEAR-TERM OUTLOOK First quarter performance is projected to improve year-over-year, largely driven by improvements in the Tissue segment as a result of our strategic repositioning and ongoing integration of the Orchids activities. Results in our other three segments are expected to be stable, with pricing headwinds for these businesses expected to be offset by improved volumes and favourable raw material pricing in containerboard and Boxboard Europe. The Corporation is closely monitoring the global situation surrounding COVID-19, and taking proactive steps to ensure the well-being and safety of our employees, and the continuity of our operations and businesses. Given the dynamic nature of the situation, it is not possible to ascertain what impact, if any, there may be on our financial performance. We are taking the necessary steps to mitigate the potential consequences that this situation may have on our manufacturing operations, supply chain and service to our customers. 40 51 Source of Possibilities CAPITAL STOCK INFORMATION SHARE TRADING Cascades’ stock is traded on the Toronto Stock Exchange under the ticker symbol “CAS”. From January 1, 2019 to December 31, 2019, Cascades' share price fluctuated between $7.84 and $13.33. During the same period, 47.1 million Cascades shares were traded on the Toronto Stock Exchange. On December 31, 2019, Cascades shares closed at $11.21. This compares with a closing price of $10.23 on the same closing day last year. SHARES OUTSTANDING As at December 31, 2019, the Corporation’s issued and outstanding capital stock consisted of 94,245,295 shares (94,163,515 as at December 31, 2018) and 3,476,296 issued and outstanding stock options (4,409,358 as at December 31, 2018). In 2019, the Corporation purchased 966,654 shares for cancellation, while 1,048,434 stock options were exercised, 200,354 options were granted and 84,982 stock options were forfeited. As at February 26, 2020, issued and outstanding capital stock consisted of 94,329,849 shares and 3,530,629 stock options. NORMAL COURSE ISSUER BID PROGRAM The normal course issuer bid announced on March 15, 2018 enabled the Corporation to purchase for cancellation up to 1,903,282 shares between March 19, 2018 and March 18, 2019. During that period, the Corporation purchased 1,903,200 shares for cancellation. The current normal course issuer bid announced on March 14, 2019 enables the Corporation to purchase for cancellation up to 1,878,456 shares between March 19, 2019 and March 18, 2020. During the period between March 19, 2019 and February 26, 2020, the Corporation purchased 424,454 shares for cancellation. DIVIDEND POLICY On February 26, 2020, Cascades’ Board of Directors declared a quarterly dividend of $0.08 per share to be paid on March 26, 2020, to shareholders of record at the close of business on March 12, 2020. The quarterly dividend was increased to $0.08 per share in the second quarter of 2019. On February 26, 2020, dividend yield was 2.9%. TSX Ticker: CAS Shares outstanding (in millions) 1 Closing price 1 Average daily volume 2 Dividend yield 1 1 On the last day of the quarter. 2 Average daily volume on the Toronto Stock Exchange. 2017 Q4 95.0 Q1 95.0 Q2 94.6 Q3 94.2 2018 Q4 94.2 Q1 93.6 Q2 93.6 Q3 94.2 2019 Q4 94.2 $ 13.62 $ 13.33 $ 11.77 $ 12.61 $ 10.23 $ 8.34 $ 10.54 $ 11.58 $ 11.21 208,984 246,940 201,563 215,882 218,696 238,606 202,448 164,371 146,157 1.2% 1.2% 1.4% 1.3% 1.6% 1.9% 1.5% 2.8% 2.9% CASCADES’ SHARE PRICE FOR THE PERIOD FROM JANUARY 1, 2018 TO DECEMBER 31, 2019 52 41 2019 Annual Report CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS The Corporation’s principal contractual obligations and commercial commitments relate to outstanding debt, operating leases and obligations for its pension and post-employment benefit plans. The following table summarizes these obligations as at December 31, 2019: CONTRACTUAL OBLIGATIONS Payment due by period (in millions of Canadian dollars) Long-term debt, including capital and interest Operating leases Pension plans and other post-employment benefits1 Total contractual obligations TOTAL 2,727 72 954 3,753 LESS THAN A YEAR 187 BETWEEN 1-5 YEARS 1,090 61 38 286 9 157 1,256 OVER 5 YEARS 1,450 2 759 2,211 1 These amounts represent all the benefits payable to current members during the following years and thereafter without limitations. The majority of benefit payments are payable from trustee-administered funds. The difference will come from future investment returns expected on plan assets and future contributions that will be made by the Corporation for services rendered after December 31, 2019. FACTORING OF ACCOUNTS RECEIVABLE The Corporation sells its accounts receivable from one of its European subsidiaries through a factoring contract with a financial institution. The Corporation uses factoring of accounts receivable as a source of financing by reducing its working capital requirements. When the accounts receivable are sold, the Corporation removes them from the balance sheet, recognizes the amount received as the consideration for the transfer and records a loss on factoring, which is included in “Financing expense”. As at December 31, 2019, the off-balance sheet impact of the factoring of accounts receivable amounted to $42 million (€29 million). The Corporation expects to continue to sell accounts receivable on an ongoing basis. Should it decide to discontinue this contract, its working capital and bank debt requirements would increase. TRANSACTIONS WITH RELATED PARTIES The Corporation has also entered into various agreements with its joint-venture partners, significantly influenced companies and entities that are affiliated with one or more of its directors for the supply of raw material including recycled paper, virgin pulp and energy, as well as the supply of unconverted and converted products, and other agreements entered into in the normal course of business. Aggregate sales by the Corporation to its joint-venture partners and other affiliates totaled $248 million and $322 million for 2019 and 2018 respectively. Aggregate sales to the Corporation from its joint-venture partners and other affiliates came to $87 million and $82 million for 2019 and 2018 respectively. CHANGES IN ACCOUNTING POLICY AND DISCLOSURES A) NEW IFRS ADOPTED IFRS 16 LEASES In January 2016, the IASB released IFRS 16 Leases, which supersedes IAS 17 Leases, and the related interpretations on leases: IFRIC 4 Determining Whether an Arrangement Contains a Lease, SIC 15 Operating Leases - Incentives and SIC 27 Evaluating the Substance of Transactions in the Legal Form of a Lease. The standard is effective for annual periods beginning on or after January 1, 2019. Impact of adoption The Corporation applied IFRS 16 Leases retrospectively with no restatement of comparative information as allowed by the Standard. At the date of initial application, lease liability for leases previously classified as operating leases under IAS 17 Leases equals the present value of the remaining lease payments, discounted using the interest rate implicit in the lease or the Corporation’s incremental borrowing rate, as described above. As for the underlying right-of-use asset, the Corporation elected to measure it at an amount equal to the lease liability. The Corporation also used the following practical expedients allowed by IFRS 16: • • • • account for leases ending in 2019 as short-term leases; exclude initial direct costs from the measurement of the right-of-use asset; use hindsight in determining the lease term where the contract includes extension or termination options; and rely on previous assessment of whether a lease is onerous. Adjustment to the consolidated opening retained earnings is related to an impairment charge of $12 million, net of a deferred income tax recovery of $3 million, that the Corporation recorded on the right-of-use assets of CGUs whose assets are valued at fair market value. 42 53 Source of Possibilities The application of IFRS 16 Leases had the following impacts on the January 1, 2019 consolidated balance sheet: (in millions of Canadian dollars) Property, plant and equipment (including right-of-use assets) Current portion of long-term debt Long-term debt Deferred income tax liabilities Retained earnings Balance as of December 31, 20181 IFRS16 adjustment January 1, 2019 adjusted balance 2,505 55 1,821 201 998 87 16 83 (3) (9) 2,592 71 1,904 198 989 1 Including business combination purchase price retrospective adjustment (see Note 5 of the Audited Consolidated Financial Statements for more details). The reconciliation between operating lease commitments disclosed under IAS 17 at the end of 2018 and the initial impact of IFRS 16 on January 1, 2019 consolidated balance sheet is the following: (in millions of Canadian dollars) Commitments disclosed as at December 31, 2018 (adjusted) Discount Discounted using weighted average Cascades’ incremental borrowing rate of 3.46% Finance lease obligations recognized as at December 31, 2018 Low value and short-term exemptions Contracts reassessed as service agreement Change in treatment of extension and termination options Leases with an effective date later than December 31, 2018 Other Lease obligations recognized as at January 1, 2019 The impact of adoption of IFRS16 Leases on the consolidated statement of earnings is as follows: (in millions of Canadian dollars) Increase in financing expense Increase in depreciation and amortization Increase in operating income before depreciation and amortization CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS January 1, 2019 121 (14) 107 95 (1) (7) 8 (6) (2) 194 For the year ended December 31, 2019 3 27 29 Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and disclosure of contingencies at the balance sheet date, and the reported amounts of revenues and expenses during the reporting period. On a regular basis and with the information available, Management reviews its estimates, including those related to environmental costs, employee future benefits, collectability of accounts receivable, financial instruments, contingencies, income taxes, useful life and residual value of property, plant and equipment and impairment of property, plant and equipment and intangible assets. Actual results could differ from those estimates. When adjustments become necessary, they are reported in earnings in the period in which they occur. A. IMPAIRMENT OF LONG-LIVED ASSETS, INTANGIBLE ASSETS AND GOODWILL In determining the recoverable amount of an asset or a cash generating unit (CGU), the Corporation uses several key assumptions based on external information on the industry when available, including estimated production levels, selling prices, volume, raw material costs, foreign exchange rates, growth rates, discounting rates and capital spending. The Corporation believes its assumptions are reasonable. Based on available information at the assessment date, however, these assumptions involve a high degree of judgment and complexity. Management believes that the following assumptions are the most susceptible to change and therefore could impact the valuation of the assets in the next year. 54 43 2019 Annual Report DESCRIPTION OF SIGNIFICANT IMPAIRMENT TESTING ASSUMPTIONS (see Note 27 of consolidated financial statements) REVENUES, OPERATING INCOME BEFORE DEPRECIATION (OIBD) MARGINS, CASH FLOWS AND GROWTH RATES The assumptions used were based on the Corporation's internal budget. Revenues, OIBD margins and cash flows were projected for a period of five years and a perpetual long-term growth rate was applied thereafter. In arriving at its forecasts, the Corporation considers past experience, economic trends such as gross domestic product growth and inflation, as well as industry and market trends. DISCOUNT RATES The Corporation assumed a discount rate in order to calculate the present value of its projected cash flows. The discount rate represents a weighted average cost of capital (WACC) for comparable companies operating in similar industries of the applicable CGU, group of CGUs or reportable segment based on publicly available information. FOREIGN EXCHANGE RATES When estimating the fair value less cost of disposal, foreign exchange rates are determined using the financial institution's average forecast for the first two years of forecasting. For the following three years, the Corporation uses the last five years' historical average of the foreign exchange rate. Terminal rate is based on historical data of the last twenty years and adjusted to reflect Management's best estimate. SHIPMENTS The assumptions used are based on the Corporation's internal budget for the next year and are usually held constant for the forecast period. In arriving at its budgeted shipments, the Corporation considers past experience, economic trends as well as industry and market trends. Considering the sensitivity of the key assumptions used, there is measurement uncertainty since adverse changes in one or a combination of the Corporation's key assumptions could cause a significant change in the carrying amounts of these assets. B. INCOME TAXES The Corporation is required to estimate the income taxes in each jurisdiction in which it operates. This includes estimating a value for existing tax losses based on the Corporation's assessment of its ability to use them against future taxable income before they expire. If the Corporation's assessment of its ability to use the tax losses proves inaccurate in the future, more or less of the tax losses might be recognized as assets, which would increase or decrease the income tax expense and, consequently, affect the Corporation's results in the relevant year. C. EMPLOYEE BENEFITS The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating the terms of the related pension liability. The cost of pensions and other retirement benefits earned by employees is actuarially determined using the projected benefit method pro- rated on years of service and Management's best estimate of expected plan investment performance, salary escalations, retirement ages of employees and expected health care costs. The accrued benefit obligation is evaluated using the market interest rate at the evaluation date. Due to the long-term nature of these plans, such estimates are subject to significant uncertainty. All assumptions are reviewed annually. D. GOODWILL, INTANGIBLE ASSETS AND BUSINESS COMBINATIONS Goodwill and client lists have arisen as a result of business combinations. The acquisition method, which also requires significant estimates and judgments, is used to account for these business combinations. As part of the allocation process in a business combination, estimated fair values are assigned to the net assets acquired. These estimates are based on forecasts of future cash flows, estimates of economic fluctuations and an estimated discount rate. The excess of the purchase price over the estimated fair value of the net assets acquired is then assigned to goodwill. In the event that actual net assets fair values are different from estimates, the amounts allocated to the net assets could differ from what is currently reported. This would then have a direct impact on the carrying value of goodwill. Differences in estimated fair values would also have an impact on the amortization of definite life intangibles. E. FAIR VALUE OF BUSINESS COMBINATION The Corporation makes a number of estimates when allocating fair values to the assets and liabilities acquired in a business acquisition. Fair values are estimated using valuation techniques that take into account several assumptions such as production, amount and timing of earnings and expenses, revenue growth, discount rate and capital expenditures. 44 55 Source of Possibilities CRITICAL JUDGMENTS IN APPLYING THE CORPORATION'S ACCOUNTING POLICIES LEASES Significant judgments are applied in assessing whether or not a contract is or contains a lease. The Corporation assessment of its right to obtain substantially all of the economic benefits from the use of the leased asset or of its ability to direct the use of the asset will determine if an agreement contains a lease. CONTROLS AND PROCEDURES EVALUATION OF THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES, AND INTERNAL CONTROL OVER FINANCIAL REPORTING The Corporation’s President and Chief Executive Officer, and its Vice-President and Chief Financial Officer have designed, or caused to be designed under their supervision, disclosure controls and procedures (DC&P), and internal controls over financial reporting (ICFR), as defined in National Instrument 52-109, “Certification of Disclosure in Issuer’s Annual and Interim Filings”. The DC&P have been designed to provide reasonable assurance that important information relevant to the Corporation is communicated to the President and Chief Executive Officer and to the Vice-President and Chief Financial Officer by other people and that information required to be disclosed by the Corporation in its annual filings, interim filings or other reports filed or submitted by the Corporation under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation. They have limited the scope of their design of DC&P and ICFR to exclude controls, policies and procedures of the Corporation’s 2018 and 2019 business combinations. The design and evaluation of the operating effectiveness of the 2018 and 2019 business combinations’ DC&P and ICFR will be completed within 365 days from the date of acquisition. The President and Chief Executive Officer and the Vice-President and Chief Financial Officer have concluded, based on their evaluation, that the DC&P of the Corporation were effective as at December 31, 2019. The ICFR have been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS. The President and Chief Executive Officer, and the Vice-President and Chief Financial Officer have assessed the effectiveness of the ICFR as at December 31, 2019, based on the control framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 COSO Framework). They have limited the scope of their design of DC&P and ICFR to exclude controls, policies and procedures of the Orchids Paper Products Company (“Orchids”) business combinations. The design and evaluation of the operating effectiveness of Orchids’ DC&P and ICFR will be completed within 365 days from the date of acquisition. Business combinations’ balance sheet and results are included in our consolidated financial statements since the acquisition date. They constituted approximately 11.0% of total consolidated assets as of December 31, 2019, while they represented approximately 8.5% of consolidated sales and approximately 6.8% of consolidated net earnings attributable to Shareholders for the period ended December 31, 2019. Further details on these business combinations are disclosed in Note 5 of the Corporation’s Audited Consolidated Financial Statements. During the three-month period ended December 31, 2019, there were no changes in the Corporation’s ICFR that materially affected or are reasonably likely to materially affect, the Corporation’s ICFR. RISK FACTORS As part of its ongoing business operations, the Corporation is exposed to certain market risks, including risks ensuing from changes in selling prices for its principal products, costs of raw material, interest rates and foreign currency exchange rates, all of which impact the Corporation’s financial position, operating results and cash flows. The Corporation manages its exposure to these and other market risks through regular operating and financing activities and, on a limited basis, through the use of derivative financial instruments. We use these derivative financial instruments as risk management tools, not for speculative investment purposes. The following is a discussion of key areas of business risks and uncertainties that we have identified, and our mitigating strategies. The risk areas below are listed in no particular order, as risks are evaluated based on both severity and probability. Readers are cautioned that the following is not an exhaustive list of all the risks we are exposed to, nor will our mitigation strategies eliminate all risks listed. 56 45 2019 Annual Report a) The markets for some of the Corporation’s products tend to be cyclical in nature and prices for some of its products, as well as raw material and energy costs, may fluctuate significantly, which can adversely affect its business, operating results, profitability and financial position The markets for some of the Corporation’s products, particularly containerboard and boxboard, are cyclical. As a result, prices for these types of products and for its two principal raw material, recycled paper and virgin fibre, have fluctuated significantly in the past and will likely continue to fluctuate significantly in the future, principally due to market imbalances between supply and demand. Demand is heavily influenced by the strength of the global economy and the countries or regions in which Cascades does business, particularly Canada and the United States, the Corporation’s two primary markets. Demand is also influenced by fluctuations in inventory levels held by customers and consumer preferences. Supply depends primarily on industry capacity and capacity utilization rates. In periods of economic weakness, reduced spending by consumers and businesses results in decreased demand, which can potentially cause downward price pressure. Industry participants may also, at times, add new capacity or increase capacity utilization rates, potentially causing supply to exceed demand and exerting downward price pressure. Depending on market conditions and related demand, Cascades may have to take market-related downtime. In addition, the Corporation may not be able to maintain current prices or implement additional price increases in the future. If Cascades is unable to do so, its revenues, profitability and cash flows could be adversely affected. In addition, other participants may introduce new capacity or increase capacity utilization rates, which could also adversely affect the Corporation’s business, operating results and financial position. Prices for recycled and virgin fibre also fluctuate considerably. The costs of these materials present a potential risk to the Corporation’s profit margins, in the event that it is unable to pass along price increases to its customers on a timely basis. Although changes in the price of recycled fibre generally correlate with changes in the price of products made from recycled paper, this may not always be the case. If Cascades were unable to implement increases in the selling prices for its products to compensate for increases in the price of recycled or virgin fibre, the Corporation’s profitability and cash flows would be adversely affected. In addition, Cascades uses energy, mainly natural gas and fuel oil, to generate steam, which it then uses in the production process and to operate machinery. Energy prices, particularly for natural gas and fuel oil, have continued to remain very volatile. Cascades continues to evaluate its energy costs and consider ways to factor energy costs into its pricing. However, should energy prices increase, the Corporation’s production costs, competitive position and operating results would be adversely affected. A substantial increase in energy costs would adversely affect the Corporation’s operating results and could have broader market implications that could further adversely affect the Corporation’s business or financial results. To mitigate price risk, our strategies include the use of various derivative financial instrument transactions, whereby it sets the price for notional quantities of old corrugated containers, electricity and natural gas. Additional information on our North American electricity and natural gas hedging programs as at December 31, 2019 is set out below: NORTH AMERICAN ELECTRICITY HEDGING Electricity consumption Electricity consumption in a regulated market % of consumption hedged in a de-regulated market (2020) Average prices (2020-2021) (in US$ in the US and in CAD$ in Canada), per KWh) Fair value as at December 31, 2019 (in millions of CAN$) NORTH AMERICAN NATURAL GAS HEDGING Natural gas consumption % of consumption hedged (2019) Average prices (2020 - 2024) (in US$, per mmBTU) (in CAN$, per GJ) Fair value as at December 31, 2019 (in millions of CAN$) UNITED STATES CANADA 49% 46% 9% $ 0.03 0.16 51% 69% 1% 0.06 — UNITED STATES CANADA 58% 35% 2.75 (1.9) 42% — — — $ $ $ $ b) Cascades faces significant competition and some of its competitors may have greater cost advantages or be able to achieve greater economies of scale or better withstand periods of declining prices and adverse operating conditions, which could negatively affect the Corporation’s market share and profitability The markets for the Corporation’s products are highly competitive. In some of the markets in which Cascades competes, such as tissue papers, it competes with a small number of other producers. In some businesses, such as the containerboard industry, competition tends to be global. In others, such as the tissue industry, competition tends to be regional. In the Corporation’s packaging products segment, it also faces competition from alternative packaging materials, such as, plastic and Styrofoam, which can lead to excess capacity, decreased demand and pricing pressures. Competition in the Corporation’s markets is primarily based on price, as well as customer service and the quality, 46 57 Source of Possibilities breadth and performance characteristics of its products. The Corporation’s ability to compete successfully depends on a variety of factors, including: • • • its ability to maintain high plant efficiency, operating rates and lower manufacturing costs the availability, quality and cost of raw material, particularly recycled and virgin fibre, as well as labour the cost of energy. Some of the Corporation’s competitors may, at times, have lower fibre, energy and labour costs, and less restrictive environmental and governmental regulations to comply with than Cascades. For example, fully integrated manufacturers, or those whose requirements for pulp or other fibre are met fully from their internal sources, may have some competitive advantages over manufacturers that are not fully integrated, such as Cascades, in periods of relatively high raw material pricing, in that the former are able to ensure a steady source of these raw material at costs that may be lower than prices in the prevailing market. In contrast, competitors that are less integrated than Cascades may have cost advantages in periods of relatively low pulp or fibre prices because they may be able to purchase pulp or fibre at prices lower than the costs the Corporation incurs in the production process. Other competitors may be larger in size or scope than Cascades, which may allow them to achieve greater economies of scale on a global basis or to better withstand periods of declining prices and adverse operating conditions. In addition, there has been an increasing trend among the Corporation’s customers towards consolidation. With fewer customers in the market for the Corporation’s products, the strength of its negotiating position with these customers could be weakened, which could have an adverse effect on its pricing, margins and profitability. To mitigate competition risk, Cascades’ targets are to offer quality products that meet customers’ needs at competitive prices and to provide good customer service. c) Because of the Corporation’s international operations, it faces political, social and exchange rate risks that can negatively affect its supply chain, manufacturing capabilities, distribution activities, operating results, net earnings and financial condition The Corporation’s international operations present it with a number of risks and challenges, including: • • • • effective product marketing in other countries tariffs and other trade barriers different regulatory schemes and political environments applicable to the Corporation’s operations in areas such as environmental and health and safety compliance exposure to health epidemics and pandemics such as the ongoing coronavirus outbreak and other highly communicable diseases or viruses Cascades has customers and operations located outside Canada. In 2019, sales outside Canada, in Canadian dollars, represented approximately 68% of the Corporation’s consolidated sales, including 46% in the United States. In 2019, 20% of sales from Canadian operations were made to the United States. In addition, the Corporation’s consolidated financial statements are reported in Canadian dollars, while a portion of its sales is made in other currencies, primarily the US dollar and the euro. The variation of the Canadian dollar against the US dollar may adversely or positively affect the Corporation’s reported operating results and financial condition. This has a direct impact on export prices and also contributes to the impact on Canadian dollar prices in Canada, because several of the Corporation’s product lines are priced in US dollars. As well, a substantial portion of the Corporation’s debt is also denominated in currencies other than the Canadian dollar. The Corporation has senior notes outstanding and also some borrowings under its credit facility that are denominated in US dollars and in euros, in the amounts of US$1,237 million and €89 million, respectively, as at December 31, 2019. Moreover, in some cases, the currency of the Corporation’s sales does not match the currency in which it incurs costs, which can negatively affect the Corporation’s profitability. Fluctuations in exchange rates can also affect the relative competitive position of a particular facility, where the facility faces competition from non-local producers, as well as the Corporation’s ability to successfully market its products in export markets. As a result, if the Canadian dollar were to remain permanently strong compared to the US dollar and the euro, it could affect the profitability of the Corporation’s facilities, which could lead Cascades to shut down facilities either temporarily or permanently, all of which could adversely affect its business or financial results. To mitigate the risk of currency rises from future commercial transactions, recognized assets and liabilities, and net investments in foreign operations, which are partially covered by purchases and debt, Management has implemented a policy for managing foreign exchange risk against the relevant functional currency. The Corporation uses various foreign exchange forward contracts and related currency option instruments to anticipate sales net of purchases, interest expenses and debt repayment. Gains or losses from the derivative financial instruments designated as hedges are recorded under “Other comprehensive income (loss)” and are reclassified under earnings in accordance with the hedge items. 