DEFA14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.   )

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

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¨   Preliminary Proxy Statement
¨   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨   Definitive Proxy Statement
x   Definitive Additional Materials
¨   Soliciting Material Pursuant to §240.14a-12

DOMTAR CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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x   No fee required.
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¨   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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MESSAGE    

TO SHAREHOLDERS    

 Partners

 every day

 

At Domtar, we are taking action every day to shape our future and deliver meaningful value for our shareholders. Guided by clear strategic priorities and a well-defined plan that positions Domtar for sustainable growth, our business transformation is well underway, and our results demonstrate the progress we are making. Our goal over the longer term is to generate annual EBITDA of $300 million to $500 million from growing fiber-based businesses, while delivering solid value for shareholders along the way.

Our Personal Care division is gaining traction in North America and Europe, both in the adult incontinence and infant care categories, and growth is accelerating. Our Pulp and Paper division is proving resilient year after year. We remain the North American leader in uncoated freesheet, with industry-leading margins over the past several years. We are repurposing assets and leveraging the flexibility of this division’s integrated value chain to capture opportunities that deliver higher value, more sustainably.

Thanks to our strong and steady performance in our Pulp and Paper division, which generated approximately $4.5 billion in sales in 2015, we have been able to invest in growth markets and reward our shareholders. From January 2011 to December 2015, we returned approximately $1.3 billion to shareholders—fully 72% of our free cash flow, through share buybacks and dividends—while maintaining a strong financial position.

DRIVING VALUE IN OUR CORE BUSINESS

Our 2015 shipments of communication papers—which account for about 80% of Domtar’s total paper mix—benefited from higher white-collar employment and an increase in direct mail marketing. Shipments were also up for specialty and packaging grades, a category that represents 16% of our mix and tracks GDP growth.

 

 

 

 

DOMTAR 2015 ANNUAL REPORT 1


 

 

FROM JANUARY 2011 TO DECEMBER 2015, DOMTAR RETURNED APPROXIMATELY $1.3 BILLION TO SHAREHOLDERS THROUGH SHARE BUYBACKS AND DIVIDENDS.

 

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OVER $900 MILLION IN CUMULATIVE BUYBACKS

 

In 2016, Domtar will remain a supplier of choice for a broad range of paper customers and channel partners by staying focused on innovation, product quality, technical support and excellent service. The recent favorable decisions by the U.S. International Trade Commission and the U.S. Department of Commerce to address unfairly-priced imports of certain uncoated paper into the United States will support higher shipments from U.S. manufacturers in 2016.

Our customers and partners continue to appreciate our initiatives to reinforce the practical and enduring qualities of paper and encourage its responsible use. This includes our Print Works! publications and our edgy, award-winning PAPERbecause campaign, which advocates for paper through innovative promotions.

Market pulp represents 19% of our consolidated sales, and we continue to diversify and expand in growth markets. Pulp volumes remained strong in 2015, and we expect higher sales following the completion of our paper machine conversion into a fluff pulp line in Ashdown, Arkansas, in the second half of 2016. We are adding over 500,000 air dry metric tons (ADMT) in annual pulp capacity on a machine that will also be able to produce softwood bales. The repurposing of this asset will further shift our pulp customer base toward growth markets. Our goal is for 50% of the production capacity on this machine to be used for fluff pulp by 2017.

The Pulp and Paper division achieved solid productivity last year, driven by full capacity operation and the introduction of continuous improvement and reliability programs across our mill network that is extracting costs from the system and is reducing maintenance spending, an ongoing objective. We expect these programs to generate further productivity improvements in 2016 and beyond as we pursue our goal to be the lowest cost producer in the industry.

 

 

    

 

 

2 DOMTAR 2015 ANNUAL REPORT


MESSAGAE    

TO SHAREHOLDERS    

 

EXPANDING DOMTAR’S FOOTPRINT IN PERSONAL CARE

Over the past few years, we have established a meaningful position in the global personal care market through strategic acquisitions, investments in expanded and improved manufacturing, product innovation and organic growth. Today, we have a growing position in institutional channels for adult incontinence products in North America and Europe. We are one of the largest suppliers of private-label baby diapers in the North American retail channel and a leader in the branded adult incontinence segment in Spain. The personal care market has attractive fundamentals, and we are investing to build efficiency and scale, and to expand our product offering.

In 2015, we achieved cost savings from our new manufacturing platform and secured significant new business in key retail channels that will be reflected in our 2016 sales. These wins reflect the strength of our partner brand model, a unique go-to-market approach that offers close alignment with the needs of our customers. We are bringing more choice, innovation and flexibility to the private-label market, as well as technical expertise, category management and customer service.

Whether developing products with our clients or marketing our own, we are at the forefront of innovation for absorbent materials and product design. We incorporated new innovation in the re-launch of our line of branded light incontinence products in Spain, which was well received by consumers, and we conducted consumer testing for innovations that will be launched in 2016 within our infant line and adult incontinence brief design. This is the R&D engine of our personal care business.

Overall, our broadening product assortment across the absorbent hygiene spectrum will further position us as a partner of choice, with the offering, insight and scale to provide required service levels in both products and distribution capabilities. As we continue to win new business and strengthen customer relationships, we are confident that this growth segment will contribute significantly to achieving Domtar’s long-term objectives.

CREATING VALUE FOR SHAREHOLDERS

We increased our quarterly dividend by 7% to $0.40 per share and our stock buyback program from $1 billion to $1.3 billion in 2015. For the year, we returned over 90% of our free cash flow directly to shareholders. We will continue to pursue a balanced approach to the deployment of our capital, while maintaining the flexibility to execute our growth strategy.

Maximizing value in our pulp and paper business and positioning Domtar in growth markets remain our strategic priorities. We are also committed to operating responsibly, an ethic that is engrained in our culture and drives everything we do. From the environmental compliance of our operations and making responsibly-sourced and manufactured products, to giving back to our communities, we are committed to setting an example of sustainable business.

We are pleased with our progress in 2015 and look forward to achieving new milestones in the years ahead as our investments and our efforts bear fruit. We are confident in our strategy. In 2016, a significant portion of our capital expenditures will be allocated to investments in pulp and personal care, further advancing our long-term financial objectives. We will remain squarely focused on execution and on ensuring that we deliver value for our shareholders, employees, customers and communities by shaping our future, every day.

 

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John D. Williams

President and Chief Executive Officer

The terms “EBITDA” and “free cash flow” referred to in this message are non-GAAP financial measures. Please see