58 47 2019 Annual Report Additional information on our North American foreign exchange hedging program is set out below: NORTH AMERICAN FOREIGN EXCHANGE HEDGING 1 Sell contracts and currency options on net exposure to US$: 2020 2021 2022 Total amount (in millions of US$) $ 30 to 53 $ 5 to 10 Estimated % of sales, net of expenses from Canadian operations (excluding subsidiaries with non- controlling interests) Average rate (US$/CAN$) Fair value as at December 31, 2019 (in millions of CAN$) 1 See Note 16 of the Audited Consolidated Financial Statements for more details on financial instruments. 24% to 42% 4% to 8% 0.75 — 0.75 — — — — — d) The Corporation’s operations are subject to comprehensive environmental regulations and involve expenditures that may be material in relation to its operating cash flow The Corporation is subject to environmental laws and regulations imposed by the various governments and regulatory authorities in all countries in which it operates. These environmental laws and regulations impose stringent standards on the Corporation regarding, among other things: • • • • • air emissions water discharges use and handling of hazardous materials use, handling and disposal of waste remediation of environmental contamination The Corporation is also subject to the U.S. Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) as well as to other applicable legislation in the United States, Canada and Europe that holds companies accountable for the investigation and remediation of hazardous substances. The Corporation’s European subsidiaries and some of our Québec plants are also subject to an emissions market, aimed at reducing worldwide CO2 emissions. Each unit has been allocated emission rights (“CO2 quota”). On a calendar- year basis, the Corporation must buy the necessary credits to cover its deficit, on the open market, if its emissions are higher than quota. The Corporation’s failure to comply with applicable environmental laws, regulations or permit requirements may result in civil or criminal fines, penalties or enforcement actions. These may include regulatory or judicial orders enjoining or curtailing operations, or requiring corrective measures, the installation of pollution control equipment or remedial actions, any of which could entail significant expenditures. It is difficult to predict the future development of such laws and regulations, or their impact on future earnings and operations, but these laws and regulations may require capital expenditures to ensure compliance. In addition, amendments to, or more stringent implementation of, current laws and regulations governing the Corporation’s operations could have a material adverse effect on its business, operating results or financial position. Furthermore, although Cascades generally tries to plan for capital expenditures relating to environmental and health and safety compliance on an annual basis, actual capital expenditures may exceed those estimates. In such an event, Cascades may be forced to curtail other capital expenditures or other activities. In addition, the enforcement of existing environmental laws and regulations has become increasingly strict. The Corporation may discover currently unknown environmental problems or conditions in relation to its past or present operations, or may face unforeseen environmental liabilities in the future. These conditions and liabilities may: • • require site remediation or other costs to maintain compliance or correct violations of environmental laws and regulations result in governmental or private claims for damage to persons, property or the environment Either of these possibilities could have a material adverse effect on the Corporation’s financial condition or operating results. Cascades may be subject to strict liability and, under specific circumstances, joint and several (solidary) liability for the investigation and remediation of soil, surface and groundwater contamination, including contamination caused by other parties on properties that it owns or operates and on properties where the Corporation or its predecessors have arranged for the disposal of regulated materials. As a result, the Corporation is involved from time to time in administrative and judicial proceedings and inquiries relating to environmental matters. The Corporation may become involved in additional proceedings in the future, the total amount of future costs and other environmental liabilities of which could be material. To date, the Corporation is in compliance, in all material respects, with all applicable environmental legislation or regulations. However, we to achieve and maintain compliance with applicable expect environmental requirements. incur ongoing capital and operating expenses in order to 48 59 Source of Possibilities EMISSIONS MARKET The Corporation is exposed to the emissions trading market and has to hold carbon credits equivalent to its emissions. Depending on circumstances, the Corporation may have to buy credits on the market or could sell some in the future. In the short or medium term, these transactions would have no significant effect on the financial position of the Corporation and it is not anticipated that this will change in the future. e) Cascades may be subject to losses that might not be covered in whole or in part by its insurance coverage Cascades carries comprehensive liability, fire and extended coverage insurance on most of its facilities, with policy specifications and insured limits customarily carried in its industry for similar properties. In addition, some types of losses, such as losses resulting from wars, acts of terrorism or natural disasters, are generally not insured because they are either uninsurable or not economically practical. Moreover, insurers have recently become more reluctant to insure against these types of events. Should an uninsured loss or a loss in excess of insured limits occur, Cascades could lose capital invested in that property, as well as the anticipated future revenues derived from the manufacturing activities conducted on that property, while remaining obligated for any mortgage indebtedness or other financial obligations related to the property. Any such loss could adversely affect its business, operating results or financial condition. To mitigate the risk subject to insurance coverage, the Corporation reviews its strategy annually with the Board of Directors and is seeking different alternatives to achieve more efficient forms of insurance coverage at the lowest costs possible. f) Labour disputes could have a material adverse effect on the Corporation’s cost structure and ability to run its mills and plants As at December 31, 2019, the Corporation employed approximately 12,300 employees, of whom roughly 10,600 were employees of its Canadian and United States operations. Approximately 29% of the Corporation's Canadian and United States workforce is unionized under 32 separate collective bargaining agreements. In addition, in Europe, some of the Corporation's operations are subject to national industry collective bargaining agreements that are renewed on an annual basis. The Corporation’s inability to negotiate acceptable contracts with these unions upon expiration of an existing contract could result in strikes or work stoppages by the affected workers, and increased operating costs as a result of higher wages or benefits paid to union members. If the unionized workers were to engage in a strike or another form of work stoppage, Cascades could experience a significant disruption in operations or higher labour costs, which could have a material adverse effect on its business, financial condition, operating results and cash flow. Of the 32 collective bargaining agreements in North America, 3 have expired and are currently under negotiation, 4 will expire in 2020 and 5 will expire in 2021. The Corporation generally begins the negotiation process several months before agreements are due to expire and is currently in the process of negotiating with the unions where the agreements have expired or will soon expire. However, Cascades may not be successful in negotiating new agreements on satisfactory terms, if at all. Cascades's success depends in part upon its ability to continue to attract and retain qualified management, regulatory, technical, and sales and marketing executives and personnel in various geographical locations. The failure to attract, integrate, motivate, and retain skilled and qualified personnel could have a material adverse effect on the business. The Corporation competes for such personnel against numerous companies. There can be no assurance that it will be successful in attracting or retaining such personnel and the failure to do so could have a material adverse effect on our financial condition and results of operations. g) Cascades may make investments in entities that it does not control and may not receive dividends or returns from those investments in a timely fashion or at all Cascades has established joint ventures, made investments in associates and acquired significant participation in subsidiaries in order to increase its vertical integration, enhance customer service and increase efficiency in its marketing and distribution in the United States and other markets. The Corporation’s principal joint ventures, associates and significant participations in subsidiaries are: • • • two 50%-owned joint ventures with Sonoco Products Corporation, of which one is in Canada (two plants) and one in the United States (two plants), that produce specialty paper packaging products such as headers, rolls and wrappers a 57.95%-owned subsidiary, Reno de Medici S.p.A. (RDM), a European manufacturer of recycled boxboard; a 59.7%-owned subsidiary, Greenpac Holding LLC, a North American manufacturer of linerboard. For accounting purposes, the percentage of ownership, including indirect ownership, stands at 86.35% (see Note 8 of the Audited Consolidated Financial Statements for more details). Apart from RDM and Greenpac, Cascades does not have effective control over these entities. The Corporation’s inability to control entities in which it invests may affect its ability to receive distributions from these entities or to fully implement its business plan. The incurrence of debt or entrance into other agreements by an entity not under the Corporation’s control may result in restrictions or prohibitions on that entity’s ability to pay distributions to the Corporation. Even where these entities are not restricted by contract or by law from paying dividends or 60 49 2019 Annual Report making distributions to Cascades, the Corporation may not be able to influence the payout or timing of these dividends or distributions. In addition, if any of the other investors in a non-controlled entity fail to observe their commitments, the entity may not be able to operate according to its business plan or Cascades may be required to increase its level of commitment. If any of these events were to transpire, the Corporation’s business, operating results, financial condition and ability to make payments on the notes could be adversely affected. In addition, the Corporation has entered into various shareholder agreements relating to its joint ventures and equity investments. Some of these agreements contain “shotgun” provisions, which provide that if one Shareholder offers to buy all the shares owned by the other parties to the agreement, the other parties must either accept the offer or purchase all the shares owned by the offering Shareholder at the same price and conditions. Some of the agreements also stipulate that, in the event that a Shareholder is subject to bankruptcy proceedings or otherwise defaults on any indebtedness, the non-defaulting parties to that agreement are entitled to invoke the “shotgun” provision or sell their shares to a third party. The Corporation’s ability to purchase the other Shareholders’ interests in these joint ventures if they were to exercise these “shotgun” provisions could be limited by the covenants in the Corporation’s credit facility and the indenture. In addition, Cascades may not have sufficient funds to accept the offer or the ability to raise adequate financing should the need arise, which could result in the Corporation having to sell its interests in these entities or otherwise alter its business plan. h) Acquisitions have been, and are expected to continue to be a substantial part of the Corporation’s growth strategy, which could expose the Corporation to difficulties in integrating the acquired operation, diversion of management time and resources, and unforeseen liabilities, among other business risks Acquisitions have been a significant part of the Corporation’s growth strategy. Cascades expects to continue to selectively seek strategic acquisitions in the future. The Corporation’s ability to consummate and to effectively integrate any future acquisitions on terms that are favourable to it may be limited by the number of attractive acquisition targets, internal demands on its resources and, to the extent necessary, its ability to obtain financing on satisfactory terms, if at all. Acquisitions may expose the Corporation to additional risks, including: • • • • • • difficulty in integrating and managing newly acquired operations and in improving their operating efficiency difficulty in maintaining uniform standards, controls, procedures and policies across all of the Corporation’s businesses entry into markets in which Cascades has little or no direct prior experience the Corporation’s ability to retain key employees of the acquired corporation disruptions to the Corporation’s ongoing business diversion of Management's time and resources In addition, future acquisitions could result in Cascades' incurring additional debt to finance the acquisition or possibly assuming additional debt as part of it, as well as costs, contingent liabilities and amortization expenses. The Corporation may also incur costs and divert Management's attention from potential acquisitions that are never consummated. For acquisitions Cascades does consummate, expected synergies may not materialize. The Corporation’s failure to effectively address any of these issues could adversely affect its operating results, financial condition and ability to service debt, including its outstanding senior notes. Although Cascades generally performs a due diligence investigation of the businesses or assets that it acquires and anticipates continuing to do so for future acquisitions, the acquired business or assets may have liabilities that Cascades fails or is unable to uncover during its due diligence investigation and for which the Corporation, as a successor owner, may be responsible. When feasible, the Corporation seeks to minimize the impact of these types of potential liabilities by obtaining indemnities and warranties from the seller, which may in some instances be supported by deferring payment of a portion of the purchase price. However, these indemnities and warranties, if obtained, may not fully cover the liabilities because of their limited scope, amount or duration, or the financial resources of the indemnitor or warrantor, or for other reasons. i) The Corporation undertakes impairment tests, which could result in a write-down of the value of assets and, as a result, have a material adverse effect IFRS requires that Cascades regularly undertake impairment tests of long-lived assets and goodwill to determine whether a write-down of such assets is required. A write-down of asset value as a result of impairment tests would result in a non-cash charge that reduces the Corporation’s reported earnings. Furthermore, a reduction in the Corporation’s asset value could have a material adverse effect on the Corporation’s compliance with total debt-to-capitalization tests under its current credit facilities and, as a result, limit its ability to access further debt capital. 50 61 Source of Possibilities j) Certain Cascades insiders collectively own a substantial percentage of the Corporation’s shares Messrs. Bernard, Laurent and Alain Lemaire (“the Lemaires”) collectively own a substantive percentage of the shares of the Corporation, and there may be situations in which their interests and the interests of other holders of shares do not align. Because the Corporation’s remaining shares are widely held, the Lemaires may be effectively able to: • • • elect all of the Corporation’s directors and, as a result, control matters requiring Board approval control matters submitted to a Shareholder vote, including mergers, acquisitions and consolidations with third parties, and the sale of all or substantially all of the Corporation’s assets otherwise control or influence the Corporation’s business direction and policies In addition, the Lemaires may have an interest in pursuing acquisitions, divestitures or other transactions that, in their judgment, could enhance the value of their equity investment, even though the transactions might involve increased risk to the holders of the shares. k) If Cascades is not successful in retaining or replacing its key personnel, including its Chief Executive Officer, its Vice-President and Chief Financial Officer, its Chief Legal Officer and Corporate Secretary and its Executive Chairman of the Board and co-founder Alain Lemaire, the Corporation's business, financial condition or operating results could be adversely affected Although Cascades believes that its key personnel will remain active in the business and that Cascades will continue to be able to attract and retain other talented personnel and replace key personnel should the need arise, competition in recruiting replacement personnel could be significant. Cascades does not carry key-man insurance on the members of its senior management. l) Risks relating to the Corporation’s indebtedness and liquidity The significant amount of the Corporation’s debt could adversely affect its financial health and prevent it from fulfilling its obligations under its outstanding indebtedness. The Corporation has a significant amount of debt. As at December 31, 2019, it had $1,963 million in outstanding total net debt on a consolidated basis, including capital-lease obligations. The Corporation also had $613 million available under its revolving credit facility. On the same basis, its consolidated ratio of net debt to total equity as of December 31, 2019 was 54.1%. The Corporation’s actual financing expense, including interest on employees' future benefits and loss on repurchase of long-term debt, was $157 million. Cascades also has significant obligations under operating leases, as described in its audited consolidated financial statements that are incorporated by reference herein. On November 26, 2019 the Corporation issued $175 million aggregate principal amount of 5.125% due in 2025, US$350 million aggregate principal amount of 5.125% due in 2026 and US$300 million aggregate principal amount of 5.375% due in 2028, totaling $1,026 million, net of transaction fees of $13 million. The Corporation used the proceeds from this offering to fund the redemption of its US$400 million of its 5.50% unsecured senior notes due in 2022 for an amount of US$405 million ($533 million) and its $250 million of its 5.50% unsecured senior notes due in 2021 for an amount of $254 million, including premiums of US$5 million ($7 million) and $4 million. The Corporation also wrote off $3 million of unamortized financing costs related to these notes. The Corporation has outstanding senior notes rated by Moody’s Investor Service (“Moody’s”) and Standard & Poor’s (“S&P”). The following table reflects the Corporation’s secured debt rating/corporate rating/unsecured debt rating as at the date on which this MD&A was approved by the Board of Directors, and the evolution of these ratings compared to past years: Credit rating (outlook) 2004 2005 - 2006 2007 2008 2009 - 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 62 MOODY'S Ba1/Ba2/Ba3 (stable) Ba1/Ba2/Ba3 (stable) Baa3/Ba2/Ba3 (stable) Baa3/Ba2/Ba3 (negative) Baa3/Ba2/Ba3 (stable) Baa3/Ba2/Ba3 (stable) Baa3/Ba2/Ba3 (stable) Baa3/Ba2/Ba3 (stable) Baa3/Ba2/Ba3 (stable) Baa3/Ba2/Ba3 (stable) Baa3/Ba2/Ba3 (stable) Baa3/Ba2/Ba3 (stable) Baa3/Ba2/Ba3 (stable) Baa3/Ba2/Ba3 (stable) STANDARD & POOR'S BBB-/BB+/BB+ (negative) BB+/BB/BB- (negative) BBB-/BB/BB- (stable) BB+/BB-/B+ (negative) BB+/BB-/B+ (stable) BB+/BB-/B+ (positive) BB+/BB-/B+ (negative) BB/B+/B (stable) BB/B+/B+ (stable) BB/B+/B+ (stable) BB+/BB-/BB- (stable) BB+/BB-/BB- (stable) BB+/BB-/BB- (positive) BB+/BB-/BB- (stable) 51 2019 Annual Report In 2019, S&P Global Ratings revised the Corporation's outlook to “stable” from “positive” on higher leverage; corporate rating of BB- was affirmed. During 2018, S&P Global Ratings revised the Corporation's outlook to “positive” from “stable” on improving credit measures. This facility is in place with a core group of highly rated international banks. The Corporation may decide to enter into certain derivative instruments to reduce interest rates and foreign exchange exposure. The Corporation’s leverage could have major consequences for holders of its shares. For example, it could: • make it more difficult for the Corporation to satisfy its obligations with respect to its indebtedness • increase the Corporation’s vulnerability to competitive pressures and to general adverse economic or market conditions and require it to dedicate a substantial portion of its cash flow from operations to servicing debt, reducing the availability of its cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes limit its flexibility in planning for, or reacting to, changes in its business and industry limit its ability to obtain additional sources of financing • • Cascades may incur additional debt in the future, which would intensify the risks it now faces as a result of its leverage as described above. Even though we are substantially leveraged, we and our subsidiaries will be able to incur substantial additional indebtedness in the future. Although our credit facility and the indentures governing the notes restrict us and our restricted subsidiaries from incurring additional debt, these restrictions are subject to important exceptions and qualifications. If we or our subsidiaries incur additional debt, the risks that we and they now face as a result of our leverage could intensify. The Corporation’s operations are substantially restricted by the terms of its debt, which could limit its ability to plan for or react to market conditions, or to meet its capital needs. The Corporation’s credit facilities and the indenture governing its senior notes include a number of significant restrictive covenants. These covenants restrict, among other things, the Corporation’s ability to: borrow money pay dividends on stock or redeem stock or subordinated debt • • • make investments • • • • • • • • sell assets, including capital stock in subsidiaries guarantee other indebtedness enter into agreements that restrict dividends or other distributions from restricted subsidiaries enter into transactions with affiliates create or assume liens enter into sale and leaseback transactions engage in mergers or consolidations enter into a sale of all or substantially all of our assets These covenants could limit the Corporation’s ability to plan for or react to market conditions or to meet its capital needs. The Corporation’s current credit facility contains other, more restrictive covenants, including financial covenants that require it to achieve certain financial and operating results, and maintain compliance with specified financial ratios. The Corporation’s ability to comply with these covenants and requirements may be affected by events beyond its control, and it may have to curtail some of its operations and growth plans to maintain compliance. The restrictive covenants contained in the Corporation’s senior note indenture, along with the Corporation’s credit facility, do not apply to its subsidiaries with non-controlling interests. The Corporation’s failure to comply with the covenants contained in its credit facility or its senior note indenture, including as a result of events beyond its control or due to other factors, could result in an event of default that could cause accelerated repayment of the debt. If Cascades is not able to comply with the covenants and other requirements contained in the indenture, its credit facility or its other debt instruments, an event of default under the relevant debt instrument could occur. If an event of default does occur, it could trigger a default under its other debt instruments, Cascades could be prohibited from accessing additional borrowings and the holders of the defaulted debt could declare amounts outstanding with respect to that debt, which would then be immediately due and payable. The Corporation’s assets and cash flow may not be sufficient to fully repay borrowings under its outstanding debt instruments. In addition, the Corporation may not be able to re-finance or re-structure the payments on the applicable debt. Even if the Corporation were able to secure additional financing, it might not be available on favourable terms. A significant or prolonged downtime in general business and difficult economic conditions may affect the Corporation’s ability to comply with its covenants, and could require it to take actions to reduce its debt or to act in a manner contrary to its current business objectives. 52 63 Source of Possibilities m) Cascades is a holding corporation and depends on its subsidiaries to generate sufficient cash flow to meet its debt service obligations Cascades is structured as a holding corporation and its only significant assets are the capital stock or other equity interests in its subsidiaries, joint ventures and minority investments. As a holding corporation, Cascades conducts substantially all of its business through these entities. Consequently, the Corporation’s cash flow and ability to service its debt obligations are dependent on the earnings of its subsidiaries, joint ventures and minority investments, and the distribution of those earnings to Cascades, or on loans, advances or other payments made by these entities to Cascades. The ability of these entities to pay dividends or make other payments or advances to Cascades will depend on their operating results and will be subject to applicable laws and contractual restrictions contained in the instruments governing their debt. In the case of the Corporation’s joint ventures, associates and minority investments, Cascades may not exercise sufficient control to cause distributions to itself. Although its credit facility and the indenture, respectively, limit the ability of its restricted subsidiaries to enter into consensual restrictions on their ability to pay dividends and make other payments to the Corporation, these limitations do not apply to its joint ventures, associates or minority investments. The limitations are also subject to important exceptions and qualifications. The ability of the Corporation’s subsidiaries to generate cash flow from operations that is sufficient to allow the Corporation to make scheduled payments on its debt obligations will depend on their future financial performance, which will be affected by a range of economic, competitive and business factors, many of which are outside of the Corporation’s control. If the Corporation’s subsidiaries do not generate sufficient cash flow from operations to satisfy the Corporation’s debt obligations, Cascades may have to undertake alternative financing plans, such as re- financing or re-structuring its debt, selling assets, reducing or delaying capital investments, or seeking to raise additional capital. Re-financing may not be possible, and assets may not be able to be sold, or, if they are sold, Cascades may not realize sufficient amounts from those sales. Additional financing may not be available on acceptable terms, if at all, or the Corporation may be prohibited from incurring it, if available, under the terms of its various debt instruments in effect at the time. The Corporation’s inability to generate sufficient cash flow to satisfy its debt obligations, or to re-finance its obligations on commercially reasonable terms, would have an adverse effect on its business, financial condition and operating results. The earnings of the Corporation’s operating subsidiaries and the amount that they are able to distribute to the Corporation as dividends or otherwise may not be adequate for the Corporation to service its debt obligations. n) Risks related to the shares The market price of the shares may fluctuate and purchasers may not be able to re-sell the shares at or above the purchase price. The market price of the shares may fluctuate due to a variety of factors relative to the Corporation’s business, including announcements of new developments, fluctuations in the Corporation’s operating results, sales of the shares in the marketplace, failure to meet analysts’ expectations, general conditions in all of our segments or the worldwide economy. In recent years, the shares, the stock of other companies operating in the same sectors and the stock market in general have experienced significant price fluctuations, which have been unrelated to the operating performance of the affected companies. There can be no assurance that the market price of the shares will not continue to experience significant fluctuations in the future, including fluctuations that are unrelated to the Corporation’s performance. o) Cash-flow and fair-value interest rate risks As the Corporation has no significant interest-bearing assets, its earnings and operating cash flows are substantially independent of changes in market interest rates. The Corporation’s interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the Corporation to a cash- flow interest rate risk. Borrowings issued at a fixed rate expose the Corporation to a fair-value interest rate risk. p) Credit risk Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial institutions. The Corporation reduces this risk by dealing with credit-worthy financial institutions. The Corporation is exposed to credit risk on accounts receivable from its customers. In order to reduce this risk, the Corporation’s credit policies include the analysis of a customer’s financial position and a regular review of its credit limits. The Corporation also believes that no particular concentration of credit risks exists due to the geographic diversity of its customers and the procedures in place for managing commercial risks. Derivative financial instruments include an element of credit risk, should the counterparty be unable to meet its obligations. q) Cyber security The Corporation relies on information technology, other computer resources and our employees to process, transmit and store electronic data in our daily business activities and to carry out important operational and marketing activities. Despite the implementation of security measures, our technology systems, and those of third parties on which the Corporation relies are vulnerable to damage, disability or failure due to 64 53 2019 Annual Report computer viruses, malware or other harmful circumstances, intentional penetration or disruption of our information technology resources by a third party, a natural disaster, hardware or software corruption or failure or error (including a failure of security controls incorporated into or applied to such hardware or software), telecommunications system failure, service provider error or failure, intentional or unintentional personnel actions (including the failure to follow our security protocols), or lost connectivity to our networked resources. A significant and extended disruption in the functioning of these resources would result in an interruption of our operations and could damage our reputation and cause us to lose customers, sales and revenue. In addition, security breaches involving the systems in place or third party providers may occur, such as unauthorized access, denial of service, computer viruses and other disruptive problems caused by hackers. This could result in the unintended public disclosure or the misappropriation of proprietary, personal and confidential information, or in the inability to access company data (including due to ransomware), and require us to incur significant expense to address and resolve these kinds of issues. The release of confidential information may also lead to identity theft and related fraud, litigation or other proceedings against us by affected individuals and/or business partners and/or by regulators, and the outcome of such proceedings, which could include penalties or fines, could have a material adverse effect on Corporation's business activities, intellectual property, operating results and financial condition. The occurrence of any of these incidents could result in adverse publicity, loss of consumer confidence or employees, and reduced sales and profits. In addition, the costs of maintaining adequate protection against such threats, including potentially higher insurance costs, as they develop rapidly in the future (or as legal requirements related to data security increase) could be material. Cyber security represents a company-wide challenge and the related risks are part of the enterprise risk management program that is presented to our audit and finance committee. As a result of the foregoing, the Corporation may have to modify the business systems and practices with the goal of further improving data security, which would result in increased expenditures and operating complexity. Although to date we have not experienced of any material losses relating to cyber-attacks or other information security breaches, there can be no assurance that such losses will not be incurred in the future. The risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As cyber threats continue to evolve, the Corporation may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities. r) Climate change The Corporation operates plants and delivers products to clients in locations that may be subject to climate stress events such as sea-level rise and increased storm frequency or intensity. Caused by climate change or not, the occurrence of one or more natural disasters, such as hurricanes, fires or floods, could cause considerable damage to our buildings, disrupt operations, increase operating costs such as freight and energy and have a negative impact on sales. Climate changes could require higher remediation and insurance costs for the Corporation. Concern over climate change may result in new or increased regional, federal and/or global legal and regulatory requirements to reduce or mitigate the effects of greenhouse gases, or to limit or impose additional costs on commercial water use due to local water scarcity concerns. In the event that such regulation is more stringent than current regulatory obligations or the measures that we are currently undertaking to monitor and improve our energy efficiency and water conservation, we may experience disruptions in or significant increases in our costs of operation and delivery and we may be required to make additional investments in facilities and equipment or relocate our facilities. In particular, increasing regulation of fuel emissions could substantially increase the cost of energy, including fuel, required to operate our facilities or transport and distribute our products, thereby substantially increasing the distribution and supply chain costs associated with our products. As a result, the effects of climate change could negatively affect our business and operations. There is also increased focus, including by governmental and non-governmental organizations, investors, customers and consumers on environmental sustainability matters, including deforestation, land use, climate impact, water use and recyclability or recoverability of packaging, including plastic. Our reputation could be damaged if we or others in our industry do not act, or are perceived not to act, responsibly with respect to our impact on the environment. 54 65 Source of Possibilities MANAGEMENT'S REPORT TO THE SHAREHOLDERS OF CASCADES INC. February 26, 2020 The accompanying consolidated financial statements are the responsibility of the Management of Cascades Inc. and have been reviewed by the Audit and Finance Committee and approved by the Board of Directors. The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board and include certain estimates that reflect Management’s best judgment. The Management of the Corporation is also responsible for all other information included in this Annual Report and for ensuring that this information is consistent with the Corporation’s consolidated financial statements and business activities. The Management of the Corporation is responsible for the design, establishment and maintenance of appropriate internal controls and procedures for financial reporting, to ensure that financial statements for external purposes are fairly presented in conformity with IFRS. Such internal control systems are designed to provide reasonable assurance on the reliability of the financial information and the safeguarding of assets. Independent auditor and internal auditors have free and independent access to the Audit and Finance Committee, which comprises outside independent directors. The Audit and Finance Committee, which meets regularly throughout the year with members of Management and the external and internal auditors, reviews the consolidated financial statements and recommends their approval to the Board of Directors. The consolidated financial statements have been audited by PricewaterhouseCoopers LLP, whose report is provided below. /s/ Mario Plourde MARIO PLOURDE /s/ Allan Hogg ALLAN HOGG PRESIDENT AND CHIEF EXECUTIVE OFFICER KINGSEY FALLS, CANADA VICE-PRESIDENT AND CHIEF FINANCIAL OFFICER KINGSEY FALLS, CANADA 66 55 2019 Annual Report INDEPENDENT AUDITOR'S REPORT TO THE SHAREHOLDERS OF CASCADES INC. Our opinion In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of Cascades Inc. and its subsidiaries, (together, the Corporation) as at December 31, 2019 and 2018, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS). What we have audited The Corporation's consolidated financial statements comprise: • • • • • • the consolidated balance sheets as at December 31, 2019 and 2018; the consolidated statements of earnings for the years then ended; the consolidated statements of comprehensive income for the years then ended; the consolidated statements of equity for the years then ended; the consolidated statements of cash flows for the years then ended; and the notes to the consolidated financial statements, which include a summary of significant accounting policies. Basis for opinion We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the consolidated financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We are independent of the Corporation in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada. We have fulfilled our other ethical responsibilities in accordance with these requirements. Other information Management is responsible for the other information. The other information comprises the Management's Discussion and Analysis, which we obtained prior to the date of this auditor's report and the information, other than the consolidated financial statements and our auditor's report thereon, included in the annual report, which is expected to be made available to us after that date. Our opinion on the consolidated financial statements does not cover the other information and we do not and will not express an opinion or any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. When we read the information, other than the consolidated financial statements and our auditor's report thereon, included in the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance. Responsibilities of management and those charged with governance for the consolidated financial statements Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as Management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, Management is responsible for assessing the Corporation's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Corporation or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Corporation’s financial reporting process. 56 67 Source of Possibilities Auditor’s responsibilities for the audit of the consolidated financial statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • • • • • • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation’s internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management. Conclude on the appropriateness of Management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Corporation’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Corporation to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Corporation to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. The engagement partner on the audit resulting in this independent auditor’s report is Jean-François Lecours. /s/ PricewaterhouseCoopers LLP1 Montréal, Québec February 28, 2020 1 CPA auditor, CA, public accountancy permit No. A126402 68 57 2019 Annual Report CONSOLIDATED BALANCE SHEETS (in millions of Canadian dollars) Assets Current assets Cash and cash equivalents Accounts receivable Current income tax assets Inventories Current portion of financial assets Long-term assets Investments in associates and joint ventures Property, plant and equipment Intangible assets with finite useful life Financial assets Other assets Deferred income tax assets Goodwill and other intangible assets with indefinite useful life Liabilities and Equity Current liabilities Bank loans and advances Trade and other payables Current income tax liabilities Current portion of long-term debt Current portion of provisions for contingencies and charges Current portion of financial liabilities and other liabilities Long-term liabilities Long-term debt Provisions for contingencies and charges Financial liabilities Other liabilities Deferred income tax liabilities Equity Capital stock Contributed surplus Retained earnings Accumulated other comprehensive income (loss) Equity attributable to Shareholders Non-controlling interests Total equity NOTE December 31, 2019 December 31, 2018 Adjusted, Note 5 6 and 13 7 and 13 16 8 3, 9, 13 and 14 10 16 11 19 10 28 12 3, 13, 16 and 28 15 16 and 17 3, 13, 16 and 28 15 16 17 19 20 21 3 and 8 22 8 155 605 32 598 10 1,400 80 2,767 182 16 55 153 527 5,180 11 788 17 85 5 137 1,043 2,022 49 5 198 197 3,514 491 15 1,000 (17) 1,489 177 1,666 5,180 123 635 29 606 10 1,403 81 2,505 208 20 42 134 555 4,948 16 781 23 55 6 101 982 1,821 42 14 202 201 3,262 490 16 998 2 1,506 180 1,686 4,948 The accompanying notes are an integral part of these audited consolidated financial statements. Approved by the Board of Directors /s/ Alain Lemaire Alain Lemaire - DIRECTOR /s/ Georges Kobrynsky Georges Kobrynsky - DIRECTOR 58 69 Source of Possibilities CONSOLIDATED STATEMENTS OF EARNINGS For the years ended December 31 (in millions of Canadian dollars, except per common share amounts and number of common shares) Sales Cost of sales and expenses Cost of sales (including depreciation and amortization of $289 million (2018 — $244 million)) Selling and administrative expenses Gain on acquisitions, disposals and others Impairment charges and restructuring costs Foreign exchange gain Loss (gain) on derivative financial instruments Operating income Financing expense Interest expense on employee future benefits and other liabilities Loss on repurchase of long-term debt Foreign exchange loss (gain) on long-term debt and financial instruments Fair value revaluation gain on investments Share of results of associates and joint ventures Earnings before income taxes Provision for income taxes Net earnings including non-controlling interests for the year Net earnings attributable to non-controlling interests Net earnings attributable to Shareholders for the year Net earnings per common share Basic Diluted Weighted average basic number of common shares outstanding Weighted average number of diluted common shares The accompanying notes are an integral part of these audited consolidated financial statements. NOTE 23 14 and 24 24 5 and 26 27 16 14 and 28 28 13 5 8 19 8 2019 4,996 4,232 453 (21) 78 (2) (2) 4,738 258 101 42 14 (6) — (9) 116 19 97 28 69 $ $ 0.74 0.73 $ $ 93,987,980 95,515,822 2018 Adjusted, Note 5 4,649 3,997 410 (69) 77 (2) 8 4,421 228 84 15 — 4 (5) (11) 141 48 93 36 57 0.60 0.56 94,570,924 96,933,681 70 59 2019 Annual Report CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the years ended December 31 (in millions of Canadian dollars) NOTE Net earnings including non-controlling interests for the year Other comprehensive income (loss) Items that may be reclassified subsequently to earnings Translation adjustments Change in foreign currency translation of foreign subsidiaries Change in foreign currency translation related to net investment hedging activities Cash flow hedges Change in fair value of foreign exchange forward contracts Change in fair value of interest rate swaps Change in fair value of commodity derivative financial instruments Recovery of income taxes Items that are not released to earnings Actuarial loss on employee future benefits Recovery of income taxes Other comprehensive income (loss) Comprehensive income including non-controlling interests for the year Comprehensive income attributable to non-controlling interests for the year Comprehensive income attributable to Shareholders for the year The accompanying notes are an integral part of these audited consolidated financial statements. 22 22 18 19 2019 97 2018 Adjusted, Note 5 93 (75) 45 1 (1) (2) 1 (31) (3) 1 (2) (33) 64 14 50 96 (58) (2) 1 6 2 45 (16) 4 (12) 33 126 46 80 60 71 Source of Possibilities CONSOLIDATED STATEMENTS OF EQUITY For the year ended December 31, 2019 (in millions of Canadian dollars) NOTE CAPITAL STOCK CONTRIBUTED SURPLUS RETAINED EARNINGS ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) TOTAL EQUITY ATTRIBUTABLE TO SHAREHOLDERS NON- CONTROLLING INTERESTS Balance - End of previous year, as reported Business combinations Adjusted balance - End of previous year New IFRS adoption Adjusted balance - Beginning of year Comprehensive income (loss) Net earnings Other comprehensive loss 5 3 Dividends Issuance of common shares upon exercise of stock options Redemption of common shares Disposal of a subsidiary Acquisition of non-controlling interests Balance - End of year 5 8 and 17 490 — 490 — 490 — — — — 6 (5) — — 491 16 — 16 — 16 — — — — (1) — — — 15 1,000 (2) 998 (9) 989 69 — 69 (23) — (4) — (31) 1,000 2 — 2 — 2 — (19) (19) — — — — — (17) 1,508 (2) 1,506 (9) 1,497 69 (19) 50 (23) 5 (9) — (31) 1,489 180 — 180 — 180 28 (14) 14 (17) — — (1) 1 177 TOTAL EQUITY 1,688 (2) 1,686 (9) 1,677 97 (33) 64 (40) 5 (9) (1) (30) 1,666 For the year ended December 31, 2018 Adjusted, Note 5 (in millions of Canadian dollars) NOTE CAPITAL STOCK CONTRIBUTED SURPLUS RETAINED EARNINGS ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) TOTAL EQUITY ATTRIBUTABLE TO SHAREHOLDERS NON- CONTROLLING INTERESTS 3 5 Balance - End of previous year, as reported New IFRS adoption Adjusted Balance - Beginning of year Comprehensive income (loss) Net earnings Other comprehensive income (loss) Business combinations Dividends Stock options expense Issuance of common shares upon exercise of stock options Redemption of common shares Capital contribution from a non- controlling interest Acquisition of non-controlling interests Balance - End of year 492 — 492 — — — — — — 6 (8) — — 490 16 — 16 — — — — — 1 (1) — — — 16 982 (2) 980 57 (12) 45 — (15) — — (12) — — 998 (35) 2 (33) — 35 35 — — — — — — — 2 1,455 — 1,455 57 23 80 — (15) 1 5 (20) — — 1,506 146 — 146 36 10 46 4 (16) — — — 1 (1) 180 The accompanying notes are an integral part of these audited consolidated financial statements. TOTAL EQUITY 1,601 — 1,601 93 33 126 4 (31) 1 5 (20) 1 (1) 1,686 72 61 2019 Annual Report CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31 (in millions of Canadian dollars) NOTE 2019 2018 Adjusted, Note 5 Operating activities Net earnings attributable to Shareholders for the year Adjustments for: Financing expense and interest expense on employee future benefits and other liabilities Loss on repurchase of long-term debt Depreciation and amortization Gain on acquisitions, disposals and others Impairment charges and restructuring costs Unrealized loss (gain) on derivative financial instruments Foreign exchange loss (gain) on long-term debt and financial instruments Provision for income taxes Fair value revaluation gain on investments Share of results of associates and joint ventures Net earnings attributable to non-controlling interests Net financing expense paid Premium paid on long-term debt repurchase Net income taxes paid Dividends received Employee future benefits and others Changes in non-cash working capital components Investing activities Investments in associates and joint ventures Payments for property, plant and equipment Proceeds from disposals of property, plant and equipment Change in intangible and other assets Cash paid for business combinations, net of cash acquired Proceeds on disposals of a subsidiary, net of cash disposed Financing activities Bank loans and advances Change in credit facilities Increase in term loan Issuance of unsecured senior notes, net of related expenses Repurchase of unsecured senior notes Increase in other long-term debt Payments of other long-term debt Settlement of derivative financial instruments Issuance of common shares upon exercise of stock options Redemption of common shares Dividends paid to non-controlling interests and acquisition of non-controlling interests Capital contribution from non-controlling interests Dividends paid to the Corporation’s Shareholders Change in cash and cash equivalents during the year Currency translation on cash and cash equivalents Cash and cash equivalents - Beginning of the year Cash and cash equivalents - End of the year The accompanying notes are an integral part of these audited consolidated financial statements. 14 and 28 13 5 and 26 27 19 5 8 13 8 28 8 5 26 5 5 28 13 and 28 13 and 28 13 and 28 13 and 28 13 and 28 13 and 28 20 20 5 and 8 69 143 14 289 (24) 68 (2) (6) 19 — (9) 28 (133) (11) (27) 9 (26) 401 59 460 1 (258) 27 (8) (311) 9 (540) (5) 39 — 1,026 (776) 6 (125) — 5 (9) (17) — (23) 121 41 (9) 123 155 57 99 — 244 (69) 77 9 4 48 (5) (11) 36 (107) — (11) 6 (16) 361 12 373 (2) (338) 85 (15) (100) — (370) (22) (126) 235 — — 66 (81) (1) 5 (20) (17) 1 (15) 25 28 6 89 123 62 73 Source of Possibilities SEGMENTED INFORMATION The Corporation analyzes the performance of its operating segments based on their operating income before depreciation and amortization, which is not a measure of performance under International Financial Reporting Standards (IFRS); however, the chief operating decision-maker (CODM) uses this performance measure to assess the operating performance of each reportable segment. Earnings for each segment are prepared on the same basis as those of the Corporation. Intersegment operations are recorded on the same basis as sales to third parties, which are at fair market value. The accounting policies of the reportable segments are the same as the Corporation's accounting policies described in Note 2. The Corporation's operating segments are reported in a manner consistent with the internal reporting provided to the CODM. The Chief Executive Officer has authority for resource allocation and management of the Corporation's performance, and is therefore the CODM. In 2019, the Corporation modified its internal reporting in accordance with CODM requirements and business analysis. As a result, the Corporation modified its segmented information disclosure and restated prior periods. The Corporation's recovery and recycling activities, previously included in the Specialty Products segment, are now included in the Corporate Activities since they support our North American packaging and tissue papers segments and are analyzed separately. The Corporation's operations are managed in four segments: Containerboard, Boxboard Europe and Specialty Products (which constitutes the Corporation’s Packaging Products) and Tissue Papers. For the years ended December 31 (in millions of Canadian dollars) Packaging Products Containerboard Boxboard Europe Specialty Products Intersegment sales Tissue Papers Intersegment sales and Corporate Activities For the years ended December 31 (in millions of Canadian dollars) Packaging Products Containerboard Boxboard Europe Specialty Products Tissue Papers Corporate Activities Operating income before depreciation and amortization Depreciation and amortization Financing expense and interest expense on employee future benefits and other liabilities Loss on repurchase of long-term debt Foreign exchange gain (loss) on long-term debt and financial instruments Fair value revaluation gain on investments Share of results of associates and joint ventures Earnings before income taxes 74 63 2019 1,827 1,048 492 (14) 3,353 1,509 134 4,996 SALES 2018 1,840 933 358 (14) 3,117 1,352 180 4,649 OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION 2019 443 92 52 587 64 (104) 547 (289) (143) (14) 6 — 9 116 2018 Adjusted, Note 5 470 99 35 604 (58) (74) 472 (244) (99) — (4) 5 11 141 2019 Annual Report For the years ended December 31 (in millions of Canadian dollars) PAYMENTS FOR PROPERTY, PLANT AND EQUIPMENT 2019 2018 Packaging Products Containerboard Boxboard Europe Specialty Products Tissue Papers Corporate Activities Total acquisitions Proceeds from disposals of property, plant and equipment Right-of-use assets and included in other debts and liabilities Acquisitions for property, plant and equipment included in “Trade and other payables” Beginning of year End of year Payments for property, plant and equipment net of proceeds from disposals (in millions of Canadian dollars) Packaging Products Containerboard Boxboard Europe Specialty Products Tissue Papers Corporate Activities Intersegment eliminations Investments in associates and joint ventures Other investments Information by geographic segment is as follows: (in millions of Canadian dollars) Canada United States Italy Other countries (in millions of Canadian dollars) Canada United States Italy Other countries 83 56 20 159 110 48 317 (27) (50) 240 37 (46) 231 243 35 20 298 88 31 417 (85) (70) 262 28 (37) 253 December 31, 2019 TOTAL ASSETS December 31, 2018 Adjusted, Note 5 2,148 748 270 3,166 1,321 656 (47) 5,096 80 4 5,180 2,253 789 295 3,337 982 596 (52) 4,863 81 4 4,948 PROPERTY, PLANT AND EQUIPMENT December 31, 2019 December 31, 2018 Adjusted, Note 5 931 1,482 192 162 2,767 835 1,278 197 195 2,505 GOODWILL, CUSTOMER RELATIONSHIPS AND CLIENT LISTS, AND OTHER FINITE AND INDEFINITE USEFUL LIFE INTANGIBLE ASSETS December 31, 2018 December 31, 2019 Adjusted, Note 5 394 285 27 3 709 430 302 27 4 763 75 64 Source of Possibilities NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts are in millions of Canadian dollars, except per common share and option amounts and number of common shares and options.) NOTE 1 GENERAL INFORMATION Cascades Inc. and its subsidiaries (together “Cascades” or the “Corporation”) produce, convert and market packaging and tissue products composed mainly of recycled fibres. Cascades Inc. is incorporated and domiciled in Québec, Canada. The address of its registered office is 404, Marie-Victorin Boulevard, Kingsey Falls. Its shares are listed on the Toronto Stock Exchange. The Board of Directors approved the consolidated financial statements on February 26, 2020. NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The Corporation prepares its financial statements in accordance with Canadian generally accepted accounting principles (GAAP) as set forth in Part I of the Chartered Professional Accountants of Canada (CPA Canada) Handbook – Accounting, which incorporates IFRS as issued by the International Accounting Standards Board. The key accounting policies applied in the preparation of these consolidated financial statements are described below. These policies have been consistently applied to all years presented except as described in Note 3. BASIS OF MEASUREMENT The consolidated financial statements have been prepared under the historical cost convention, except for the revaluation of certain financial assets and liabilities, including derivative instruments, which are measured at fair value. BASIS OF CONSOLIDATION These consolidated financial statements include the accounts of the Corporation, which include: A. SUBSIDIARIES Subsidiaries are all entities over which the Corporation has control, where control is defined as the power to direct decisions about relevant activities. The Corporation does not have any interest in a structured entity. The existence and effect of potential voting rights that are exercisable or convertible are considered when assessing whether the Corporation controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Corporation. They are deconsolidated from the date on which control ceases. Accounting policies of subsidiaries have been changed, where necessary, to ensure consistency with the policies adopted by the Corporation. The purchase method of accounting is used to account for the acquisition of subsidiaries by the Corporation. Results of operations are consolidated commencing on the date of acquisition. The purchase consideration is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. The transaction costs directly attributable to the acquisition are expensed. Identifiable assets acquired, as well as liabilities and contingent liabilities assumed in a business combination, are measured initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling interests. The excess of the purchase consideration over the fair value of the Corporation's share of the identifiable net assets acquired is recorded as goodwill. If the purchase consideration is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated statement of earnings. Intercompany transactions, balances and unrealized gains on transactions between subsidiaries are eliminated. The following are the principal subsidiaries of the Corporation: Cascades Canada ULC Cascades USA Inc. Greenpac Holding LLC 1 Reno de Medici S.p.A. (RDM) 1 For accounting purposes, percentage stands at 86.35%, including indirect ownership. See Note 8 for more details. PERCENTAGE OWNED (%) JURISDICTION 100 100 59.7 57.95 Canada Delaware Delaware Italy 76 65 2019 Annual Report B. TRANSACTIONS AND CHANGE IN OWNERSHIP Acquisitions or disposals of equity interests in subsidiaries that do not result in the Corporation obtaining or losing control are treated as equity transactions. When the Corporation obtains or loses control, the revaluation of the previously held interest or the non-controlling interests that results in gains or losses for the Corporation is recognized in the consolidated statement of earnings. C. ASSOCIATES Associates are all entities over which the Corporation has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method and are initially recognized at cost. Unrealized gains on transactions between the Corporation and its associates are eliminated to the extent of the Corporation's interest in the associates. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Corporation. Dilution gains and losses arising from changes in the level of investments in associates are recognized in the consolidated statement of earnings. The Corporation assesses, at each year-end, whether there is any objective evidence that its interest in associates is impaired. If impaired, the carrying value of the Corporation's investment is written down to its estimated recoverable amount (being the higher of fair value less cost of disposal or value in use) and charged to the consolidated statement of earnings. D. JOINT VENTURES A joint venture is an entity in which the Corporation holds a long-term interest and for which it shares joint control over decisions regarding relevant activities. The Corporation reports its interests in joint ventures using the equity method. Accounting policies of joint ventures have been adjusted where necessary to ensure consistency with the policies adopted by the Corporation. REVENUE FROM CONTRACT WITH CUSTOMERS The revenues of the Corporation come mainly from sales of packaging and tissue products that are recognized at a point in time. Sales of goods in the consolidated statement of earnings are recognized by the Corporation when control of the goods has been transferred, being when the goods are delivered to customers and when all performance obligations have been fulfilled. The amounts recognized as sales of goods represent the fair values of the considerations received or receivable from third parties on the sales of goods to customers, net of returns, volume rebates and discounts, at which time there are no conditions for the payment to become due other than the passage of time. Accumulated experience is used to estimate and provide for discounts and returns (expected value method), whereas volume discounts are assessed based on anticipated annual sales (most likely amount method). The transaction price is not adjusted for the time value of money since all sales are due within twelve months. FINANCIAL INSTRUMENTS AND HEDGING RELATIONSHIPS Financial assets and financial liabilities are recognized when the Corporation becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are offset and the net amount is reported in the consolidated balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or to realize the asset and settle the liability simultaneously. CLASSIFICATION On initial recognition, the Corporation determines the financial instruments classification as per the following categories: • • instruments measured at amortized cost; instruments measured at fair value through other comprehensive income (FVOCI) or through net income (FVTPL). The financial instruments' classification under IFRS 9 is based on the business model in which a financial asset is managed and on its contractual cash flow characteristics. Derivatives embedded in contracts where the host is a financial instrument in the scope of the standard are never separated. Instead, the hybrid financial instrument as a whole is assessed for classification. A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated at FVTPL: • • it is held within a business model whose objective is to hold assets to collect contractual cash flows; and its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. 66 77 Source of Possibilities Equity investments not subject to significant influence and held for trading are classified as FVTPL. The Corporation, on initial recognition, may irrevocably elect to present subsequent changes in the investment's fair value in other comprehensive income (OCI). This election is made on an investment-by-investment basis. Financial liabilities are measured at amortized cost unless they must be measured at FVTPL (such as derivatives) or if the Corporation elects to measure them at FVTPL. EVALUATION Financial instruments at amortized cost Financial instruments at amortized cost are initially measured at fair value, and subsequently at amortized cost, using the effective interest method, less any impairment loss. Interest income, foreign exchange gains and losses and impairment are recognized in the consolidated statement of earnings. Financial instruments at fair value Financial instruments are initially and subsequently measured at fair value and transaction costs are accounted for in the consolidated statement of earnings. When the Corporation elects to measure a financial liability at FVTPL, gains or losses related to the Corporation's own credit risk are accounted for in the consolidated statement of earnings. IMPAIRMENT Since January 1, 2018, the Corporation prospectively estimates the expected credit losses associated with the debt instruments accounted for at amortized cost or FVOCI. The impairment methodology used depends on whether there is a significant increase in the credit risk or not. For trade receivables, the Corporation measures loss allowances at an amount equal to lifetime expected credit loss (ECL) as allowed by IFRS 9 under the simplified method. DERECOGNITION Financial assets The Corporation derecognizes a financial asset when, and only when, the contractual rights to the cash flows from the financial asset have expired or when contractual rights to the cash flows have been transferred. Financial liabilities The Corporation derecognizes a financial liability when, and only when, it is extinguished, meaning when the obligation specified in the contract is discharged, canceled or expired. The difference between the carrying amount of the extinguished financial liability and the consideration paid or payable, including non-cash assets transferred or liabilities assumed, is recognized in the consolidated statement of earnings. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES Derivative financial instruments are initially recognized at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. The method of recognizing the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and, if so, the nature of the item being hedged. The Corporation designates certain derivative financial instruments as either: i) hedges of the fair value of recognized assets or liabilities or a firm commitment (fair value hedge); ii) hedges of a particular risk associated with a recognized asset or liability or a highly probable forecast transaction (cash flow hedge); or iii) hedges of a net investment in a foreign operation (net investment hedge). The Corporation formally documents, at the inception of the transaction, the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. The Corporation also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. The full fair value of a hedging derivative is classified as a long-term asset or liability when the remaining maturity of the hedged item is more than twelve months and as a current asset or liability when the remaining maturity of the hedged item is less than twelve months. Trading derivatives are classified as current assets or liabilities. A. FAIR VALUE HEDGE The periodic change in fair value of the hedging derivative is recorded in net earnings. The periodic change in the cumulative gain or loss on the hedged item is recorded as an adjustment to its carrying amount on the balance sheet and is also recorded in net earnings. Hedging ineffectiveness is automatically recorded to net earnings as the difference between the above amounts recorded in net earnings. Realized gains and losses on the hedging item, resulting from the difference between the payments on the receive leg and the pay leg of the hedging derivative, are recorded on an accrual basis in net earnings. 78 67 2019 Annual Report If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged item for which the effective interest method is used is amortized to profit or loss over the period to maturity using a recalculated effective interest rate. B. CASH FLOW HEDGE The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in the consolidated statement of other comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately in the consolidated statement of earnings. Amounts accumulated in equity are reclassified to earnings against the gain (loss) on the hedged item when the latter is realized (for example, when the forecasted sale that is hedged takes place). When a hedging instrument expires or is sold or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognized when the forecast transaction is ultimately recognized in the consolidated statement of earnings. When a forecasted transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the consolidated statement of earnings. C. NET INVESTMENT HEDGE Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognized in the consolidated statement of other comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately in the consolidated statement of earnings. Gains and losses accumulated in equity are included in the consolidated statement of earnings when the foreign operation is partially disposed of or sold. The Corporation also uses cross-currency interest rate swaps to manage the currency fluctuations risk associated with forecasted cash flows in foreign currency. These cross-currency interest rate swaps are designated as a foreign exchange hedge of its net investment in foreign operations. The portion of the gains and losses arising from the translation of those derivatives that are determined to be an effective hedge is recognized in other comprehensive income, counterbalancing gains and losses arising from the translation of the Corporation's net investment in its foreign operations. CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of cash on hand, bank balances and short-term liquid investments with original maturities of three months or less. ACCOUNTS RECEIVABLE Accounts receivable are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method, less a loss allowance that is based on expected collectability. INVENTORIES Inventories of finished goods are valued at the lower of cost, which is established using the average production cost, and net realizable value. Inventories of raw materials as well as supplies and spare parts are valued at the lower of cost and replacement value, which is the best available measure of their net realizable value. Cost for both raw materials and supplies and spare parts is determined using the average cost. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale. PROPERTY, PLANT AND EQUIPMENT AND DEPRECIATION Property, plant and equipment are recorded at cost less accumulated depreciation and net impairment losses, including capitalized interest incurred during the construction period of qualifying property, plant and equipment. Repairs and maintenance costs are charged to the consolidated statement of earnings during the period in which they are incurred. Residual values, method of depreciation and useful lives of the assets are reviewed annually and adjusted if appropriate. Depreciation is calculated on a straight-line basis as follows: Between 10 and 33 years Buildings Between 3 and 30 years Machinery and equipment Automotive equipment Between 5 and 10 years Other property, plant and equipment Between 3 and 10 years Right-of-use assets Lease term 68 79 Source of Possibilities GRANTS AND INVESTMENT TAX CREDITS Grants and investment tax credits for property, plant and equipment are accounted for using the cost reduction method and are amortized to earnings as a reduction of depreciation using the same basis as that used to depreciate the related property, plant and equipment. BORROWING COSTS Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use, are added to the cost of those assets until all the activities necessary to prepare the asset for its intended use are complete. All other borrowing costs are recognized in the consolidated statement of earnings in the period in which they are incurred. INTANGIBLE ASSETS Intangible assets consist primarily of customer relationships and client lists as well as application software. They are recorded at cost less accumulated amortization and impairment losses and amortized on a straight-line basis over the estimated useful lives as follows: Application software Enterprise Resource Planning (ERP) Customer relationships and client lists Other intangible assets with finite useful life Between 3 and 10 years 7 years Between 2 and 20 years Between 2 and 20 years Expenditure on research activities is recognized as an expense in the period in which it is incurred. IMPAIRMENT A. PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS WITH FINITE USEFUL LIFE At the end of each reporting period, the Corporation assesses whether there is an indicator that the carrying amount of an asset or a group of assets may be higher than its recoverable amount which is described in section C hereunder. For that purpose, assets are grouped at the lowest levels for which there are separately identifiable cash inflows (cash generating units (CGUs)). If there is any indication that an individual asset may be impaired, the recoverable amount shall be estimated for the individual asset. When the recoverable amount is lower than the carrying amount, the carrying amount is reduced to the recoverable amount. Impairment losses are recorded immediately in the consolidated statement of earnings in the line item “Impairment charges and restructuring costs”. Impairment losses are evaluated for potential reversals when events or changes in circumstances warrant such consideration. The revalued carrying value is the lower of the estimated recoverable amount and the carrying amount that would have been determined had no impairment loss been recognized and depreciation had been taken previously on the asset or CGU. A reversal of impairment loss is recorded directly in the consolidated statement of earnings in the line item “Impairment charges and restructuring costs”. B. GOODWILL AND OTHER INTANGIBLE ASSETS WITH INDEFINITE USEFUL LIFE Goodwill and other intangible assets with an indefinite useful life are recognized at cost less any accumulated impairment losses. They have an indefinite useful life due to their permanent nature since they are acquired rights or not subject to wear and tear. They are reviewed for impairment annually on December 31 or when an event or a circumstance occurs and indicates that the value could be permanently impaired. Goodwill is allocated to CGUs for the purpose of impairment testing based on the level at which Management monitors it, which is not higher than an operating segment. The allocation is made to CGUs that are expected to benefit from the business combination in which the goodwill and other intangible assets with an indefinite useful life arose. Impairment loss on goodwill is not reversed. C. RECOVERABLE AMOUNTS A recoverable amount is the higher of fair value less cost of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessment of the time value of money and the risks specific to the asset or CGU. When determining fair value less cost of disposal, the Corporation considers if there is a market price for the asset being evaluated. Otherwise, the Corporation uses the income approach. LONG-TERM DEBT Long-term debt is recognized initially at fair value, net of financing costs incurred. Long-term debt is subsequently carried at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the consolidated statement of earnings over the period of the term of the debt using the effective interest method. Financing costs paid on establishment of the revolving credit facility are recognized as deferred financing costs in the consolidated balance sheet under intangible assets with finite useful life and are amortized on a straight-line basis over the anticipated period of the credit facility. 80 69 2019 Annual Report LEASES The Corporation recognize, in the consolidated balance sheet, a lease liability and a corresponding right-of-use asset at the date at which the leased asset is available for use. Subsequently, lease payments are allocated between the liability and finance cost. Right-of-use assets are depreciated over the lease term on a straight-line basis. The lease liability equals the net present value of the lease payments discounted using the interest rate implicit in the lease or the Corporation’s incremental borrowing rate which is determined for each lease. Right-of-use assets are measured at cost which includes the initial lease liability amount, lease payments made at or before the lease commencement date less lease incentives, initial direct costs and restoration costs. The Corporation uses the low-value exception as well as the short-term exception on all categories of assets, except buildings. The Corporation do not apply IFRS 16 to leases of intangibles assets. In 2018, the Corporation was applying IAS 17 Leases and therefore, leases in which a significant portion of the risks and rewards of ownership were retained by the lessor were classified as operating leases. Payments made under operating leases were charged to the consolidated statement of earnings on a straight-line basis over the term of the lease. On the other hand, leases in which the Corporation retained substantially all the risks and reward of ownership were classified as finance leases. Finance leases were capitalized at the lower of the fair value of the leased property or the present value of the minimum lease payments. Property, plant and equipment acquired under a finance lease were depreciated over the shorter of the estimated useful life of the asset or the lease term using the straight-line method. PROVISIONS FOR CONTINGENCIES AND CHARGES Provisions for contingencies include mainly legal and other claims. A provision is recognized when the Corporation has a legal or constructive obligation as a result of a past event and it is probable that settlement of the obligation will require a financial payment or cause a financial loss, and a reliable estimate of the amount of the obligation can be made. If some or all of the expenditure required to settle a provision is expected to be reimbursed by another party, the reimbursement is recorded in the consolidated balance sheet as a separate asset, but only if it is virtually certain that the reimbursement will be received. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a discount rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to the passage of time is recognized as a financing expense in the consolidated statement of earnings. ENVIRONMENTAL RESTORATION OBLIGATIONS AND ENVIRONMENTAL COSTS An obligation to incur restoration and environmental costs arises when environmental disturbance is caused by the development or ongoing production of a plant or landfill site. Such costs arising from the installation of a plant and other site preparation work are provided for and capitalized at the start of each project, or as soon as the obligation to incur such costs arises. Decommissioning costs are recorded at the estimated amount at which the obligation could be settled at the consolidated balance sheet date and are charged against earnings over the life of the operation through the depreciation of the asset and the unwinding of the discount on the provision. The discount rate is the pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Costs for restoring subsequent site damage that is created on an ongoing basis during production are provided for at their present values and charged against earnings as the obligation arises. Changes in the measurement of a liability relating to the decommissioning of a plant or other site preparation work resulting from changes in the estimated timing or amount of the cash flow or a change in the discount rate are added to or deducted from the cost of the related asset in the current year. If a decrease in the liability exceeds the carrying amount of the asset, the excess is recognized immediately in the consolidated statement of earnings. If the asset value is increased and there is an indication that the revised carrying value is not recoverable, an impairment test is performed in accordance with the accounting policy for impairment testing. EMPLOYEE BENEFITS The Corporation offers funded and unfunded defined benefit pension plans, defined contribution pension plans and group registered retirement savings plans (RRSPs) that provide retirement benefit payments for most of its employees. The defined benefit pension plans are usually contributory and are based on the number of years of service and, in most cases, the average salaries or compensation at the end of a career. Retirement benefits are not adjusted based on inflation. The Corporation also offers its employees some post-employment benefit plans, such as a retirement allowance, group life insurance and medical and dental plans. However, these benefits, other than pension plans, are not funded. Furthermore, the medical and dental plans upon retirement are being phased out and are no longer offered to the majority of new retirees and the retirement allowance is not offered to those who do not meet certain criteria. 70 81 Source of Possibilities The liability recognized in the consolidated balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated at least every three years by independent actuaries using the projected unit credit method and updated regularly by Management for any material transactions and changes in circumstances, including changes in market prices and interest rates up to the end of the reporting period. As well, when an asset is recorded for a pension plan, its carrying value cannot be greater than the future economic benefit that the Corporation will get from the asset. The future economic benefit includes the suspension of contribution if the pension plan provisions allow for it under the minimum funding requirements. When there is a minimum funding requirement, it can increase the liability recorded. All special contributions legally required to fund a plan deficit are considered. For plans for which an actuarial evaluation is required as at December 31, 2019, a schedule of contributions is estimated to establish the minimum funding requirement. For other plans, we have used contributions from the most recent actuarial report. Actuarial gains and losses that arise in calculating the present value of the defined benefit obligation and the fair value of plan assets are recorded in the consolidated statement of other comprehensive income and recognized immediately in retained earnings without recycling to the consolidated statement of earnings. Past service costs are recognized immediately in the consolidated statement of earnings. When restructuring a plan results in a curtailment and settlement occurring at the same time, the curtailment is accounted for before the settlement. Interest costs on pension and other post-employment benefits are recognized in the consolidated statement of earnings as “Interest expense on employee future benefits”. The measurement date of employee future benefit plans is December 31 of each year. An actuarial evaluation is performed at least every three years. Based on their balances as at December 31, 2019, 23% of the plans were evaluated on December 31, 2018 (43% in 2017). INCOME TAXES The Corporation uses the liability method to recognize deferred income taxes. According to this method, deferred income taxes are determined using the difference between the accounting and tax bases of assets and liabilities. Deferred income tax assets and liabilities are measured using enacted or substantively enacted tax rates at the consolidated balance sheet date that are expected to apply when the deferred income taxes are expected to be recovered or settled. Deferred income tax assets are recognized when it is probable that the asset will be realized. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. FOREIGN CURRENCY TRANSLATION Items included in the financial statements of each of the Corporation's entities are measured using the currency of the primary economic environment in which the business unit operates (the “functional currency”). The consolidated financial statements are presented in Canadian dollars, which is Cascades' functional currency. A. FOREIGN CURRENCY TRANSACTIONS Transactions denominated in currencies other than the business unit's functional currency are recorded at the rate of exchange prevailing at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange prevailing at the consolidated balance sheet date. Unrealized gains and losses on translation of monetary assets and liabilities are reflected in the consolidated statement of earnings. B. FOREIGN OPERATIONS The assets and liabilities of foreign operations are translated into Canadian dollars at the exchange rate prevailing at the consolidated balance sheet date. Revenues and expenses are translated at the average monthly exchange rate. Translation gains or losses are deferred and included in “Accumulated other comprehensive income”. SHARE-BASED PAYMENTS The Corporation uses the fair value method of accounting for stock-based compensation awards granted to officers and key employees. This method consists in recording expenses to earnings based on the vesting period of each tranche of options granted. The fair value of each tranche is calculated based on the Black-Scholes option pricing model. This model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. When stock options are exercised, any considerations paid by employees, as well as the related stock-based compensation, are credited to capital stock. 82 71 2019 Annual Report DIVIDEND DISTRIBUTION Dividend distribution to the Corporation's Shareholders is recognized as a liability in the consolidated financial statements in the period in which the dividends are approved by the Corporation's Board of Directors. EARNINGS PER COMMON SHARE Basic earnings per common share are determined using the weighted average number of common shares outstanding during the period. Diluted earnings per common share are determined by adjusting the weighted average number of common shares outstanding for dilutive instruments, which are primarily stock options, using the treasury stock method to evaluate the dilutive effect of stock options. Under this method, instruments with a dilutive effect, which is when the average market price of a share for the period exceeds the exercise price, are considered to have been exercised at the beginning of the period and the proceeds received are considered to have been used to redeem common shares of the Corporation at the average market price for the period. NOTE 3 CHANGES IN ACCOUNTING POLICY AND DISCLOSURES A) NEW IFRS ADOPTED IFRS 16 LEASES In January 2016, the IASB released IFRS 16 Leases, which supersedes IAS 17 Leases, and the related interpretations on leases: IFRIC 4 Determining Whether an Arrangement Contains a Lease, SIC 15 Operating Leases - Incentives and SIC 27 Evaluating the Substance of Transactions in the Legal Form of a Lease. The standard is effective for annual periods beginning on or after January 1, 2019. Impact of adoption The Corporation applied IFRS 16 Leases retrospectively with no restatement of comparative information as allowed by the Standard. At the date of initial application, lease liability for leases previously classified as operating leases under IAS 17 Leases equals the present value of the remaining lease payments, discounted using the interest rate implicit in the lease or the Corporation’s incremental borrowing rate, as described above. As for the underlying right-of-use asset, the Corporation elected to measure it at an amount equal to the lease liability. The Corporation also used the following practical expedients allowed by IFRS 16: • • • • account for leases ending in 2019 as short-term leases; exclude initial direct costs from the measurement of the right-of-use asset; use hindsight in determining the lease term where the contract includes extension or termination options; and rely on previous assessment of whether a lease is onerous. Adjustment to the consolidated opening retained earnings is related to an impairment charge of $12 million, net of a deferred income tax recovery of $3 million, that the Corporation recorded on the right-of-use assets of CGUs whose assets are valued at fair market value. The application of IFRS 16 Leases had the following impacts on the January 1, 2019 consolidated balance sheet: (in millions of Canadian dollars) Property, plant and equipment (including right-of-use assets) Current portion of long-term debt Long-term debt Deferred income tax liabilities Retained earnings Balance as of December 31, 20181 IFRS16 adjustment January 1, 2019 adjusted balance 2,505 55 1,821 201 998 87 16 83 (3) (9) 2,592 71 1,904 198 989 1 Including business combination purchase price retrospective adjustment (see Note 5 for more details). 72 83 Source of Possibilities The reconciliation between operating lease commitments disclosed under IAS 17 at the end of 2018 and the initial impact of IFRS 16 on January 1, 2019 consolidated balance sheet is the following: (in millions of Canadian dollars) Commitments disclosed as at December 31, 2018 (adjusted) Discount Discounted using weighted average Cascades’ incremental borrowing rate of 3.46% Finance lease obligations recognized as at December 31, 2018 Low value and short-term exemptions Contracts reassessed as service agreement Change in treatment of extension and termination options Leases with an effective date later than December 31, 2018 Other Lease obligations recognized as at January 1, 2019 The impact of adoption of IFRS16 Leases on the consolidated statement of earnings is as follows: (in millions of Canadian dollars) Increase in financing expense Increase in depreciation and amortization Increase in operating income before depreciation and amortization NOTE 4 CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS January 1, 2019 121 (14) 107 95 (1) (7) 8 (6) (2) 194 For the year ended December 31, 2019 3 27 29 Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and disclosure of contingencies at the balance sheet date, and the reported amounts of revenues and expenses during the reporting period. On a regular basis and with the information available, Management reviews its estimates, including those related to environmental costs, employee future benefits, collectability of accounts receivable, financial instruments, contingencies, income taxes, useful life and residual value of property, plant and equipment and impairment of property, plant and equipment and intangible assets. Actual results could differ from those estimates. When adjustments become necessary, they are reported in earnings in the period in which they occur. A. IMPAIRMENT OF LONG-LIVED ASSETS, INTANGIBLE ASSETS AND GOODWILL In determining the recoverable amount of an asset or a cash generating unit (CGU), the Corporation uses several key assumptions based on external information on the industry when available, including estimated production levels, selling prices, volume, raw material costs, foreign exchange rates, growth rates, discounting rates and capital spending. The Corporation believes its assumptions are reasonable. Based on available information at the assessment date, however, these assumptions involve a high degree of judgment and complexity. Management believes that the following assumptions are the most susceptible to change and therefore could impact the valuation of the assets in the next year. DESCRIPTION OF SIGNIFICANT IMPAIRMENT TESTING ASSUMPTIONS (see Note 27 of consolidated financial statements) REVENUES, OPERATING INCOME BEFORE DEPRECIATION (OIBD) MARGINS, CASH FLOWS AND GROWTH RATES The assumptions used were based on the Corporation's internal budget. Revenues, OIBD margins and cash flows were projected for a period of five years and a perpetual long-term growth rate was applied thereafter. In arriving at its forecasts, the Corporation considers past experience, economic trends such as gross domestic product growth and inflation, as well as industry and market trends. 84 73 2019 Annual Report DISCOUNT RATES The Corporation assumed a discount rate in order to calculate the present value of its projected cash flows. The discount rate represents a weighted average cost of capital (WACC) for comparable companies operating in similar industries of the applicable CGU, group of CGUs or reportable segment based on publicly available information. FOREIGN EXCHANGE RATES When estimating the fair value less cost of disposal, foreign exchange rates are determined using the financial institution's average forecast for the first two years of forecasting. For the following three years, the Corporation uses the last five years' historical average of the foreign exchange rate. Terminal rate is based on historical data of the last twenty years and adjusted to reflect Management's best estimate. SHIPMENTS The assumptions used are based on the Corporation's internal budget for the next year and are usually held constant for the forecast period. In arriving at its budgeted shipments, the Corporation considers past experience, economic trends as well as industry and market trends. Considering the sensitivity of the key assumptions used, there is measurement uncertainty since adverse changes in one or a combination of the Corporation's key assumptions could cause a significant change in the carrying amounts of these assets. B. INCOME TAXES The Corporation is required to estimate the income taxes in each jurisdiction in which it operates. This includes estimating a value for existing tax losses based on the Corporation's assessment of its ability to use them against future taxable income before they expire. If the Corporation's assessment of its ability to use the tax losses proves inaccurate in the future, more or less of the tax losses might be recognized as assets, which would increase or decrease the income tax expense and, consequently, affect the Corporation's results in the relevant year. C. EMPLOYEE BENEFITS The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating the terms of the related pension liability. The cost of pensions and other retirement benefits earned by employees is actuarially determined using the projected benefit method pro- rated on years of service and Management's best estimate of expected plan investment performance, salary escalations, retirement ages of employees and expected health care costs. The accrued benefit obligation is evaluated using the market interest rate at the evaluation date. Due to the long-term nature of these plans, such estimates are subject to significant uncertainty. All assumptions are reviewed annually. D. GOODWILL, INTANGIBLE ASSETS AND BUSINESS COMBINATIONS Goodwill and client lists have arisen as a result of business combinations. The acquisition method, which also requires significant estimates and judgments, is used to account for these business combinations. As part of the allocation process in a business combination, estimated fair values are assigned to the net assets acquired. These estimates are based on forecasts of future cash flows, estimates of economic fluctuations and an estimated discount rate. The excess of the purchase price over the estimated fair value of the net assets acquired is then assigned to goodwill. In the event that actual net assets fair values are different from estimates, the amounts allocated to the net assets could differ from what is currently reported. This would then have a direct impact on the carrying value of goodwill. Differences in estimated fair values would also have an impact on the amortization of definite life intangibles. E. FAIR VALUE OF BUSINESS COMBINATION The Corporation makes a number of estimates when allocating fair values to the assets and liabilities acquired in a business acquisition. Fair values are estimated using valuation techniques that take into account several assumptions such as production, amount and timing of earnings and expenses, revenue growth, discount rate and capital expenditures. CRITICAL JUDGMENTS IN APPLYING THE CORPORATION'S ACCOUNTING POLICIES LEASES Significant judgments are applied in assessing whether or not a contract is or contains a lease. The Corporation assessment of its right to obtain substantially all of the economic benefits from the use of the leased asset or of its ability to direct the use of the asset will determine if an agreement contains a lease. 74 85 Source of Possibilities NOTE 5 BUSINESS COMBINATIONS 2019 Orchids Paper Products On September 13, 2019, the Corporation acquired the assets of Orchids Paper Products Company (“Orchids”) for a total consideration of $307 million, which consisted of US$235 million ($311 million) in cash, less $2 million for a purchase price adjustment and the settlement of a net liability of $2 million with the acquiree prior to the transaction. The Corporation recorded a bargain purchase gain on acquisition of the distressed assets of $22 million before transaction fees of $9 million. The assets include the Barnwell, South Carolina and Pryor, Oklahoma Tissue plants. As part of the transaction, the Corporation acquired all of the outstanding units of OPP Acquisition Mexico S. de R.L. de C.V., designated as assets held-for-sale at acquisition date, which were resold the same day for US$14 million ($19 million). This acquisition will accelerate the modernization of the Corporation's U.S. consumer product tissue platform by strengthening our operations and improving our geographic positioning. The $14 million fair value of accounts receivables is equal to gross contractual cash flows, which were all expected to be collected at the time of the acquisition. The purchase price allocation is preliminary as of December 31, 2019. Assets acquired and liabilities assumed were as follows: BUSINESS SEGMENT: ACQUIRED COMPANIES: (in millions of Canadian dollars) Fair values of identifiable assets acquired and liabilities assumed: Initial allocation Adjustments Accounts receivable Inventories Assets held-for-sale Property, plant and equipment Other assets Total assets Trade and other payables Long-term debt Deferred income tax liabilities Net assets acquired Bargain purchase gain on acquisition Net cash paid Purchase price adjustment Settlement of liability with acquiree before the transaction Total consideration 14 22 19 342 1 398 (13) (7) (17) 361 (52) 309 314 (3) (2) 309 — 2 — (52) — (50) 1 7 10 (32) 30 (2) (3) 1 — (2) 2019 Tissue Papers Orchids Adjusted preliminary allocation 14 24 19 290 1 348 (12) — (7) 329 (22) 307 311 (2) (2) 307 The acquired business, since the date of acquisition, represents sales amounting to $60 million on a stand-alone basis ($38 million on a consolidated basis) and the contribution to net earnings attributable to Shareholders is $1 million on a stand-alone basis ($19 million on a consolidated basis, including the gain on business combination). 86 75 2019 Annual Report 2018 Urban Forest Products LLC, Clarion Packaging LLC and Falcon Packaging LLC On December 6, 2018, the Corporation acquired all the assets of Urban Forest Products LLC (UFP) and Clarion Packaging LLC (Clarion), respectively located in Brook, Indiana, and Clarion, Iowa. Both plants manufacture molded pulp protective packaging that primarily serves the egg and quick service restaurant industries. Concurrently, the Specialty Products segment also acquired 75% of the membership units of Falcon Packaging LLC, a leader in the distribution of egg and other packaging located in Ohio, Iowa and Georgia. These acquisitions are in line with the Corporation's objective to expand molded pulp activities, which produce a recycled, recyclable, compostable and biodegradable packaging product that offers highly interesting opportunities against a backdrop of expanding interest in the circular economy. Total consideration for the business acquisition was a cash consideration of US$38 million ($51 million). These acquisitions were treated as a single business combination since the substance of the transaction was the acquisition of integrated businesses. The $10 million fair value of accounts receivables is equal to gross contractual cash flows, which were all expected to be collected at the time of the acquisition. The purchase price allocation was finalized in 2019. Assets acquired and liabilities assumed were as follows: (in millions of Canadian dollars) Fair values of identifiable assets acquired and liabilities assumed: Accounts receivable Inventories Property, plant and equipment Client list Trademark Total assets Bank loans and advances Trade and other payables Long-term debt Deferred income tax liabilities Net assets acquired Non-controlling interests Gain on acquisition Cash paid Non-cash provision for working capital adjustment Total consideration BUSINESS SEGMENT: ACQUIRED COMPANIES: 2018 Specialty Products UFP, Clarion & Falcon Packaging Preliminary allocation Adjustments Final allocation 10 8 48 10 — 76 (2) (9) (4) (1) 60 (5) (3) 52 51 1 52 — 1 (1) (7) 1 (6) — — — 1 (5) 1 3 (1) — (1) (1) 10 9 47 3 1 70 (2) (9) (4) — 55 (4) — 51 51 — 51 PAC Service S.p.A. On January 1, 2018, the Corporation acquired PAC Service S.p.A., a boxboard converter for the packaging, publishing, cosmetics and food industries that has been fully consolidated since then. The Corporation already had a 33.33% equity participation through its majority equity ownership in Reno de Medici S.p.A. in the Boxboard Europe segment. The consideration for the acquisition of the remaining 66.67% shares consisted of cash totaling €10 million ($15 million) and was deposited on December 19, 2017. The excess of consideration over the net fair value of the assets acquired and the liabilities assumed resulted in a non-deductible goodwill of $7 million and has been allocated to the Boxboard Europe segment cash generating unit (CGU). The transaction is expected to create synergies, since Reno de Medici is already a strategic supplier of PAC Service. 76 87 Source of Possibilities Barcelona Cartonboard S.A.U. On October 31, 2018, the Corporation acquired Barcelona Cartonboard S.A.U., a paperboard manufacturer on the Iberian Peninsula. The consideration for the acquisition consisted of cash totaling €36 million ($54 million) and €10 million ($14 million) of net debt assumed. The Corporation recorded a bargain purchase gain of $2 million. The acquisition will allow Reno de Medici to strengthen its presence in a well- known market, to optimize its products portfolio and to further improve the level of service to current customers and new ones, as the Barcelona plant is located near some of the major European converters. The $37 million fair value of total accounts receivables acquired is equal to the gross contractual cash flows, which were all expected to be collected at the time of the acquisition. The purchase price allocation was finalized in 2018 for Pac Service S.p.A. and in 2019 for Barcelona Cartonboard S.A.U.. Assets acquired and liabilities assumed were as follows: BUSINESS SEGMENT: ACQUIRED COMPANIES: Barcelona Cartonboard S.A.U. 2018 Boxboard Europe Pac Service S.p.A. Total (in millions of Canadian dollars) Fair values of identifiable assets acquired and liabilities assumed: Preliminary allocation Adjustments Final allocation Final allocation Final allocation Cash and cash equivalents Accounts receivable Inventories Property, plant and equipment Other intangible assets with finite useful life Other assets Goodwill Total assets Trade and other payables Current portion of long-term debt Long-term debt Provision for contingencies and charges Employee future benefits Deferred income tax liabilities Net assets acquired Bargain purchase gain on acquisition Cash paid in 2018 Cash paid in 2017 (included in other assets as at December 31,2017) Previously held interest Revaluation gain on previously held interest on January 1, 2018 Total consideration 2 25 21 72 2 1 1 124 (50) (4) (12) (1) — (3) 54 — 54 54 — — — 54 — — — — 4 — (1) 3 — — — — — (1) 2 (2) — — — — — — 2 25 21 72 6 1 — 127 (50) (4) (12) (1) — (4) 56 (2) 54 54 — — — 54 4 12 7 9 — — 7 39 (9) (3) (2) — (1) (1) 23 — 23 — 15 3 5 23 6 37 28 81 6 1 7 166 (59) (7) (14) (1) (1) (5) 79 (2) 77 54 15 3 5 77 88 77 2019 Annual Report ASSET ACQUISITION 2018 Bear Island On July 26, 2018, the Containerboard Packaging segment acquired White Birch's Bear Island manufacturing facility in Virginia, USA for a cash consideration of US$35 million ($46 million) (including transaction fees). Upon the approval of the Corporation's Board, the newsprint paper machine presently located on the site will be reconfigured to produce high-quality recycled lightweight linerboard and medium for the North American market. Production is expected to begin in 2022. During the period prior to conversion, it was planned that White Birch would temporarily operate the site as a newsprint mill under a twenty seven months free net lease having an estimated value of $8 million and accounted for as deferred revenues and added to the consideration. However, in 2019, White Birch terminated the lease. See Note 26 for details. As part of the agreement, the Corporation granted to White Birch a one-time option to purchase an interest of up to 10% in the Bear Island containerboard mill project provided that the mill conversion project is approved by the Corporation's Board of Directors and can be exercised in the twelve month period beginning July 26, 2020. The option at the time of acquisition had an estimated value of $13 million and is added to the assets' purchase price. The transaction is accounted for as an asset acquisition as it does not meet the definition of a business combination. The acquired facility includes landfills for which the Corporation recorded an asset retirement obligation amounting to $5 million. Finally, as part of the agreement, the Corporation committed to pay White Birch US$4 million ($5 million) in the next twenty seven months to cover property and building maintenance costs. This liability was reversed in the course of 2019 when White Birch terminated the lease. See Note 26 for details. Assets acquired and liabilities assumed were as follows: (in millions of Canadian dollars) Fair values of identifiable assets acquired and liabilities assumed: Property, plant and equipment Total assets Environmental restoration obligation Net assets acquired Cash paid Purchase option fair value issued to White Birch Favourable lease fair value Carrying costs commitment Total consideration DISPOSAL BUSINESS SEGMENT: ACQUIRED ASSETS: 2018 Containerboard Bear Island 77 77 (5) 72 46 13 8 5 72 2019 Cascades Europe S.A.S. On September 30, 2019, the Corporation sold its participation of 90% in Cascades Europe S.A.S. which owns Cascades Rollpack, a cardboard packaging converter for the paper industry, for a total consideration of €10 million ($15 million), including €7 million ($10 million) of cash received as well as €4 million ($6 million) of long-term debt assumed and €1 million ($1 million) of cash balance disposed. A loss on disposal of $1 million was recorded. 78 89 Source of Possibilities Assets and liabilities at the time of disposal were as follows: (in millions of Canadian dollars) Assets and liabilities disposed: Cash and cash equivalents Accounts receivable Inventories Property, plant and equipment Total assets Trade and other payables Long-term debt Net assets disposed Non-controlling interests Loss on disposal Total consideration received NOTE 6 ACCOUNTS RECEIVABLE (in millions of Canadian dollars) Accounts receivable - Trade Receivables from related parties Less: loss allowance Trade receivables - net Other (in millions of Canadian dollars) Past due 1-30 days Past due 31-60 days Past due 61-90 days Past due 91 days and over Movements in the Corporation's loss allowance are as follows: (in millions of Canadian dollars) Balance at beginning of year Provision for doubtful accounts, net of unused beginning balance Receivables written off during the year as uncollectable Other Exchange differences Balance at end of year 2019 BUSINESS SEGMENT: Specialty Products DISPOSAL COMPANIES: Cascades Europe S.A.S. 1 7 9 9 26 (8) (6) 12 (1) (1) 10 2018 570 34 (15) 589 46 635 2018 79 20 12 34 145 2019 61 21 13 32 127 2019 2018 15 6 (4) — (1) 16 7 5 (1) 4 — 15 NOTE 30 2019 543 27 (16) 554 51 605 As at December 31, 2019, trade receivables of $127 million (December 31, 2018 - $145 million) were past due but not impaired. The aging of these trade receivables at each reporting period is as follows: The change in the credit loss provision has been included in “Selling and administrative expenses” in the consolidated statement of earnings. The maximum exposure to credit risk at the reporting period approximates the carrying value of each class of receivable mentioned above. 90 79 2019 Annual Report NOTE 7 INVENTORIES (in millions of Canadian dollars) Finished goods Raw materials Supplies and spare parts 2019 302 105 191 598 2018 Adjusted, Note 5 295 132 179 606 As at December 31, 2019, finished goods, raw materials and supplies and spare parts were adjusted to net realizable value (NRV) by $14 million, $2 million and $1 million, respectively (December 31, 2018 - $12 million, nil, and nil). The Corporation has sold all the goods that were written down in 2018. No reversal of previously written-down inventory occurred in 2019 or 2018. The cost of raw materials and supplies and spare parts included in “Cost of sales” amounted to $1,682 million (2018 - $1,713 million). NOTE 8 INVESTMENTS IN ASSOCIATES AND JOINT VENTURES A. INVESTMENTS IN ASSOCIATES AND JOINT VENTURES ARE DETAILED AS FOLLOWS: (in millions of Canadian dollars) Investments in associates Investments in joint ventures 2019 13 67 80 2018 12 69 81 INVESTMENTS IN ASSOCIATES B. The Corporation did not hold any significant participation in associates in 2019 and 2018. INVESTMENT IN JOINT VENTURES C. The following are the principal joint ventures of the Corporation and the Corporation's percentage of equity owned: Cascades Sonoco US Inc.1 Cascades Sonoco inc.1 Maritime Paper Products Limited Partnership (MPPLP) 2 Tencorr Holdings Corporation 3 1 Joint ventures producing specialty paper packaging products such as headers, rolls and wrappers. 2 MPPLP is a Canadian corporation converting containerboard. 3 Tencorr Holdings Corporation operates as a supplier of corrugated sheet stock. 2019-2018 PERCENTAGE EQUITY OWNED (%) PRINCIPAL ESTABLISHMENT Birmingham, Alabama and Tacoma, Washington, United States 50 50 Kingsey Falls and Berthierville, Québec, Canada 40 33.3 Dartmouth, Nova Scotia, Canada Brampton, Ontario, Canada 80 91 Source of Possibilities The Corporation's joint ventures information (100%), translated in millions of Canadian dollars if required, is as follows: (in millions of Canadian dollars) Condensed balance sheet Cash and cash equivalents Current assets (other than cash and cash equivalents and current financial assets) Long-term assets (other than long-term financial assets) Current liabilities (other than current financial liabilities) Current financial liabilities Long-term liabilities (other than long-term financial liabilities) Long-term financial liabilities Condensed statement of earnings Sales Depreciation and amortization Financing expense Provision for income taxes Net earnings Other comprehensive income (loss) Translation adjustment Total comprehensive income Dividends received from joint ventures (in millions of Canadian dollars) Condensed balance sheet Cash and cash equivalents Current assets (other than cash and cash equivalents and current financial assets) Long-term assets (other than long-term financial assets) Current liabilities (other than current financial liabilities) Current financial liabilities Long-term liabilities (other than long-term financial liabilities) Long-term financial liabilities Condensed statement of earnings Sales Depreciation and amortization Financing expense Provision for income taxes Net earnings Other comprehensive income Translation adjustment Total comprehensive income Dividends received from joint ventures CASCADES SONOCO US INC. CASCADES SONOCO INC. MARITIME PAPER PRODUCTS LIMITED PARTNERSHIP 2019 TENCORR HOLDINGS CORPORATION 2 26 43 10 5 6 12 110 5 2 1 4 (2) 2 2 — 26 16 7 1 2 1 91 2 — 2 5 — 5 5 3 23 28 4 1 1 2 97 3 1 — 2 — 2 — — 18 10 15 1 3 — 132 1 — — 1 — 1 — CASCADES SONOCO US INC. CASCADES SONOCO INC. MARITIME PAPER PRODUCTS LIMITED PARTNERSHIP 2018 TENCORR HOLDINGS CORPORATION 1 32 38 10 4 6 14 119 2 1 2 6 3 9 2 1 32 15 10 1 3 — 97 2 — 2 6 — 6 2 — 26 29 5 1 — 3 — 20 10 15 3 3 — 108 137 2 — — 3 — 3 — 1 — 1 1 — 1 — There is about $1 million in commitments in the joint ventures ($1 million in 2018). 92 81 2019 Annual Report D. SUBSIDIARIES WITH NON-CONTROLLING INTERESTS The Corporation's information for its subsidiaries with significant non-controlling interests is as follows: (in millions of Canadian dollars, unless otherwise noted) RENO DE MEDICI S.p.A. GREENPAC HOLDING LLC RENO DE MEDICI S.p.A. GREENPAC HOLDING LLC 2019 2018 Principal establishment Percentage of shares held by non-controlling interests (accounting basis) Net earnings attributable to non-controlling interests Non-controlling interests accumulated at the end of the year Dividends paid to non-controlling interests Condensed balance sheet Cash and cash equivalents Current assets (other than cash and cash equivalents and current financial assets) Current financial assets Long-term assets (other than long-term financial assets) Long-term financial assets Current liabilities (other than current financial liabilities) Current financial liabilities Long-term liabilities (other than long-term financial liabilities) Long-term financial liabilities Condensed statement of earnings Sales Depreciation and amortization Provision for income taxes Net earnings Condensed cash flow Cash flows from operating activities Cash flows used for investing activities Cash flows from (used) for financing activities Milan, Italy New York, United States Adjusted, Note 5 Milan, Italy New York, United States 42.05% 13.65% 42.05% 17.17% 11 125 2 59 295 — 397 — 246 39 72 94 1,048 47 14 23 95 (42) (39) 17 48 15 36 105 3 569 11 37 9 — 167 438 38 — 100 136 (5) (131) 18 128 1 49 315 — 428 — 257 32 76 119 933 36 20 43 80 (85) 26 18 50 15 37 109 3 589 13 33 77 — 208 429 30 — 105 123 (3) (123) In November 2019, the Corporation exercised its call option and repurchased the CDPQ (Caisse de dépôt et placement du Québec) 20.20% participation in Greenpac for a consideration of $122 million. The consideration is due in January 2020 and is therefore accounted for in other liabilities. With this additional participation, the Corporation's direct ownership in Greenpac increased to 79.9% from 59.7% whereas indirect ownership, through our 53% participation in Containerboard Partners (Ontario) Inc., remained at 6.4%. For accounting purposes, the CDPQ participation was accounted for as a liability because of the put option associated with it. Indeed, the option gave the participation of CDPQ the characteristics of a liability more than equity under IFRS. With the exercise of the call option, the CDPQ put option became void and the 20.20% participation was treated as equity for accounting purposes. The combined effect of the participation buyout and designation of it as equity decreased the minority interest share to 13.65% from 17.11%. E. NON-SIGNIFICANT ASSOCIATES AND JOINT VENTURES The carrying value of investments in associates and joint ventures that do not have significant impact on the Corporation is as follows: (in millions of Canadian dollars) Non-significant associates Non-significant joint ventures 2019 13 18 31 2018 12 18 30 82 93 Source of Possibilities The shares of results of non-significant associates and joint ventures for the Corporation are as follows: (in millions of Canadian dollars) Non-significant associates Non-significant joint ventures 2019 — 3 3 2018 (1) 3 2 The Corporation received dividends of $2 million from these associates and joint ventures as at December 31, 2019 (December 31, 2018 - $2 million). NOTE 9 PROPERTY, PLANT AND EQUIPMENT (in millions of Canadian dollars) As at January 1, 2018 Cost Accumulated depreciation and impairment Net book amount Year ended December 31, 2018 (Adjusted, Note 5) Opening net book amount Additions and asset acquisition Disposals Depreciation Business combinations Impairment charges Others Exchange differences Closing net book amount As at December 31, 2018 (Adjusted, Note 5) Cost Accumulated depreciation and impairment Net book amount Year ended December 31, 2019 Opening net book amount Additions Disposals Depreciation Business disposal Business combinations IFRS 16 adjustment Impairment charges Others Exchange differences Closing net book amount As at December 31, 2019 Cost Accumulated depreciation and impairment Net book amount NOTE LAND BUILDINGS MACHINERY AND EQUIPMENT AUTOMOTIVE EQUIPMENT OTHERS RIGHT-OF-USE ASSETS (Note 3 and 14) 5 5 27 5 5 3 27 124 — 124 124 11 — — 34 — — 6 175 175 — 175 175 — — — — — — — 13 (7) 181 181 — 181 834 352 482 482 36 — (33) 23 (6) 26 21 549 950 401 549 549 35 (1) (36) (6) — — (8) 68 (18) 583 978 395 583 3,020 1,775 1,245 1,245 90 (1) (150) 66 (67) 145 64 1,392 3,389 1,997 1,392 1,392 52 (24) (153) (3) 309 — (38) (23) (53) 1,459 3,494 2,035 1,459 104 69 35 35 9 — (9) 3 (1) 4 — 41 115 74 41 41 10 (1) (11) — — — — 6 (1) 44 123 79 44 314 123 191 191 235 — (9) 2 — (167) 8 260 389 129 260 260 174 (3) (14) — — — (5) (75) (8) 329 505 176 329 51 24 27 27 67 — (11) — — 2 3 88 123 35 88 88 46 (3) (42) — — 87 — — (5) 171 243 72 171 TOTAL 4,447 2,343 2,104 2,104 448 (1) (212) 128 (74) 10 102 2,505 5,141 2,636 2,505 2,505 317 (32) (256) (9) 309 87 (51) (11) (92) 2,767 5,524 2,757 2,767 Other property, plant and equipment include buildings and machinery and equipment in the process of construction or installation with a book value of $203 million (December 31, 2018 - $99 million) and deposits on purchases of machinery and equipment amounting to $2 million (December 31, 2018 - $34 million). In 2019, $3 million (2018 - $3 million) of interest incurred on qualifying assets was capitalized. The weighted average capitalization rate on funds borrowed in 2019 was 5.56% (2018 - 5.52%). 94 83 2019 Annual Report NOTE 10 GOODWILL AND OTHER INTANGIBLE ASSETS WITH FINITE AND INDEFINITE USEFUL LIFE APPLICATION SOFTWARE AND ERP CUSTOMER RELATIONSHIPS AND CLIENT LISTS NOTE OTHER INTANGIBLE ASSETS WITH FINITE USEFUL LIFE TOTAL INTANGIBLE ASSETS WITH FINITE USEFUL LIFE OTHER INTANGIBLE ASSETS WITH INDEFINITE USEFUL LIFE TOTAL INTANGIBLE ASSETS WITH INDEFINITE USEFUL LIFE GOODWILL (in millions of Canadian dollars) As at January 1, 2018 Cost Accumulated amortization and impairment Net book amount Year ended December 31, 2018 (Adjusted, Note 5) Opening net book amount Additions Business combinations 5 Amortization Others Exchange differences Closing net book amount As at December 31, 2018 (Adjusted, Note 5) Cost Accumulated amortization and impairment Net book amount Year ended December 31, 2019 Opening net book amount 27 Additions Impairment charges Amortization Exchange differences Closing net book amount As at December 31, 2019 Cost Accumulated amortization and impairment Net book amount 150 56 94 94 12 2 (16) — 1 93 158 65 93 93 8 — (19) (1) 81 165 84 81 208 92 116 116 — 7 (13) — 3 113 218 105 113 113 — — (13) (2) 98 216 118 98 32 30 2 2 — — (3) 3 — 2 34 32 2 2 2 — (1) — 3 36 33 3 390 178 212 212 12 9 (32) 3 4 208 410 202 208 208 10 — (33) (3) 182 417 235 182 523 2 521 521 — 7 — — 20 548 551 3 548 548 — (14) — (13) 521 538 17 521 7 — 7 7 — 1 — (1) — 7 7 — 7 7 — (1) — — 6 7 1 6 530 2 528 528 — 8 — (1) 20 555 558 3 555 555 — (15) — (13) 527 545 18 527 84 95 Source of Possibilities NOTE 11 OTHER ASSETS (in millions of Canadian dollars) Notes receivable from business disposals Other investments Other assets Employee future benefits Less: Current portion, included in accounts receivables NOTE 12 TRADE AND OTHER PAYABLES (in millions of Canadian dollars) Trade payables Payables to related parties Provisions for volume rebates Accrued expenses Movements in the Corporation's provision for volume rebates are as follows: (in millions of Canadian dollars) Balance at beginning of year Provision for volume rebates, net of unused beginning balance Business combinations Volume rebates payments Exchange differences Balance at end of year NOTE 2019 2018 Adjusted, Note 5 18 NOTE 30 NOTE 5 1 4 23 29 57 (2) 55 2019 589 4 66 129 788 2019 50 120 1 (103) (2) 66 3 4 21 16 44 (2) 42 2018 Adjusted, Note 5 565 4 50 162 781 2018 45 111 1 (104) (3) 50 96 85 2019 Annual Report NOTE 13 LONG-TERM DEBT (in millions of Canadian dollars) NOTE MATURITY 2019 2018 Revolving credit facility, weighted average interest rate of 3.78% as at December 31, 2019, consists of $108 million and US$11 million (December 31, 2018 - $4 million and US$60 million) 13(b) 5.50% Unsecured senior notes of $250 million repurchased in 2019 5.50% Unsecured senior notes of US$400 million repurchased in 2019 5.75% Unsecured senior notes of US$200 million 5.125% Unsecured senior notes of $175 million 5.125% Unsecured senior notes of US$350 million 5.375% Unsecured senior notes of US$300 million Term loan of US$175 million, interest rate of 3.90% as at December 31, 2019 Lease obligations of subsidiaries Other debts of subsidiaries Lease obligations without recourse to the Corporation Other debts without recourse to the Corporation 13(a) 13(a) 13(a) 13(a) 13(a) 13(a) 13(d) 13(c) and 14 13(c) and 14 2023 2021 2022 2023 2025 2026 2028 2025 Less: Unamortized financing costs Total long-term debt Less: Current portion of debts of subsidiaries (including lease obligations of $28 million as at December 31, 2019) Current portion of debts without recourse to the Corporation (including lease obligations of $11 million as at December 31, 2019) 123 — — 260 175 455 390 221 153 39 35 272 2,123 16 2,107 42 43 85 2,022 86 250 545 273 — — — 239 93 36 2 362 1,886 10 1,876 22 33 55 1,821 a. On November 26, 2019 the Corporation issued $175 million aggregate principal amount of 5.125% due in 2025, US$350 million aggregate principal amount of 5.125% due in 2026 and US$300 million aggregate principal amount of 5.375% due in 2028, totaling $1,026 million, net of transaction fees of $13 million. The Corporation used the proceeds from this offering to fund the redemption of its US$400 million of its 5.50% unsecured senior notes due in 2022 for an amount of US$405 million ($533 million) and its $250 million of its 5.50% unsecured senior notes due in 2021 for an amount of $254 million, including premiums of US$5 million ($7 million) and $4 million. The Corporation also wrote off $3 million of unamortized financing costs related to these notes. Issuance proceeds were used as follows: (in millions of Canadian dollars) Debt issuance Offering fees Repurchase of 2021 and 2022 Notes Premium paid on refinanced debt Decrease of credit facility 2019 1,039 (13) (776) (11) 239 b. On May 31, 2019, the Corporation entered into an agreement with its lenders to extend and amend its existing $750 million revolving credit facility. The amendment extends the term of the facility to July 2023. The financial conditions remain unchanged. c. The Corporation adopted IFRS 16 Leases on January 1, 2019. See Note 3 for more details. d. On December 21, 2018, the Corporation secured a US$175 million seven-year variable interest term loan. The financial conditions and covenants of the Company's existing credit facility are unchanged, and no additional assets were required as security. The term loan, which can be repaid at any time, provides the Corporation with increased financial flexibility and reduces average financing costs. As such, the term loan proceeds have been used to repay certain of the Company's outstanding borrowings under its existing credit facility. Fees amounting to US$1 million ($1 million) were incurred to conclude the agreement. 86 97 Source of Possibilities e. As at December 31, 2019, accounts receivable and inventories totaling approximately $785 million (December 31, 2018 - $752 million) as well as property, plant and equipment totaling approximately $230 million (December 31, 2018 - $223 million) were pledged as collateral for the Corporation's revolving credit facility. f. The Corporation has leases for various items of property, plant and equipment. Lease obligations are secured, as the rights to the leased asset revert to the lessor in the event of default. For more details on future payments, see Note 16.4 C. NOTE 14 LEASES a. The consolidated balance sheets include, in “Property, plant and equipment”, the amounts hereunder as right-of-use assets relating to leases. 2018 amounts are IAS17 finance leases underlying assets which are now right-of-use assets under IFRS16 : (in millions of Canadian dollars) Buildings Machinery and equipment Automotive equipment Net book amount 2019 109 10 52 171 2018 1 61 5 22 88 1 On January 1, 2019, the Corporation applied IFRS 16 Leases retrospectively with no restatement of comparative information. See Note 3 for more details. Additions to the right-of-use assets during the 2019 financial year were $46 million. b. The consolidated statements of earnings include the following amounts relating to leases: (in millions of Canadian dollars) Depreciation and amortization of right-of-use assets (included in “Cost of sales”) 2019 2018 1 Buildings Machinery and equipment Automotive equipment Others Financing expense (included in “Financing expense”) 1 On January 1, 2019, the Corporation applied IFRS 16 Leases retrospectively with no restatement of comparative information. See Note 3 for more details. 17 2 23 — 42 9 2 — 8 1 11 4 Expenses relating to short-term leases, low-value assets and variable lease payments not included in lease obligation amount to $3 million in 2019. c. The total cash outflow for leases in 2019 was $51 million. d. In determining the lease term, the Corporation use critical judgments considering all facts and circumstances. For more details, see Note 4. e. Refer to Note 16.4 C for future contractual payments of lease obligations. 98 87 2019 Annual Report NOTE 15 PROVISIONS FOR CONTINGENCIES AND CHARGES (in millions of Canadian dollars) As at January 1, 2018 Additional provision Payments Revaluation Business combinations and assets acquisition 5 As at December 31, 2018 Additional provision Payments Revaluation Unwinding of discount Other Exchange differences As at December 31, 2019 Analysis of total provisions: (in millions of Canadian dollars) Long-term Current ENVIRONMENTAL RESTORATION OBLIGATIONS NOTE ENVIRONMENTAL COSTS LEGAL CLAIMS SEVERANCES ONEROUS CONTRACT OTHERS TOTAL PROVISIONS 7 — — 5 5 17 — — 1 1 — (1) 18 16 — — — — 16 1 (1) 4 — — — 20 4 — (1) — — 3 — (1) — — — — 2 3 2 (3) — — 2 8 (5) — — 1 — 6 10 — (2) — 1 9 1 (2) — — — — 8 3 — (2) — — 1 — — — — (1) — — 2019 49 5 54 43 2 (8) 5 6 48 10 (9) 5 1 — (1) 54 2018 42 6 48 ENVIRONMENTAL RESTORATION The Corporation uses some landfill sites. A provision has been recognized at fair value for the costs to be incurred for the restoration of these sites. ENVIRONMENTAL COSTS An environmental provision is recorded when the Corporation has an obligation caused by its ongoing or abandoned operations. LEGAL CLAIMS In the normal course of operations, the Corporation is party to various legal actions and contingencies, mostly related to contract disputes, environmental and product warranty claims, and labour issues. While the final outcome with respect to legal actions outstanding or pending as at December 31, 2019 cannot be predicted with certainty, it is Management's opinion that the outcome will not have a material adverse effect on the Corporation's consolidated financial position, the results of its operations or its cash flows. The Corporation is currently working with representatives of the Ontario Ministry of the Environment (MOE) - Northern Region and Environment Canada - Great Lakes Sustainability Fund in Toronto regarding its potential responsibility for an environmental impact identified at its former Thunder Bay facility. Both authorities have requested that the Corporation look into a site management plan relating to the sediment quality adjacent to Thunder Bay's lagoon. Several meetings have been held during the past years with the MOE and Environment Canada and a management plan based on sediment dredging has been proposed by a third party consultant. Both governments are looking at this proposal with stakeholders to agree on this remediation action plan that would likely be implemented in the coming years. The Corporation has recorded an environmental reserve to address its estimated exposure for these matters. 88 99 Source of Possibilities NOTE 16 FINANCIAL INSTRUMENTS 16.1 FAIR VALUE OF FINANCIAL INSTRUMENTS The classification of financial instruments as at December 31, 2019 and 2018, along with the respective carrying amounts and fair values, is as follows: (in millions of Canadian dollars) NOTE CARRYING AMOUNT FAIR VALUE CARRYING AMOUNT FAIR VALUE 2019 2018 Financial assets at fair value through profit or loss Derivatives Equity investments Financial liabilities at fair value through profit or loss Derivatives Financial liabilities at amortized cost Long-term debt Derivatives designated as hedge Asset derivatives Liability derivatives 16.4 16.4 22 — (3) 22 — (3) 23 1 (12) 23 1 (12) (2,107) (2,159) (1,876) (1,871) 4 (10) 4 (10) 7 (24) 7 (24) 16.2 DETERMINING THE FAIR VALUE OF FINANCIAL INSTRUMENTS The fair value of a financial instrument is the amount of consideration that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants as at the measurement date. (i) The fair value of cash and cash equivalents, accounts receivable, notes receivable, bank loans and advances, trade and other payables and provisions approximate their carrying amounts due to their relatively short maturities. (ii) The fair value of investment in shares is based on observable market data and is quoted on the Toronto Stock Exchange and classified as level 1. (iii) The fair value of long-term debt and some other liabilities is based on observable market data and on the calculation of discounted cash flows. Discount rates were determined based on local government bond yields adjusted for the risks specific to each of the borrowings and for the credit market liquidity conditions and are classified as levels 1 and 3. 16.3 HIERARCHY OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE The following table presents information about the Corporation's financial assets and financial liabilities measured at fair value on a recurring basis as at December 31, 2019 and 2018 and indicates the fair value hierarchy of the Corporation's valuation techniques to determine such fair value. Three levels of inputs that may be used to measure fair value are: Level 1 - Quoted prices in active markets for identical assets or liabilities Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities Level 3 - Inputs that are generally unobservable and typically reflect Management's estimates of assumptions that market participants would use in pricing the asset or liability. (in millions of Canadian dollars) Financial assets Derivative financial assets Financial liabilities Derivative financial liabilities 100 CARRYING AMOUNT QUOTED PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL1) SIGNIFICANT OBSERVABLE INPUTS (LEVEL 2) SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3) 2019 — — — — 26 26 (13) (13) — — — — 26 26 (13) (13) 89 2019 Annual Report (in millions of Canadian dollars) Financial assets Equity investments Derivative financial assets Financial liabilities Derivative financial liabilities CARRYING AMOUNT QUOTED PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL1) SIGNIFICANT OBSERVABLE INPUTS (LEVEL 2) SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3) 2018 1 30 31 (36) (36) 1 — 1 — — — 30 30 (36) (36) — — — — — 16.4 FINANCIAL RISK MANAGEMENT The Corporation's activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The Corporation's overall risk management program focuses on the unpredictability of the financial market and seeks to minimize potential adverse effects on the Corporation's financial performance. The Corporation uses derivative financial instruments to hedge certain risk exposures. Risk management is carried out by a central treasury department and a management committee acting under policies approved by the Board of Directors. They identify, evaluate and hedge financial risks in close cooperation with the business units. The Board provides guidance for overall risk management, covering specific areas, such as foreign exchange risk, interest rate risk and credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity. Summary (in millions of Canadian dollars) ASSETS LIABILITIES 2019 RISK Currency risk Price risk Interest risk Other risk NOTE SHORT-TERM LONG-TERM TOTAL SHORT-TERM LONG-TERM TOTAL 16.4 A) (i) 16.4 A) (ii) 16.4 A) (iii) 16.4 iv) 5 4 1 — 10 — 16 — — 16 5 20 1 — 26 (2) (3) (2) (1) (8) (3) (1) (1) — (5) (in millions of Canadian dollars) ASSETS LIABILITIES RISK Currency risk Price risk Interest risk Other risk NOTE SHORT-TERM LONG-TERM TOTAL SHORT-TERM LONG-TERM 16.4 A) (i) 16.4 A) (ii) 16.4 A) (iii) 16.4 iv) 6 4 — — 10 — 19 1 — 20 6 23 1 — 30 (18) (2) (1) (1) (22) (12) — (2) — (14) A. MARKET RISK (i) Currency risk The Corporation operates internationally and is exposed to foreign exchange risks arising from various currencies as a result of its export of goods produced in Canada, the United States, France, Italy, Spain and Germany. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities, and net investments in foreign operations. These risks are partially covered by purchases and debt. 90 101 (5) (4) (3) (1) (13) 2018 TOTAL (30) (2) (3) (1) (36) Source of Possibilities The Corporation manages the foreign exchange exposure by entering into various foreign exchange forward contracts and currency option instruments related to anticipated sales, purchases, interest expense and repayment of long-term debt. Management has implemented a policy for managing foreign exchange risk against its functional currency. The Corporation's risk management policy is to hedge 25% to 90% of anticipated cash flows in each major foreign currency for the next twelve months and to hedge 0% to 75% for the subsequent twenty-four months. The Corporation may designate these foreign exchange forward contracts as a cash flow hedge of future anticipated sales, cost of sales, interest expense and repayment of long-term debt denominated in foreign currencies. Gains or losses from these derivative financial instruments designated as hedges are recorded in “Accumulated other comprehensive income” net of related income taxes and are reclassified to earnings as adjustments to sales, cost of sales, interest expense or foreign exchange loss (gain) on long-term debt in the period in which the respective hedged item affected earnings. In 2019, approximately 20% of sales from Canadian operations were made to the United States and 14% of sales from European operations were made in countries whose currencies were other than the euro. The following table summarizes the Corporation's commitments to buy and sell foreign currencies as at December 31, 2019 and 2018: EXCHANGE RATE MATURITY NOTIONAL AMOUNT (IN MILLIONS) FAIR VALUE (IN MILLIONS OF CANADIAN DOLLARS) 2019 1 — (4) (3) 3 — — — — — — Repayment of long-term debt and Net Investment Hedge Derivatives at fair value through profit or loss and classified in Foreign exchange loss (gain) on long-term debt: Currency option to buy € for CAN$ Currency option instruments to sell US$ for CAN$ Cross-currency swap US$ for CAN$ 1.4740 1.3290 1.3290 December 2020 € 4 to 49 July 2023 US$ 29 to 129 July 2023 US$ 102 145 Net investment hedge Cross-currency swap CAN$ for € 1.4740 December 2020 € Forecasted sales and purchases Derivatives at fair value through profit or loss and classified in Loss on derivative financial instruments: Foreign exchange forward contracts to buy € for US$ Currency option instruments to sell US$ for CAN$ Currency option instruments to buy € for US$ Currency option instruments to sell US$ for CAN$ 1.1215 1.3257 1.0985 1.3375 0 to 12 months € — 0 to 12 months US$ 30 to 53 0 to 12 months € 2 to 3 13 to 36 months US$ 5 to 10 102 91 2019 Annual Report EXCHANGE RATE MATURITY NOTIONAL AMOUNT (IN MILLIONS) FAIR VALUE (IN MILLIONS OF CANADIAN DOLLARS) 2018 Repayment of long-term debt Derivatives at fair value through profit or loss and classified in Foreign exchange loss (gain) on long-term debt: Currency option sold to sell US$ for CAN$ Currency option instruments to sell US$ for CAN$ Cross-currency swap US$ for CAN$ 1.0225 1.3290 1.3290 January 2020 US$ 200 July 2023 US$ 21 to 132 July 2023 US$ Net investment hedge Cross-currency swap CAN$ for € 1.4824 December 2019 € Forecasted sales and purchases Derivatives at fair value through profit or loss and classified in Loss on derivative financial instruments: Foreign exchange forward contracts to sell US$ for CAN$ Foreign exchange forward contracts to buy € for US$ Foreign exchange forward contracts to sell US$ for CAN$ Currency option instruments to sell US$ for CAN$ Currency option instruments to buy € for US$ Currency option instruments to sell US$ for CAN$ 1.3087 1.1653 1.3188 1.3395 1.0985 1.3269 0 to 12 months US$ 0 to 12 months € 13 to 36 months US$ 0 to 12 months US$ 33 to 50 0 to 12 months € 7 13 to 36 months US$ 33 to 68 102 145 15 2 15 — (6) (2) (8) (11) (1) — — (1) — (3) (5) (24) The fair values of foreign exchange forward contracts and currency options are determined using the discounted value of the difference between the value of the contract at expiry, calculated using the contracted exchange rate and the exchange rate the financial institution would use if it renegotiated the same contract under the same conditions as at the consolidated balance sheet date. The discount rates are adjusted for the credit risk of the Corporation or of the counterparty, as applicable. When determining credit risk adjustments, the Corporation considers master netting agreements, if applicable. In 2019, if the Canadian dollar had strengthened by $0.01 against the US dollar on average for the year with all other variables held constant, operating income before depreciation and amortization for the year would have been approximately $2 million lower. This is based on the net exposure of total US sales less US purchases of the Corporation's Canadian operations and operating income before depreciation and amortization of the Corporation's US operations, but excludes the effect of this change on the denominated working capital components. The interest expense would have remained relatively stable. In 2019, if the Canadian dollar had strengthened by $0.02 against the euro with all other variables held constant, operating income before depreciation and amortization for the year would have been approximately $1 million lower following the translation of operating income of the Corporation's European operations. CURRENCY RISK ON TRANSLATION OF SELF-SUSTAINING FOREIGN SUBSIDIARIES The Corporation has certain investments in foreign operations whose net assets are exposed to foreign currency translation risk. The Corporation may designate part of its long-term debt denominated in foreign currencies as a hedge of the net investment in self-sustaining foreign subsidiaries. Gains or losses resulting from the translation to Canadian dollars of long-term debt denominated in foreign currencies and designated as net investment hedges are recorded in “Accumulated other comprehensive income”, net of related income taxes. The table below shows the effect on consolidated equity of a 10% change in the value of the Canadian dollar against the US dollar and the euro as at December 31, 2019 and 2018. The calculation includes the effect of currency hedges of net investment in US foreign entities and assumes that no changes occurred other than a single currency exchange rate movement. The exposures used in the calculations are the foreign currency-denominated equity and the hedging level as at December 31, 2019 and 2018, with the hedging instruments being the long-term debt denominated in US dollars. 92 103 Source of Possibilities Consolidated Shareholders' equity: Currency effect before tax of a 10% change: (in millions of Canadian dollars) 10% change in the CAN$/US$ rate 10% change in the CAN$/euro rate BEFORE HEDGES HEDGES 71 17 71 15 2019 NET IMPACT — 2 BEFORE HEDGES HEDGES 82 19 82 17 2018 NET IMPACT — 2 (ii) Price risk The Corporation is exposed to commodity price risk on old corrugated containers, commercial pulp, electricity and natural gas. The Corporation uses derivative commodity contracts to help manage its production costs. The Corporation may designate these derivatives as cash flow hedges of anticipated purchases of raw material and energy. Gains or losses from these derivative financial instruments designated as hedges are recorded in “Accumulated other comprehensive income” net of related income taxes and are reclassified to earnings as adjustments to “Cost of sales” in the same period, as the respective hedged item affects earnings. The fair value of these contracts is as follows: QUANTITY MATURITY 2019 FAIR VALUE (IN MILLIONS OF CANADIAN DOLLARS) Forecasted purchases Derivatives designated as held for trading and reclassified in “Cost of sales” Electricity 39 420 MW 2020 Derivatives designated as cash flow hedges and reclassified in “Cost of sales” (effective portion) Natural gas: US portfolio 1 805 600 mmBtu 2020 to 2024 — (2) (2) Forecasted purchases Derivatives designated as held for trading and reclassified in “Cost of sales” Electricity Derivatives designated as cash flow hedges and reclassified in “Cost of sales” (effective portion) Natural gas: Canadian portfolio US portfolio QUANTITY MATURITY 2018 FAIR VALUE (IN MILLIONS OF CANADIAN DOLLARS) 39,420 MW 364,800 GJ 2019 2019 1,217,640 mmBtu 2019 to 2023 — — (1) (1) In 2013, the Corporation entered into an agreement to purchase steam. The agreement includes an embedded derivative and the fair value as at December 31, 2019 was an asset of $7 million (2018 - $8 million). Greenpac also has an agreement to purchase steam that includes an embedded derivative with a positive fair value of $13 million as at December 31, 2019 (2018 - $15 million). The fair value of derivative financial instruments other than options is established utilizing a discounted future expected cash flows method. Future expected cash flows are determined by reference to the forward price or rate prevailing on the assessment date of the underlying financial index (exchange or interest rate or commodity price) according to the contractual terms of the instrument. Future expected cash flows are discounted at an interest rate reflecting both the maturity of each flow and the credit risk of the party to the contract for which it represents a liability (subject to the application of relevant credit support enhancements). The fair value of derivative financial instruments that represent options is established utilizing similar methods that reflect the impact of the potential volatility of the financial index underlying the option on future expected cash flows. The table below shows the effect of changes in the price of old corrugated containers, natural gas and electricity as at December 31, 2019 and 2018. The calculation includes the effect of price hedges of these commodities and assumes that no changes occurred other than a single change in price. The exposures used in the calculations are the commodity consumption and the hedging level as at December 31, 2019 and 2018, with the hedging instruments being derivative commodity contracts. 104 93 2019 Annual Report Consolidated commodity consumption: Price change effect before tax: (in millions of Canadian dollars1) BEFORE HEDGES HEDGES NET IMPACT BEFORE HEDGES HEDGES NET IMPACT US$15/s.t. change in brown grades recycled paper price US$30/s.t. change in commercial pulp price US$1/mmBTU. change in natural gas price US$1/MWh change in electricity price 50 9 12 2 — — 2 — 50 9 10 2 49 10 12 2 — — 2 — 49 10 10 2 1 Sensitivity calculated with an exchange rate of 1.30 CAN$/US$ for 2019 and 1.36 CAN$/US$ for 2018. 2019 2018 (iii) Interest rate risk The Corporation has no significant interest-bearing assets. The Corporation's interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the Corporation to cash flow interest rate risk. Borrowings issued at fixed rates expose the Corporation to fair value interest rate risk. When appropriate, the Corporation analyzes its interest rate risk exposure. Various scenarios are simulated taking into consideration refinancing, renewal of existing positions, alternative financing and hedging. Based on these scenarios, the Corporation calculates the impact on earnings of a defined interest rate shift. For each simulation, the same interest rate shift is used for all currencies. The scenarios are run only for liabilities that represent the major interest-bearing positions. As at December 31, 2019, approximately 15% (2018 - 28%) of the Corporation's long-term debt was at variable rates. Based on the outstanding long-term debt as at December 31, 2019, the impact on interest expense of a 1% change in rate would be approximately $3 million (impact on net earnings is approximately $2 million). The Corporation holds interest rate swaps through RDM and Greenpac. RDM swaps are contracted to fix the interest rate on a notional amount of €59 million and are maturing from 2020 to 2024. Greenpac swaps are contracted to fix the interest rate on a notional amount of US$66 million maturing in 2020. Some of these swaps have decreasing notional amount to match expected debt level. Fair value of these agreements is a liability of $3 million as at December 31, 2019 (December 31, 2018 - $2 million). (iv) Loss (gain) on derivative financial instruments is as follows: (in millions of Canadian dollars) Unrealized loss (gain) on derivative financial instruments Realized gain on derivative financial instruments 2019 (2) — (2) 2018 9 (1) 8 B. CREDIT RISK Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial institutions. The Corporation reduces this risk by dealing with credit-worthy financial institutions. The Corporation is exposed to credit risk on the accounts receivable from its customers. In order to reduce this risk, the Corporation's credit policies include the analysis of the financial position of its customers and the regular review of their credit limits. In addition, the Corporation believes there is no particular concentration of credit risk due to the geographic diversity of customers and the procedures for the management of commercial risks. Derivative financial instruments include an element of credit risk should the counterparty be unable to meet its obligations. Trade receivables are recognized initially at fair value and are subsequently measured at amortized cost using the effective interest method, less loss allowance. An allowance for doubtful accounts of trade receivables is established when there is objective evidence that the Corporation will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter into bankruptcy or financial reorganization, and default or delinquency in payments are considered indicators that the trade receivable is impaired. Each trade receivable balance is evaluated separately to identify impairment. The amount of the allowance for doubtful accounts represents the estimated credit loss. The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recorded in the consolidated statement of earnings in “Selling and administrative expenses”. When a trade receivable is not collectible, it is written off against the loss allowance. Subsequent recoveries of amounts previously written off are credited against “Selling and administrative expenses” in the consolidated statement of earnings. Loans and notes receivables from business disposals are recognized at fair value. There is no past due amount as at December 31, 2019. 94 105 Source of Possibilities C. LIQUIDITY RISK Liquidity risk is the risk that the Corporation will not be able to meet its obligations as they fall due. The following are the contractual maturities of financial liabilities as at December 31, 2019 and 2018: (in millions of Canadian dollars) Non-derivative financial liabilities: Bank loans and advances Trade and other payables Revolving credit facility Term loan Unsecured senior notes Lease obligations of subsidiaries Other debts of subsidiaries Lease obligations without recourse to the Corporation Other debts without recourse to the Corporation Derivative financial liabilities (in millions of Canadian dollars) Non-derivative financial liabilities: Bank loans and advances Trade and other payables Revolving credit facility Term loan Unsecured senior notes Lease obligations of subsidiaries Other debts of subsidiaries Lease obligations without recourse to the Corporation Other debts without recourse to the Corporation Derivative financial liabilities CARRYING AMOUNT CONTRACTUAL CASH FLOWS LESS THAN ONE YEAR BETWEEN ONE AND TWO YEARS BETWEEN TWO AND FIVE YEARS 11 788 123 221 1,280 153 39 35 272 13 11 788 139 279 1,739 207 40 37 275 13 11 788 5 15 68 36 8 12 32 8 2,935 3,528 983 — — 5 15 68 31 8 10 187 2 326 — — 129 46 449 56 22 9 55 3 769 2019 MORE THAN FIVE YEARS — — — 203 1,154 84 2 6 1 — 1,450 2018 CARRYING AMOUNT CONTRACTUAL CASH FLOWS LESS THAN ONE YEAR BETWEEN ONE AND TWO YEARS BETWEEN TWO AND FIVE YEARS Adjusted, Note 5 MORE THAN FIVE YEARS 16 781 86 239 1,068 93 36 2 362 36 16 781 100 305 1,244 143 43 2 363 36 16 781 4 18 59 15 6 1 37 22 — — 4 18 60 12 8 1 34 4 — — 92 55 1,125 27 22 — 273 10 — — — 214 — 89 7 — 19 — 2,719 3,033 959 141 1,604 329 As at December 31, 2019, the Corporation had unused credit facilities of $729 million (December 31, 2018 - $766 million), net of outstanding letters of credit of $27 million (December 31, 2018 - $23 million). D. OTHER RISK FACTORING OF ACCOUNTS RECEIVABLE The Corporation sells its accounts receivable from one of its European subsidiaries through a factoring contract with a financial institution. The Corporation uses factoring of accounts receivable as a source of financing by reducing its working capital requirements. When the accounts receivable are sold, the Corporation removes them from the balance sheet, recognizes the amount received as the consideration for the transfer and records a loss on factoring, which is included in “Financing expense”. As at December 31, 2019, the off-balance sheet impact of the factoring of accounts receivable amounted to $42 million (€29 million). The Corporation expects to continue to sell accounts receivable on an ongoing basis. Should it decide to discontinue this contract, its working capital and bank debt requirements would increase. STOCK-BASED COMPENSATION In 2019, the Corporation entered into an agreement to hedge the share price volatility related to its Deferred Share Units and Performance Share Unit plans. As at December 31, 2019, the agreement's notional amount was 566,000 shares at a price of $12.44 (December 31, 2018 - notional amount : 566,000, shares price: $12.15). The fair value as at December 31, 2019 was a liability of $1 million (December 31, 2018 - liability: $1 million). 106 95 2019 Annual Report NOTE 17 OTHER LIABILITIES (in millions of Canadian dollars) Employee future benefits Greenpac equity holder put option Consideration payable for the purchase of the CDPQ participation in Greenpac Other Less: Current portion NOTE 18 8 2019 179 — 120 28 327 (129) 198 2018 170 76 — 35 281 (79) 202 In 2019, the balance on the line “other” includes an amount of $3 million pertaining to a call option granted by the Corporation to one of the minority shareholder of Falcon Packaging LLC. NOTE 18 EMPLOYEE FUTURE BENEFITS The Corporation operates various post-employment plans, including both defined benefit and defined contribution pension plans and post- employment benefit plans, such as retirement allowance, group life insurance and medical and dental plans. The table below outlines where the Corporation’s post-employment amounts and activity are included in the consolidated financial statements. (in millions of Canadian dollars) Consolidated balance sheet obligations for Defined pension benefits Post-employment benefits other than defined benefit pension plans Net long-term liabilities on consolidated balance sheet Expenses recorded in consolidated statement of earnings for Defined pension benefits Defined contribution benefits Post-employment benefits other than defined benefit pension plans Consolidated other comprehensive income remeasurements for Defined pension benefits Post-employment benefits other than defined benefit pension plans NOTE 18(a) 18(b) 18(a) 18(b) 2019 47 103 150 7 24 6 37 (5) 8 3 2018 55 99 154 8 22 6 36 19 (3) 16 A. DEFINED BENEFIT PENSION PLANS The Corporation offers funded and unfunded defined benefit pension plans, defined contribution pension plans and group RRSPs that provide retirement benefit payments for most of its employees. The defined benefit pension plans are usually contributory and are based on the number of years of service and, in most cases, the average salaries or compensation at the end of a career. Retirement benefits are not partially adjusted based on inflation. The majority of benefit payments are payable from trustee administered funds; however, for the unfunded plans, the Corporation meets the benefit payment obligation as it falls due. Plan assets held in trusts are governed by local regulations and practices in each country. Responsibility for governance of the plans - overseeing all aspects of the plans, including investment decisions and contribution schedules - lies with the Corporation. The Corporation has established Investment Committees to assist in the management of the plans and has also appointed experienced, independent professional experts such as investments managers, investment consultants, actuaries and custodians. 96 107 Source of Possibilities The movement in the net defined benefit obligation and fair value of plan assets of defined benefit pension plans over the year is as follows: (in millions of Canadian dollars) As at January 1, 2018 Current service cost Interest expense (income) Impact on consolidated profit or loss Remeasurements Return on plan assets, excluding amounts included in interest expense Gain from change in financial assumptions Experience loss Change in asset ceiling, excluding amounts included in interest expense Impact of remeasurements on consolidated other comprehensive income (loss) Exchange differences Contributions Employers Plan participants Benefit payments As at December 31, 2018 Current service cost Interest expense (income) Impact on consolidated profit or loss Remeasurements Return on plan assets, excluding amounts included in interest income Loss from change in financial assumptions Experience loss Change in asset ceiling, excluding amounts included in interest expense Impact of remeasurements on consolidated other comprehensive income (loss) Exchange differences Contributions Employers Plan participants Benefit payments As at December 31, 2019 PRESENT VALUE OF OBLIGATION FAIR VALUE OF PLAN ASSETS 508 6 16 22 — (22) 1 — (21) 1 — 1 (31) 480 5 17 22 — 42 1 — 43 (2) — 1 (31) 513 (472) — (14) (14) 20 — — — 20 (1) (8) (1) 31 (445) — (16) (16) (35) — — — (35) — (8) (1) 31 (474) IMPACT OF MINIMUM FUNDING REQUIREMENT (ASSET CEILING) — TOTAL 36 TOTAL 36 6 2 8 20 (22) 1 — (1) — (8) — — 35 5 1 6 (35) 42 1 — 8 (2) (8) — — 39 — — — — — — 20 20 — — — — 20 — 1 1 — — — (13) (13) — — — — 8 6 2 8 20 (22) 1 20 19 — (8) — — 55 5 2 7 (35) 42 1 (13) (5) (2) (8) — — 47 108 97 2019 Annual Report The defined benefit obligation and plan assets are composed by country as follows: (in millions of Canadian dollars) Present value of funded obligations Fair value of plan assets Deficit (surplus) of funded plans Impact of minimum funding requirement (asset ceiling) Present value of unfunded obligations Liabilities on consolidated balance sheet (in millions of Canadian dollars) Present value of funded obligations Fair value of plan assets Deficit (surplus) of funded plans Impact of minimum funding requirement (asset ceiling) Present value of unfunded obligations Liabilities on consolidated balance sheet The significant actuarial assumptions are as follows: CANADA UNITED STATES EUROPE 435 466 (31) 8 36 13 10 7 3 — — 3 — — — — 31 31 CANADA UNITED STATES EUROPE 408 438 (30) 20 35 25 9 7 2 — — 2 2019 — — — — 28 28 2019 TOTAL 445 473 (28) 8 67 47 2018 TOTAL 417 445 (28) 20 63 55 2018 Discount rate obligation (ending period) Discount rate obligation (beginning period) Discount rate (current service cost) Salary growth rate Inflation rate CANADA UNITED STATES EUROPE CANADA UNITED STATES EUROPE 3.10% 3.80% 3.20% Between 2.25% and 2.75% 2.25% 2.90% 3.90% 2.90% N/A 0.90% 1.90% 0.90% N/A N/A 1.75% 3.80% 3.40% 3.90% Between 2.00% and 2.75% 2.25% 3.90% 3.30% 3.90% N/A 1.90% 1.60% 1.90% N/A N/A 1.75% Assumptions regarding future mortality are set based on actuarial advice in accordance with published statistics and experience in each territory. For Canadian pension plans, which represent 92% of all pension plans, these assumptions translate into an average life expectancy in years for a pensioner retiring at age 65: Retiring at the end of the reporting period Male Female Retiring 20 years after the end of the reporting period Male Female 2019 21.8 24.2 22.9 25.2 2018 21.8 24.2 22.8 25.1 The sensitivity of the Canadian defined benefit obligation to changes in assumptions is set out below. The effects on each plan of a change in an assumption are weighted proportionately to the total plan obligations to determine the total impact for each assumption presented. Discount rate Salary growth rate Life expectancy IMPACT ON DEFINED BENEFIT OBLIGATION CHANGE IN ASSUMPTION INCREASE IN ASSUMPTION DECREASE IN ASSUMPTION 0.25% 0.25% (3.00)% 0.40 % 3.10 % (0.30)% INCREASE / DECREASE BY ONE YEAR IN ASSUMPTION 3.00% 109 98 Source of Possibilities Plan assets, which are funding the Corporation’s defined pension plans, are comprised as follows: (in millions of Canadian dollars) Cash and short-term investments Bonds Canadian bonds Shares Canadian shares Foreign shares Mutual funds Money market funds Foreign bond mutual funds Canadian equity mutual funds Foreign equity mutual funds Alternative investments funds Other Insured annuities (in millions of Canadian dollars) Cash and short-term investments Bonds Canadian bonds Shares Canadian shares Foreign shares Mutual funds Foreign bond mutual funds Canadian equity mutual funds Foreign equity mutual funds Alternative investments funds Other Insured annuities LEVEL 1 LEVEL 2 LEVEL 3 4 84 28 5 33 — — 7 — — 7 — — 128 — 51 — — — 1 7 1 42 25 76 219 219 346 — — — — — — — — — — — — — — LEVEL 1 LEVEL 2 LEVEL 3 5 70 24 4 28 — 5 — — 5 — — 108 — 52 — — — 6 1 35 24 66 219 219 337 — — — — — — — — — — — — — TOTAL 4 2019 % 0.8% 135 28.5% 28 5 33 1 7 8 42 25 83 219 219 474 TOTAL 5 7.0% 17.5% 46.2% 2018 % 1.1% 122 27.4% 24 4 28 6 6 35 24 71 219 219 445 6.3% 16.0% 49.2% The plan assets include shares of the Corporation for an amount of less than $1 million. These shares were bought by one of the asset managers. Annual benefit annuities of an approximate value of $219 million are pledged by insurance contracts. 110 99 2019 Annual Report B. POST-EMPLOYMENT BENEFITS OTHER THAN DEFINED BENEFIT PENSION PLANS The Corporation also offers its employees some post-employment benefit plans, such as retirement allowance, group life insurance and medical and dental plans. However, these benefits, other than pension plans, are not funded. Furthermore, the medical and dental plans upon retirement are being phased out and are no longer offered to the majority of new retirees and the retirement allowance is not offered to the majority of employees hired after 2002. The amounts recognized in the consolidated balance sheet composed by country are determined as follows: (in millions of Canadian dollars) Present value of unfunded obligations Liabilities on consolidated balance sheet CANADA UNITED STATES EUROPE 77 77 4 4 22 22 (in millions of Canadian dollars) Present value of unfunded obligations Liabilities on consolidated balance sheet CANADA UNITED STATES EUROPE 71 71 4 4 24 24 The movement in the net defined benefit obligation for post-employment benefits over the year is as follows: (in millions of Canadian dollars) As at January 1, 2018 Current service cost Interest expense Business acquisitions, disposals and closures Impact on consolidated profit or loss Remeasurements Gain from change in financial assumptions Experience loss Impact of remeasurements on consolidated other comprehensive income (loss) Exchange differences Benefit payments As at December 31, 2018 Current service cost Interest expense Plan changes Impact on consolidated profit or loss Remeasurements Loss from change in financial assumptions Experience loss Impact of remeasurements on consolidated other comprehensive income (loss) Exchange differences Benefit payments As at December 31, 2019 PRESENT VALUE OF OBLIGATION 101 2 3 1 6 (4) 1 (3) 1 (6) 99 2 3 1 6 6 2 8 (2) (8) 103 FAIR VALUE OF PLAN ASSET — — — — — — — — — — — — — — — — — — — — — 2019 TOTAL 103 103 2018 TOTAL 99 99 TOTAL 101 2 3 1 6 (4) 1 (3) 1 (6) 99 2 3 1 6 6 2 8 (2) (8) 103 The method of accounting, assumptions relating to discount rate and life expectancy, and the frequency of valuations for post-employment benefits are similar to those used for defined benefit pension plans, with the addition of actuarial assumptions relating to the long-term increase in health care costs of 4.89% a year on average (2018 - 4.50%). 100 111 Source of Possibilities The sensitivity of the defined benefit obligation to changes in assumptions is set out below. The effects on each plan of a change in an assumption are weighted proportionately to the total plan obligations to determine the total impact for each assumption presented. Discount rate Salary growth rate Health care cost increase Life expectancy IMPACT ON OBLIGATION FOR POST-EMPLOYMENT BENEFITS CHANGE IN ASSUMPTION INCREASE IN ASSUMPTION DECREASE IN ASSUMPTION 0.25% 0.25% 1.00% (2.20)% 0.60 % 2.00 % 2.50 % 0.60 % (1.70)% INCREASE / DECREASE BY ONE YEAR IN ASSUMPTION 0.80% C. RISKS AND OTHER CONSIDERATIONS RELATIVE TO POST-EMPLOYMENT BENEFITS Through its defined benefit plans, the Corporation is exposed to a number of risks, the most significant of which are detailed below. Asset volatility The plan liabilities are calculated using a discount rate set with reference to corporate bond yields and if plan assets underperform this yield, it will create an experience loss. Most of pension plans hold a proportion of equities, which are expected to outperform corporate bonds in the long term while contributing volatility and risk in the short term. The Corporation intends to reduce the level of investment risk by investing more in assets that better match the liabilities when the financial situation of the plans improves and/or the rate of return on bonds used for solvency valuations increases. As at December 31, 2019, 66% of the plan's invested assets are in bonds. As at December 31, 2019, the total value of insured annuities is $219 million. However, the Corporation believes that due to the long-term nature of the plan liabilities and the strength of the supporting group, a level of continuing equity investment is an appropriate element of the Corporation’s long-term strategy to manage the plans efficiently. Plan assets are diversified, so the failure of an individual stock would not have a big impact on the plan assets taken as a whole. The pension plans do not face a significant currency risk. Changes in bond yields A decrease in corporate bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the plans’ bond holdings, particularly for plans in a good financial position that have a greater proportion of bonds. Inflation risk The benefits paid are not indexed. Only future benefits for active members are based on salaries. Therefore, this risk is not significant. Life expectancy The majority of the plans’ obligations are to provide benefits for the member's lifetime, so increases in life expectancy will result in an increase in the plans’ liabilities. Each sensitivity analysis disclosed in this note is based on changing one assumption while holding all other assumptions constant. In practice, this is unlikely to occur and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to variations in significant actuarial assumptions, the same method (present value of the defined benefit obligation calculated using the projected unit credit method at the end of the reporting period) has been applied as for calculating the liability recognized in the consolidated balance sheet. As at December 31, 2019, the aggregate net surplus of the Corporation’s funded pension plans (mostly in Canada) amounted to $28 million (a surplus of $28 million as at December 31, 2018). Current agreed expected service contributions amount to $4 million and will be made in the normal course of business. As for the cash flow requirement, these pension plans are expected to require a net contribution of approximately $4 million in 2020. The weighted average duration of the defined benefit obligation is 11 years (2018 - 12 years). 112 101 2019 Annual Report Expected maturity analysis of undiscounted pension and other post-employment benefits: (in millions of Canadian dollars) Pension benefits Post-employment benefits other than defined benefit pension plans As at December 31, 2019 ONE YEAR TWO YEARS 32 6 38 33 6 39 BETWEEN THREE AND FIVE YEARS 97 BETWEEN SIX AND TEN YEARS 675 21 118 84 759 TOTAL 837 117 954 These amounts represent all the benefits payable to current members during the following years and thereafter without limitations. The majority of benefit payments are payable from trustee administered funds. The difference will come from future investment returns expected on plan assets and future contributions that will be made by the Corporation for services rendered after December 31, 2019. NOTE 19 INCOME TAXES a. The provision for income taxes is as follows: (in millions of Canadian dollars) Current taxes Deferred taxes 2019 21 (2) 19 2018 Adjusted, Note 5 22 26 48 b. The provision for income taxes based on the effective income tax rate differs from the provision for income taxes based on the combined basic rate for the following reasons: (in millions of Canadian dollars) Provision for income taxes based on the combined basic Canadian and provincial income tax rate Adjustment for income taxes arising from the following: Difference in statutory income tax rate of foreign operations Prior years reassessment Reversal of deferred tax assets on tax losses Permanent differences Change in deferred income tax assets relating to capital tax losses Change in temporary differences Other Provision for income taxes 2019 2018 Adjusted, Note 5 31 (2) 3 — (3) (11) 3 (2) (12) 19 37 (1) 2 3 (1) 8 — — 11 48 Weighted average income tax rate for the year ended December 31, 2019 was 25.5% (2018 - 25.8%). c. The provision for (recovery of) income taxes relating to components of consolidated other comprehensive income is as follows: (in millions of Canadian dollars) Foreign currency translation related to hedging activities Cash flow hedge Actuarial loss on post-employment benefit obligations Recovery of income taxes 2019 2018 (1) — (1) (2) (4) 2 (4) (6) 102 113 Source of Possibilities d. The analysis of deferred tax assets and deferred tax liabilities, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows: (in millions of Canadian dollars) Deferred income tax assets: Deferred income tax assets to be recovered after more than twelve months Deferred income tax liabilities: Deferred income tax liabilities to be used after more than twelve months Deferred income tax assets Deferred income tax liabilities Net deferred income tax on consolidated balance sheet The movement of the deferred income tax account is as follows: (in millions of Canadian dollars) Balance at beginning of year Through consolidated statement of earnings Variance of income tax credit, net of related income tax Through consolidated statement of comprehensive income Through business combinations Acquisition of non controlling interest IFRS 16 adjustment Others Exchange differences Balance at end of year 2019 2018 312 356 (44) 153 197 (44) 228 295 (67) 134 201 (67) NOTE 2019 2018 Adjusted, Note 5 5 3 (67) 2 11 2 (7) 8 3 (2) 6 (44) (37) (27) 5 6 (5) — — — (9) (67) The movement in deferred income tax assets and liabilities during the year, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows: DEFERRED INCOME TAX ASSET (in millions of Canadian dollars) NOTE RECOGNIZED TAX BENEFIT ARISING FROM INCOME TAX LOSSES EMPLOYEE FUTURE BENEFITS EXPENSE ON RESEARCH UNUSED TAX CREDITS FINANCIAL INSTRUMENTS AND OTHER LIABILITIES FOREIGN EXCHANGE LOSS ON LONG-TERM DEBT LONG TERM DEBT FINANCE LEASES OTHERS As at January 1, 2018 Through consolidated statement of earnings Variance of income tax credit Through consolidated statement of comprehensive income As at December 31, 2018 Through consolidated statement of earnings Variance of income tax credit Through consolidated statement of comprehensive income Through business combinations Acquisition of non-controlling interest IFRS 16 adjustment Others As at December 31, 2019 5 3 134 (29) — — 105 27 — — — — — — 132 21 2 — 4 27 1 — (1) — — — — 27 114 39 (2) 5 — 42 (1) 11 — — — — — 52 5 — — — 5 5 — — — — — — 10 103 1 3 — (2) 2 7 — — — (1) — — 8 2 (6) — 4 — — — — — — — — — — — — — — 28 — 5 (6) 9 3 (1) 38 21 26 — — 47 (2) — — — — — 45 TOTAL 223 (6) 5 6 228 65 11 4 (6) 8 3 (1) 312 2019 Annual Report DEFERRED INCOME TAX LIABILITIES (in millions of Canadian dollars) As at January 1, 2018 Through consolidated statement of earnings Through business combinations Exchange differences As at December 31, 2018 Through consolidated statement of earnings Through consolidated statement of comprehensive income Through business combinations Others Exchange differences As at December 31, 2019 PROPERTY, PLANT AND EQUIPMENT FOREIGN EXCHANGE LOSS ON LONG- TERM DEBT NOTE INTANGIBLE ASSETS INVESTMENTS OTHERS TOTAL 5 5 205 1 5 9 220 71 — 1 — (6) 286 — 2 — — 2 (2) 2 — — 2 51 5 — — 56 (7) — — — — 49 3 13 — — 16 1 — — — — 17 1 — — — 1 — — — 1 — 2 260 21 5 9 295 63 2 1 1 (6) 356 When taking into consideration the offsetting of balances within the same tax jurisdiction, the net deferred tax liability of $44 million is presented on the consolidated balance sheet as $153 million of “Deferred income tax asset” amounts and $197 million of “Deferred income tax liabilities”. e. The Corporation has recognized accumulated losses for income tax purposes amounting to approximately $477 million, which may be carried forward to reduce taxable income in future years. The future tax benefit of $132 million resulting from the deferral of these losses has been recognized in the accounts as a deferred income tax asset. Deferred income tax assets are recognized for tax loss carry forward to the extent that the realization of the related tax benefits through future taxable profits is probable. NOTE 20 CAPITAL STOCK A. CAPITAL MANAGEMENT Capital is defined as long-term debt, bank loans and advances net of cash and cash equivalents and Shareholders' equity, which includes capital stock. (in millions of Canadian dollars) Cash and cash equivalents Bank loans and advances Long-term debt, including current portion Total equity Total capital 2019 (155) 11 2,107 1,963 1,666 3,629 2018 Adjusted, Note 5 (123) 16 1,876 1,769 1,686 3,455 The Corporation's objectives when managing capital are: • • • • to safeguard the Corporation's ability to continue as a going concern in order to provide returns to Shareholders; to maintain an optimal capital structure and reduce the cost of capital; to make proper capital investments that are significant to ensure that the Corporation remains competitive; and to redeem common shares based on an annual redemption program. The Corporation sets the amount of capital in proportion to risk. The Corporation manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Corporation may adjust the amount of dividends paid to Shareholders, return capital to Shareholders, issue new shares and acquire or sell assets to improve its financial performance and flexibility. 104 115 Source of Possibilities The Corporation monitors capital on a monthly and quarterly basis based on different financial ratios and non-financial performance indicators. Also, the Corporation must conform to certain financial ratios under its various credit agreements. These ratios are calculated on an adjusted consolidated basis of restricted subsidiaries only. These are a maximum ratio of funded debt to capitalization of 65% and a minimum interest coverage ratio of 2.25x. The Corporation must also comply with a consolidated interest coverage ratio to incur additional debt. Funded debt is defined as liabilities as per the consolidated balance sheet, including guarantees and liens granted in respect of funded debt of another person but excluding other long-term liabilities, trade accounts payable, obligations under operating leases and other accrued obligations (2019 - $1,782 million; 2018 - $1,549 million). The capitalization ratio is calculated as “Shareholders' equity” as shown in the consolidated balance sheet plus the funded debt. Shareholders' equity is adjusted to add back the effect of IFRS adjustments as at December 31, 2010 in the amount of $208 million. The interest coverage ratio is defined as operating income before depreciation and amortization (OIBD) to financing expense. The OIBD is defined as net earnings of the last four quarters plus financing expense, income taxes, amortization and depreciation, expense for stock options and dividends received from a person who is not a credit party (2019 - $398 million; 2018 - $321 million). Excluded from net earnings are the share of results of equity investments and gains or losses from non-recurring items. Financing expense is calculated as interest and financial charges determined in accordance with IFRS plus any capitalized interest, but excluding the amortization of deferred financing costs, up-front and financing costs and unrealized gains or losses arising from hedging agreements. It also excludes any gains or losses on the translation of long-term debt denominated in a foreign currency. The consolidated interest coverage ratio to incur additional debt is calculated as defined in the Senior notes indentures dated May 19, 2015 and November 26, 2019. As at December 31, 2019, the funded debt-to-capitalization ratio stood at 51.21% and the interest coverage ratio was 4.45x. The Corporation is in compliance with the ratio requirements of its lenders. The Corporation's credit facility is subject to terms and conditions for loans of this nature, including limits on incurring additional indebtedness and granting liens or selling assets without the consent of the lenders. The unsecured senior notes are subject to customary covenants restricting the Corporation's ability to, among other things, incur additional debt, pay dividends and make other restricted payments as defined in the Indentures dated May 19, 2015 and November 26, 2019. The Corporation historically invests between $150 million and $250 million annually on purchases of property, plant and equipment, excluding major strategic projects. These amounts are carefully reviewed during the course of the year in relation to operating results and strategic actions approved by the Board of Directors. These investments, combined with annual maintenance, enhance the stability of the Corporation's business units and improve cost competitiveness through new technology and improved process procedures. The Corporation has an annual share redemption program in place to redeem its outstanding common shares when the market price is judged appropriate by Management. In addition to limitations on the normal course issuer bid, the Corporation's ability to redeem common shares is limited by its senior notes indenture. ISSUED AND OUTSTANDING B. The authorized capital stock of the Corporation consists of an unlimited number of common shares without nominal value and an unlimited number of Class A and B shares issuable in series without nominal value. Over the past two years, the common shares have fluctuated as follows: Balance at beginning of year Common shares issued on exercise of stock options Redemption of common shares Balance at end of year NOTE 20(d) 20(c) NUMBER OF COMMON SHARES IN MILLIONS OF CANADIAN DOLLARS NUMBER OF COMMON SHARES IN MILLIONS OF CANADIAN DOLLARS 2019 2018 94,163,515 1,048,434 (966,654) 94,245,295 490 6 (5) 491 94,987,958 714,937 (1,539,380) 94,163,515 492 6 (8) 490 C. REDEMPTION OF COMMON SHARES In 2019, in the normal course of business, the Corporation renewed its redemption program of a maximum of 1,878,456 common shares with the Toronto Stock Exchange, said shares representing approximately 2% of issued and outstanding common shares. The redemption authorization is valid from March 19, 2019 to March 18, 2020. In 2019, the Corporation redeemed 966,654 common shares under this program for an amount of $9 million (2018 - $20 million for 1,539,380 common shares). D. COMMON SHARE ISSUANCE The Corporation issued 1,048,434 common shares upon the exercise of options for an amount of $5 million (2018 - $5 million for 714,937 common shares issued). 116 105 2019 Annual Report E. NET EARNINGS PER COMMON SHARE The basic and diluted net earnings per common share are calculated as follows: Net earnings available to common shareholders (in millions of Canadian dollars) Weighted average number of basic common shares outstanding (in millions) Weighted average number of diluted common shares outstanding (in millions) Basic net earnings per common share (in Canadian dollars) Diluted net earnings per common share (in Canadian dollars) 2019 69 94 96 0.74 $ 0.73 $ 2018 Adjusted, Note 5 57 95 97 0.60 0.56 $ $ As at December 31, 2019, 543,676 stock options have an antidilutive effect (2018 - 400,691). As of February 26, 2020, no common share had been redeemed by the Corporation since the beginning of the 2020 financial year. F. DETAILS OF DIVIDENDS DECLARED PER COMMON SHARE ARE AS FOLLOWS: Dividends declared per common share (in Canadian dollars) $ 2019 0.24 $ 2018 0.16 NOTE 21 STOCK-BASED COMPENSATION a. Under the terms of a share option plan adopted on December 15, 1998, amended on March 15, 2013, and approved by Shareholders on May 8, 2013, a remaining balance of 1,741,007 common shares is specifically reserved for issuance to officers and key employees of the Corporation. Each option will expire at a date not to exceed 10 years following the grant date of the option. The exercise price of an option shall not be lower than the market value of the share at the date of grant, determined as the average of the closing price of the share on the Toronto Stock Exchange on the five trading days preceding the date of grant. The terms for exercising the options are 25% of the number of shares under option within twelve months after the first anniversary date of grant, and up to an additional 25% every twelve months after the second, third and fourth anniversaries of grant date. Options cannot be exercised if the market value of the share at exercise date is lower than the book value at the date of grant. Options exercised are settled in shares. The stock-based compensation cost related to these options amounted to $1 million in 2019 (2018 - $1 million). Changes in the number of options outstanding as at December 31, 2019 and 2018 are as follows: Balance at beginning of year Granted Exercised Forfeited Balance at end of year Options vested - at end of year NUMBER OF OPTIONS 2019 WEIGHTED AVERAGE EXERCISE PRICE ($) NUMBER OF OPTIONS 2018 WEIGHTED AVERAGE EXERCISE PRICE ($) 4,409,358 200,354 (1,048,434) (84,982) 3,476,296 3,005,435 6.45 11.97 4.43 11.96 7.24 6.46 4,990,120 175,749 (714,937) (41,574) 4,409,358 3,807,511 6.35 12.39 7.00 10.79 6.45 5.66 The weighted average share price at the time of exercise of the options was $11.25 (2018 - $12.89). 106 117 Source of Possibilities The following options were outstanding as at December 31, 2019: YEAR GRANTED NUMBER OF OPTIONS OPTIONS OUTSTANDING WEIGHTED AVERAGE EXERCISE PRICE ($) NUMBER OF OPTIONS OPTIONS EXERCISABLE WEIGHTED AVERAGE EXERCISE PRICE ($) 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 346,795 415,563 715,098 407,818 401,835 356,091 289,420 199,652 150,459 193,565 3,476,296 6.43 6.26 4.46 5.18 6.10 7.66 9.75 14.28 12.39 11.97 346,795 415,563 715,098 407,818 401,835 356,091 222,387 102,245 37,603 — 3,005,435 6.43 6.26 4.46 5.18 6.10 7.66 9.75 14.28 12.39 — EXPIRATION DATE 2020 2020 - 2021 2020 - 2022 2020 - 2023 2020 - 2024 2020 - 2025 2020 - 2026 2021 - 2027 2028 2029 FAIR VALUE OF THE SHARE OPTIONS GRANTED Options were priced using the Black-Scholes option pricing model. Expected volatility is based on the historical share price volatility over the past six years. The following weighted average assumptions were used to estimate the fair value of $3.17 (2018 - $3.91) as at the date of grant of each option issued to employees: Grant date share price Exercise price Risk-free interest rate Expected dividend yield Expected life of options Expected volatility $ $ 2019 12.03 11.97 $ $ 1.5% 2.66% 6 years 35% 2018 12.57 12.39 2.3% 1.27% 6 years 32% b. The Corporation offers its Canadian employees a share purchase plan for its common shares. Employees can voluntarily contribute up to a maximum of 5% of their salary and, if certain conditions are met, the Corporation will contribute 25% of the employee's contribution to the plan. The shares are purchased on the market on a predetermined date each month. For the year ended December 31, 2019, the Corporation's contribution to the plan amounted to $1 million (2018 - $1 million). c. The Corporation has a Performance Share Unit (PSU) Plan for the benefit of officers and key employees, allowing them to receive a portion of their annual compensation in the form of PSUs. A PSU is a notional unit equivalent in value to the Corporation's common share. Periodically, the number of PSUs forming part of the award shall be adjusted depending upon the three-year average return on capital employed of the Corporation (ROCE). Such adjusted number shall be obtained by multiplying the number of PSUs forming part of the award by the applicable multiplier based on the ROCE level. Participants are entitled to receive the payment of their PSUs in the form of cash based on the average price of the Corporation's common shares as traded on the open market during the five days before the vesting date. The PSUs vest over a period of two years starting on the award date. The expense and the related liability are recorded during the vesting period. The liability is adjusted periodically to reflect any variation in the market value of the common shares, the expected average ROCE and the passage of time. As at December 31, 2019, the Corporation had a total of 573,372 PSUs outstanding (2018 - 520,070 PSUs), for a fair value of less than $1 million (2018 - less than $1 million). In 2019, the Corporation made no payments in relation to PSUs (2018 - $2 million). d. The Corporation has a Deferred Share Unit Plan for the benefit of its external directors, officers and key employees, allowing them to receive all or a portion of their annual compensation in the form of Deferred Share Units (DSUs). A DSU is a notional unit equivalent in value to the Corporation's common share. Upon resignation from the Board of Directors, participants are entitled to receive the payment of their cumulated DSUs in the form of cash based on the average price of the Corporation's common shares as traded on the open market during the five days before the date of the participant's resignation. The DSU expense and the related liability are recorded at the grant date. The liability is adjusted periodically to reflect any variation in the market value of the common shares. As at December 31, 2019, the Corporation had a total of 607,193 DSUs outstanding (2018 - 409,757 DSUs), representing a liability of $9 million (2018 - $6 million). On January 15, 2020, the Corporation issued 78,777 DSUs. 118 107 2019 Annual Report NOTE 22 ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (in millions of Canadian dollars) Year ended December 31, 2018 Opening net book amount Other comprehensive income Closing net book amount Year ended December 31, 2019 Other comprehensive loss Closing net book amount NOTE 23 REVENUE Information by geographic segment is as follows: (in millions of Canadian dollars) Packaging Products Containerboard Boxboard Europe Specialty Products Intersegment sales Tissue Papers Intersegment sales and Corporate Activities Canada 2018 2019 United States 2019 2018 2019 1,079 1,118 — 136 (13) — 125 (12) 1,202 1,231 257 129 372 163 1,588 1,766 746 — 304 (1) 1,049 1,242 5 2,296 720 — 164 (2) 882 980 17 1,879 — 309 2 — 311 — — 311 Italy 2018 — 313 2 — 315 — — 315 NOTE 24 COST OF SALES BY NATURE (in millions of Canadian dollars) Raw materials Wages and employee benefits expenses Energy Delivery Depreciation and amortization Other SELLING AND ADMINISTRATIVE EXPENSES BY NATURE (in millions of Canadian dollars) Wages and employee benefits expenses Information technology Publicity and marketing Other TRANSLATION ADJUSTMENTS NET CHANGES IN CASH FLOW HEDGES TOTAL (30) 32 2 (17) (15) (3) 3 — (2) (2) Other countries 2019 2018 2019 2 739 50 — 791 10 — 801 1,827 1,048 492 (14) 3,353 1,509 134 4,996 2 620 67 — 689 — — 689 2019 1,682 812 327 525 289 597 4,232 2019 332 34 15 72 453 (33) 35 2 (19) (17) SALES Total 2018 1,840 933 358 (14) 3,117 1,352 180 4,649 2018 1,713 754 302 487 244 497 3,997 2018 314 29 17 50 410 108 119 Source of Possibilities NOTE 25 EMPLOYEE BENEFITS EXPENSES (in millions of Canadian dollars) Wages and employee benefits expenses Share options granted to directors and employees Pension costs - defined benefit plans Pension costs - defined contribution plans Post-employment benefits other than defined benefit pension plans NOTE 24 21(a) 18 18 18 2019 1,144 1 7 24 6 2018 1,068 1 8 22 6 1,182 1,105 KEY MANAGEMENT COMPENSATION Key management includes the members of the Board of Directors, Presidents and Vice Presidents of the Corporation. The compensation paid or payable to key management for their services is shown below: (in millions of Canadian dollars) Salaries and other short-term benefits Post-employment benefits Share-based payments NOTE 26 GAIN ON ACQUISITIONS, DISPOSALS AND OTHERS 2019 11 1 5 17 (in millions of Canadian dollars) Loss (gain) on business acquisition and disposal Additional liabilities and (gain) on liabilities settlement Loss on disposal of assets NOTE 5 PACKAGING PRODUCTS CONTAINER- BOARD BOXBOARD EUROPE SPECIALTY PRODUCTS SUB-TOTAL TISSUE PAPERS CORPORATE ACTIVITIES — (10) 2 (8) — — — — 1 — — 1 1 (10) 2 (7) (22) — — (22) 9 (1) — 8 PACKAGING PRODUCTS (in millions of Canadian dollars) Gain on business acquisition Gain on disposal of assets NOTE 5 CONTAINER- BOARD BOXBOARD EUROPE SPECIALTY PRODUCTS SUB-TOTAL TISSUE PAPERS CORPORATE ACTIVITIES — (67) (67) (2) — (2) — — — (2) (67) (69) — — — — — — 2018 9 1 4 14 2019 TOTAL (12) (11) 2 (21) 2018 Adjusted, Note 5 TOTAL (2) (67) (69) 2019 The lease on our Bear Island facility in Virginia was terminated by the lessee. As such, the Containerboard segment recorded a gain of $10 million following the reversal of liabilities related to lease incentives to the lessee and to accrued carrying costs. In the wake of the lease termination, the Containerboard segment recorded a loss of $4 million following the sale of newsprint equipments no longer needed. The Containerboard packaging segment recorded a gain of $2 million from the sale of a building and piece of land of a closed plant. The Specialty Products segment concluded the sale of its France plant, which converts cardboard into packaging for the paper industry, and recorded a loss of $1 million. See Note 5 for more details. The Tissue Papers segment recorded a gain of $22 million following the acquisition Orchids Paper Products Company activities. The Corporate Activities incurred $9 million in fees as part of the Orchids acquisition. See Note 5 for more details. 120 109 2019 Annual Report An environmental provision of $4 million related to a plant sold and for which the Corporation retained environmental responsibility was recorded by the Corporate Activities. The Corporate Activities recorded a gain of $5 million on the settlement of litigation in compensation for a flooding that occurred years ago at our fine paper mill in St-Jérôme, Québec, which has since been sold. 2018 The Boxboard Europe segment generated a gain of $2 million on the business combination of Barcelona Cartonboard S.A.U.. See Note 5 for more details. The Containerboard segment completed the sale of the building and land of its plant located in Maspeth, New York, USA for US$69 million ($86 million) net of transaction fees of US$3 million ($4 million). An amount of US$4 million ($5 million) was put in escrow and will be released to the Corporation in the third quarter of 2020 if certain conditions are met. Since the conditions are not under the Corporation's control, the gain on this amount is deferred until the conditions are met. The transaction resulted in a gain of $66 million, net of asset retirement obligation costs of $2 million. In the wake of the sale of the plant, the Containerboard segment also sold equipments for US$2 million ($2 million) which generated a gain of $1 million. NOTE 27 IMPAIRMENT CHARGES AND RESTRUCTURING COSTS (GAINS) IMPAIRMENT CHARGES ON PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS WITH FINITE USEFUL LIFE AND OTHER ASSETS The Corporation recorded impairment charges totaling $69 million in 2019 and $75 million in 2018. The recoverable amount of CGUs was determined using a fair value less cost of disposal sell model based on the income approach, unless otherwise indicated. Level 2 inputs are used to measure fair value. Impairments are detailed as follows: (in millions of Canadian dollars) Property, plant and equipment Spare parts Goodwill and other intangible assets with indefinite useful life PACKAGING PRODUCTS CONTAINER- BOARD BOXBOARD EUROPE SPECIALTY PRODUCTS SUB-TOTAL TISSUE PAPERS CORPORATE ACTIVITIES 5 — — 5 13 — 1 14 — 1 — 1 18 1 1 20 33 2 — 35 — — 14 14 (in millions of Canadian dollars) Property, plant and equipment Intangible assets with finite useful life and other assets PACKAGING PRODUCTS CONTAINER- BOARD BOXBOARD EUROPE SPECIALTY PRODUCTS SUB-TOTAL TISSUE PAPERS CORPORATE ACTIVITIES — — — — — — — — — — — — 74 1 75 — — — 2019 TOTAL 51 3 15 69 2018 TOTAL 74 1 75 2019 As a result of the lease termination on our Bear Island facility, described in Note 26, the Containerboard segment recorded an impairment charge of $5 million on some assets that will not be used in the future. The Boxboard Europe segment recorded an impairment charge of $13 million on the assets of its La Rochette mill, as their recoverable amount was lower than their carrying amount. Sustained production inefficiencies led to insufficient profitability to support the carrying value of the assets. Recoverable amount of the assets was based on their fair value less cost of disposal. The segment also recorded an impairment charge of $1 million on intangible assets. 110 121 Source of Possibilities The Specialty Products segment incurred an impairment charge of $1 million on spare parts stemming from the closure of its Trois-Rivières, Québec, plant manufacturing felt backing for flooring. The Tissue Papers segment recorded an impairment charge of $5 million on unused assets following the reassessment of its recoverable amount based on estimated selling price. The recoverable value of some equipment and spare parts of the Arizona and Waterford converting facilities, schedule to close in the first quarter of 2020, has been reviewed by the Tissue Papers segment triggering an impairment charge of $7 million. The Tissue Papers segment recorded impairment charges totaling $23 million on the assets of two CGUs, as their recoverable amount was lower than their carrying amount. Sustained production inefficiencies led to insufficient profitability to support the carrying value of the assets. Recoverable amount of the assets was based on their fair value less cost of disposal. 2018 The Tissue Papers segment recorded an impairment charges totaling $75 million on the assets of four CGUs, as their recoverable amount was lower than their carrying amount. Sustained production inefficiencies led to insufficient profitability to support the carrying value of the assets. Recoverable amount of the assets was based on their fair value less cost of disposal. GOODWILL AND OTHER INDEFINITE USEFUL LIFE INTANGIBLE ASSETS Allocation of goodwill and other indefinite useful life intangible assets is as follows: • Containerboard Packaging segment goodwill of $477 million is allocated to the Containerboard segment; • Specialty Products segment goodwill is allocated to the partitioning activities sub-segment for $3 million; • Tissue Papers segment goodwill of $36 million is allocated to the Tissue Papers segment; • Boxboard Europe segment goodwill of $6 million is allocated to the segment; • Boxboard Europe segment water rights of $5 million are allocated to the segment. Annually, the Corporation must test all of its goodwill for impairment, except if the following three conditions are met: • • the assets and liabilities making up the unit have not changed significantly since the most recent recoverable amount calculation; the most recent recoverable amount calculation resulted in an amount that exceeded the carrying amount of the unit by a substantial margin; and • based on an analysis of events that have occurred and circumstances that have changed since the most recent recoverable amount calculation, the likelihood that a current recoverable amount determination would be less than the current carrying amount of the unit is remote. All three conditions were met for the Containerboard Packaging segment. The Corporation tested its Tissue Papers segment goodwill for impairment. As a result of this impairment test, the Corporation concluded that the recoverable amount of the segment was in excess of $192 million over its carrying amount, thus no impairment charge was necessary. With all other variables held constant, a decrease in terminal OIBD margin of 2% would reduce the excess of $192 million to nil. The Corporation applied the income approach in determining fair value less cost of disposal and used the following key assumptions (level 2 inputs): Discounting rate Terminal exchange rate (CA$/US$) Terminal OIBD margin TISSUE PAPERS 10.5% 1.23 9.8% $ The Corporate Activities recorded an impairment charge of $14 million on the goodwill and intangible assets of its recovery and recycling activities. The recoverable amount was established based on the fair market value of the property, plant and equipment. 122 111 2019 Annual Report RESTRUCTURING COSTS (GAINS) Restructuring costs (gains) are detailed as follows: (in millions of Canadian dollars) Containerboard Specialty Products Tissue Papers 2019 2018 1 1 7 9 4 (2) — 2 2019 The Containerboard segment recorded $1 million of severances costs relating to changes in some plants management team. The Specialty Products segment recorded $1 million of restructuring costs stemming from the closure of its Trois-Rivières, Québec, plant manufacturing felt backing for flooring. The Tissue Papers segment recorded a $5 million of restructuring costs related to the closure of two tissue paper machines in Ontario and changes in the segment's senior management. As well, restructuring costs of $2 million related to the forthcoming closure of the Arizona and Waterford converting facilities were recorded. 2018 The Containerboard Packaging segment ceased activities at its Maspeth plant. A withdrawal liability from the multi-employer pension plan of $2 million was recorded following the departure of the last employees. As well, costs totaling $1 million were incurred to remit the building to the new owner. The Containerboard Packaging segment incurred a $1 million charge related to severances for the closure in December 2018 of two sheets plants in Ontario. The Specialty Products segment recorded a gain of $2 million from the dismantling of a building of a plant closed in the previous years. 112 123 Source of Possibilities NOTE 28 ADDITIONAL INFORMATION A. CHANGES IN NON-CASH WORKING CAPITAL COMPONENTS ARE DETAILED AS FOLLOWS: (in millions of Canadian dollars) Accounts receivable Current income tax assets Inventories Trade and other payables Current income tax liabilities B. FINANCING EXPENSE AND INTEREST EXPENSE ON EMPLOYEE FUTURE BENEFITS (in millions of Canadian dollars) Interest on long-term debt (including lease obligations interests) Interest income Amortization of financing costs Other interest and banking fees Interest expense on employee future benefits and other liabilities NOTE 14(b) 2019 81 (3) 3 (24) 2 59 2019 91 (1) 4 7 42 143 2018 46 (9) (26) (5) 6 12 2018 77 — 3 4 15 99 124 113 2019 Annual Report C. TOTAL NET DEBT FROM FINANCING ACTIVITIES (in millions of Canadian dollars) As at January 1, 2018 Cash flow Change in cash and cash equivalents Bank loans and advances Change in credit facilities Increase in term loan Increase in other long-term debt Payments of other long-term debt Non-cash changes Business combinations Foreign exchange loss on long-term debt and financial instruments Capital lease acquisitions and included in other debts and liabilities Amortization of financing costs Exchange differences As at December 31, 2018 Cash flow Change in cash and cash equivalents Bank loans and advances Change in credit facilities Issuance of unsecured senior notes, net of related expenses Repurchase of unsecured senior notes Increase in other long-term debt Payments of other long-term debt Non-cash changes IFRS 16 adjustment Business disposal Foreign exchange loss on long-term debt and financial instruments Right-of-use assets and included in other debts and liabilities Amortization of financing costs Write off of unamortized financing costs following repurchase of unsecured senior notes Other Exchange differences As at December 31, 2019 NOTE 29 COMMITMENTS NOTE CASH AND CASH EQUIVALENT (89) BANK LOANS AND ADVANCES 35 LONG-TERM DEBT 1,576 NET DEBT 1,522 5 13 13 3 5 (28) — — — — — — — — — (6) (123) (41) — — — — — — — — — — — — — 9 (155) — (22) — — — — 2 — — — 1 16 — (5) — — — — — — — — — — — — — 11 — — (126) 235 66 (81) 25 65 70 2 44 1,876 — — 39 1,026 (776) 6 (125) 99 (6) (43) 50 4 3 2 (48) 2,107 (28) (22) (126) 235 66 (81) 27 65 70 2 39 1,769 (41) (5) 39 1,026 (776) 6 (125) 99 (6) (43) 50 4 3 2 (39) 1,963 Capital expenditures, intangible assets and service agreements contracted at the end of the reporting period but not yet incurred are presented in the following table. Year ended December 31, 2018 includes operating lease agreements for various properties, vehicles, equipment and others that are capitalized under IFRS 16 for year ended December 31, 2019. (in millions of Canadian dollars) No later than one year Later than one year but no later than five years More than five years PROPERTY, PLANT AND EQUIPMENT INTANGIBLE ASSETS 9 3 — 12 48 — — 48 114 2019 SERVICE AGREEMENTS AND EXEMPTED LEASES 4 6 2 12 2018 PROPERTY, PLANT AND EQUIPMENT INTANGIBLE ASSETS OPERATING LEASE 84 8 — 92 8 6 — 14 35 74 12 121 125 Source of Possibilities NOTE 30 RELATED PARTY TRANSACTIONS The Corporation entered into the following transactions with related parties: (in millions of Canadian dollars) For the year ended December 31, 2019 Sales to related parties Purchases from related parties For the year ended December 31, 2018 Sales to related parties Purchases from related parties These transactions occurred in the normal course of operations and are measured at fair value. The following balances were outstanding at the end of the reporting period: (in millions of Canadian dollars) Receivables from related parties Joint ventures Associates Payables to related parties Joint ventures Associates JOINT VENTURES ASSOCIATES 176 32 245 32 72 55 77 50 December 31, 2019 December 31, 2018 8 19 3 1 12 22 2 2 The receivables from related parties arise mainly from sale transactions. The receivables are unsecured in nature and bear no interest. There are no provision held against receivables from related parties. The payables to related parties arise mainly from purchase transactions. The payables bear no interest. 126 115 2019 Annual Report Board of Directors Cascades’ Board of Directors (BoD) and management believe that quality corporate governance helps ensure that the Corporation is run efficiently and that investor confidence is maintained. In order to stay the course in this regard, Cascades regularly reviews its governance practices to remain in compliance with applicable legislation and to improve efficiency. The composition of the Board of Directors must be carefully determined since its responsibilities include ensuring good corporate governance, among other things. Cascades draws on the expertise of a highly experienced team of directors and recognizes the importance of independent directors. As of December 31, 2019, eleven of the fifteen Board members were independent. They meet at least once yearly without the presence of non-independent directors or senior managers. New Board members are also offered an orientation and training program, to familiarize themselves with Cascades’ activities as well as the issues and challenges it faces. 1 6 11 2 7 3 8 4 9 5 10 12 13 14 15 1 Alain Lemaire Executive Chairman of the Board Kingsey Falls, Québec Canada Director since 1967 Non-independent 5 Élise Pelletier Director Sutton, Québec Canada Director since 2011 Independent 2 Louis Garneau President Louis Garneau Sports Inc., Saint-Augustin-de-Desmaures, Québec Canada Director since 1996 Independent 6 Sylvie Vachon President and Chief Executive Officer, Montréal Port Authority Longueuil, Québec Canada Director since 2013 Independent 3 Sylvie Lemaire Director of companies Otterburn Park, Québec Canada Director since 1999 Non-independent 4 Georges Kobrynsky Director of companies Outremont, Québec Canada Director since 2010 Independent 7 Laurence Sellyn Business Advisor and Consultant, Corporate Director Pointe-Claire, Québec Canada Director since 2013 Independent 8 Mario Plourde President and Chief Executive Officer, Cascades Inc. Kingsey Falls, Québec Canada Director since 2014 Non-independent 9 Michelle Cormier Operating Partner, Wynnchurch Capital Canada Montréal, Québec Canada Director since 2016 Independent 10 Martin Couture President and Chief Executive Officer, Sanimax Inc. (Canada) Montréal, Québec Canada Director since 2016 Independent 11 Patrick Lemaire President and Chief Executive Officer, Boralex Inc. Kingsey Falls, Québec Canada Director since 2016 Non-independent 12 Hubert T. Lacroix Strategic Counsel, Blake, Cassels & Graydon LLP Westmount, Québec Canada Director since 2019 Independent 13 Mélanie Dunn President and CEO, Cossette Montréal, Québec Canada Director since 2019 Independent 14 Nelson Gentiletti Chief Operating and Chief Financial Officer, Loop Industries Inc. Kirkland, Québec Canada Director since 2019 Independent 15 Elif Lévesque Business Consultant Montréal, Québec Canada Director since 2019 Independent 127 Source of PossibilitiesHISTORICAL FINANCIAL INFORMATION - 10 YEARS For the years ended December 31, (in millions of Canadian dollars, except per common share amounts and ratios) (unaudited) Financial information is not adjusted to reclassify the impact of discontinued operations, if any, and IFRS for year ended 2010. Highlights - Consolidated Results Sales Cost of sales and expenses Adjusted operating income before depreciation and amortization (OIBD adjusted) Depreciation and amortization Adjusted operating income Financing expense and interest expense on employee future benefits Foreign exchange loss (gain) on long-term debt and financial instruments Specific items Provision for (recovery of) income taxes Share of results of associates and joint ventures Net earnings (loss) attributable to non-controlling interests Net earnings (loss) Net earnings (loss) per common share Highlights - Consolidated Cash Flow Cash flow generated by operating activities Cash flow from operations per common share Payments for property, plant and equipment net of proceeds from disposals Business combinations and cash from a joint venture Proceed from business disposals Net change in long-term debt Dividends on common shares per common share Dividend yield Highlights - Consolidated Balance Sheet (As at December 31) Current assets less current liabilities Property, plant & equipment Total assets Total long-term debt Non-controlling interests Shareholders' equity per common share Stock Market Highlights Shares issued and outstanding (in millions) Trading volume (in millions) Market capitalization Closing price High Low Key Financial Ratios Net earnings (loss)/sales Sales/total assets Total assets/average Shareholders' equity Return on Shareholder's equity Return on total assets (OIBD/average total assets) OIBD/sales OIBD/interest Current assets less current liabilities/sales Net debt/OIBD Total debt/total debt + Shareholders' equity Price to earnings Price to book value 128 116 IFRS 2019 4,996 4,392 604 289 315 143 (6) 71 107 19 (9) 28 69 0.74 $ $ 460 401 4.27 231 (311) 9 170 23 IFRS 2018 4,649 4,160 489 244 245 99 4 12 130 48 (11) 36 57 0.60 373 361 3.82 253 (100) — 94 15 0.24 $ 2.1% 0.16 1.6% 357 2,767 5,180 2,107 177 1,489 15.81 $ 94.2 47.1 1,056 11.21 13.33 7.84 $ $ $ 1.4% 1.0x 3.5x 4.6% 11.9% 12.1% 4.2x 7.1% 3.3x 58.7% 15.1x 0.7x 421 2,505 4,948 1,876 180 1,506 15.99 94.2 54.9 963 10.23 16.55 9.54 1.2% 0.9x 3.3x 3.9% 10.4% 10.5% 4.9x 9.1% 3.6x 55.7% 17.1x 0.6x $ $ $ $ $ $ $ 2019 Annual Report $ $ $ $ $ $ $ IFRS 2017 4,321 3,928 393 215 178 97 (23) (298) 402 (81) (39) 15 507 5.35 173 260 2.75 178 9 — 179 15 $ $ IFRS 2016 4,001 3,598 403 192 211 93 (22) (10) 150 45 (32) 2 135 1.42 372 316 3.34 177 16 — 153 15 $ $ IFRS 2015 3,885 3,462 423 190 233 97 91 99 (54) 39 (37) 9 (65) IFRS 2014 3,953 3,595 358 183 175 108 30 191 (154) (11) — 4 (147) IFRS 2013 3,849 3,497 352 182 170 115 (2) 28 29 12 3 3 11 IFRS 2012 3,645 3,341 304 199 105 115 (8) 33 (35) (4) (2) (7) (22) IFRS 2011 3,760 3,517 243 186 57 100 (4) (148) 109 27 (14) (3) 99 (0.69) $ (1.57) $ 0.11 $ (0.23) $ 1.03 $ $ 270 307 3.25 156 — (40) 100 15 $ 250 251 2.67 172 — (36) 88 15 $ 232 226 2.41 136 — — (30) 15 $ 199 154 1.64 141 14 — (54) 15 $ 115 121 1.26 110 60 (292) 143 15 2010 3,959 3,561 398 212 186 112 4 65 5 — (15) 3 17 0.18 228 246 2.54 131 3 — 30 16 0.16 $ 1.2% 0.16 $ 1.3% 0.16 $ 1.3 % 0.16 $ 2.3 % 0.16 $ 2.3% 0.16 $ 3.9 % 0.16 $ 3.6% 0.16 2.4% 356 2,117 4,427 1,576 146 1,455 299 1,635 3,813 1,566 90 984 15.32 $ 10.41 $ 95.0 57.5 1,294 13.62 18.20 11.43 $ $ $ 11.7% 1.0x 3.6x 41.6% 9.5% 9.1% 4.1x 8.2% 3.9x 52.5% 2.5x 0.9x 94.5 43.5 1,144 12.10 13.67 7.72 $ $ $ 3.4% 1.0x 4.1x 14.6% 10.5% 10.1% 4.3x 7.5% 3.8x 61.8% 8.5x 1.2x 398 1,625 3,848 1,744 96 867 9.10 95.3 39.7 1,211 12.71 13.00 6.49 $ $ $ $ (1.7)% 1.0x 4.4x (7.4)% 11.2 % 10.9 % 4.4x 10.2 % 4.1x 67.3 % N/A 1.4x 308 1,592 3,673 1,596 110 893 414 1,684 3,831 1,579 113 1,081 295 1,659 3,694 1,475 116 978 400 1,703 3,728 1,407 136 1,029 9.48 $ 11.52 $ 10.42 $ 10.87 $ $ $ $ 93.9 25.2 646 6.88 6.92 4.07 0.3% 1.0x 3.7x 1.1% 9.4% 9.1% 3.1x 10.8% 4.6x 60.2% 62.5x 0.6x $ $ $ 93.9 20.2 385 4.10 5.18 3.85 (0.6)% 1.0x 3.7x (2.2)% 8.2 % 8.3 % 2.6x 8.1 % 5.0x 61.4 % N/A 0.4x $ $ $ 94.6 33.8 419 4.43 7.75 3.51 2.6% 1.0x 3.3x 8.7% 6.5% 6.5% 2.4x 10.6% 6.1x 59.3% 4.3x 0.4x 94.2 45.0 661 7.02 7.60 5.64 $ $ $ (3.7)% 1.1x 3.7x (14.9)% 9.5 % 9.1 % 3.3x 7.8 % 4.5x 64.8 % N/A 0.7x 117 479 1,777 3,724 1,395 24 1,257 13.01 96.6 57.7 647 6.70 9.80 5.71 0.4% 1.1x 2.9x 1.3% 10.6% 10.1% 3.6x 12.1% 3.6x 53.7% 37.2x 0.5x 129 Source of Possibilities Raw Materials % 1 9 ~3.1 million s.t. % 6 Fibre Consumed, Purchased or Brokered by Cascades in North America1 75% Recycled fibre used by Cascades — 75% Pulp used by Cascades — 6% Fibre sold externally — 19% 6 % 6 % 8 % 8 % % 7 1 Fibre Consumed by Cascades in North America ~2.3 million s.t. % 9 6 Brown recycled fibre — 69% White recycled fibre — 17% Pulp — 8% Groundwood recycled fibre — 6% In Europe, Reno de Medici uses approximately 1.3 M s.t. of additional recycled and virgin fibres in its annual production of boxboard2. 1 Including associates and joint ventures. 2 Via our 57.95 % equity position in Reno de Medici S.p.A. 130130 2019 Annual Report 2019 Annual ReportOverview of our Results % 2 3 - 2 E P O R U E B Y SEGMENT1 E C I A L T Y - D U C T S 1 0 % P O S R P TO EURO P E 3 - 2 2 % F ROM UROPE3 - 2 2 % E $4,996 M U N I T E D STATES - 4 1 % U N IT E D STATES - 46 % C A N A D A - 3 7 % C O N T A I N E R B O C A N A D A - 3 2 % A R D P A C K A G N G I - 3 7 % SALES2 TISSUE - 3 1 % B Y SEGMENT2, 4 S P E C I A L T Y P R O D U C T S 8 % - B Y MARKET4, 5 3 - 1 8 % E P EU R O $604 M U N I T E D S T ATES - 50% 3 - 16 % PE O R U E % 2 1 - E U S S I T T N O C B Y S EGMENT2, 4 S P E C I A L T Y P R O D U C T S - 8 % ADJUSTED OIBD2, 4 C A N A D A - 3 2 % % 4 6 - I G N G A K C A D P R A AIN ERBO 3 - 14 % PE O R U E EUR O P % 0 1 - E U S S I T U N I T E B Y M ARKET4, 5 3 - 1 6 % E C A N A D A - 3 3 % $547 M D S TATES - 51 % B R E C O N T A I N OIBD2, 4 % 8 6 - G N I G A K C A O A RD P 1 Before inter-segment sales and corporate activities. 2 Percentage excluding corporate activities. 3 Via our 57.95% equity ownership in Reno de Medici S.p.A. (at December 31, 2019), a public Italian company. 4 Please refer to the “Forward-looking Statements” and “Supplemental Information on Non-IFRS Measures’’ sections for more details. 5 Including corporate activities. R Edmonton, AB C R Calgary, AB R Kelowna, BC Prince George, BC R Nanaimo, BC R Victoria, BC R R Vancouver, BC R Surrey, BC C Richmond, BC Tacoma, WA C St. Helens, OR M Scappoose, OR C C R Winnipeg, MB Kingsey Falls, QC Eau Claire, WI CM Grand Rapids, MI C Clarion, IA C Aurora, IL C C Brook, IN Warrenton, MO C C Kingman, AZ Brownsville, TN C Memphis, TN M Rockingham, NC C M C Kinston, NC C Wagram, NC CM Pryor, OK CM Barnwell, SC C Birmingham, AL Grand Prairie, TX C North America Cascades Worldwide1 Legend Head Office Containerboard Packaging Boxboard Europe2 Specialty Products M Manufacturing facility C Converting facility CM Converting and manufacturing facility C Barrie Vaughan C CC R RC C Etobicoke Burlington Mississauga C Guelph R M C F C Brantford C St. Marys R Putnam Ottawa R R Belleville C Trenton M Scarborough Ontario Tissue Papers R Recovery facility 1 Including main associates and joint ventures. 2 Via our 57.95% equity ownership in Reno de Medici S.p.A., a public Italian company. Prince George, BC R R Edmonton, AB C R Calgary, AB Nanaimo, BC R R C Vancouver, BC R Surrey, BC Victoria, BC R Richmond, BC R Kelowna, BC Tacoma, WA C St. Helens, OR M Scappoose, OR C C R Winnipeg, MB Kingsey Falls, QC Eau Claire, WI CM Grand Rapids, MI C Clarion, IA C Aurora, IL C C Brook, IN Warrenton, MO C C Kingman, AZ Brownsville, TN C Memphis, TN M Rockingham, NC C M C Kinston, NC C Wagram, NC CM Barnwell, SC CM Pryor, OK C Birmingham, AL Grand Prairie, TX C 911 facilities across Canada, the US and Europe 12,300 employees in 6 countries Production Facilities1 Cabano M B Y S EGMENT CONTAINER TISSUE - 2 1 B Y MARKET E U R O P E2 7 B O A R D P A C K A G I N G - 2 6 1 5 - A D A N CA 7 2 - E P O R EU S - 18 T C U SPECIA L T Y P R O D U NIT E D S T A T E S - 3 3 C O R P O R A T E A C T I V I T I E S ( R E C Y CLING) - 19 1 Including associates and joint ventures. 2 Including our equity position in Reno de Medici S.p.A. M Arnsberg, DE M Blendecques, FR Berthierville C Lachute CM Laval C Vaudreuil C C Montréal CM Candiac C C C Drummondville C Saint-Césaire R Lachine C Granby C Victoriaville M M CM C C C Kingsey Falls Québec Niagara Falls, NY M M R Depew, NY R Lancaster, NY C Rochester, NY Schenectady, NY M C C Mechanicville, NY Waterford, NY Albany, NY R Ransom, PA M Pittston, PA C C Newtown, CT La Rochette, FR M Santa Giustina, IT M M Ovaro, IT C Piscataway, NJ M Barcelona Cartonboard, ES Villa Santa Lucia, IT M Northeastern United States Europe T R O P E R L A U N N A 9 1 0 2 S E D A C S A C cascades.com FSC Printed on Rolland EnviroTM Satin, 60 lb. Text and Rolland EnviroTM Print, 80 lb. The cover is certified Processed Chlorine Free and is made from 100% post-consumer fibre. All papers are certified FSC® and EcoLogo and are made using renewable biogas energy. Production: Communications Department of Cascades — Design: Absolu — Prepress and printing: Héon & Nadeau Photography: Brühmüller photographe Printed in Canada 

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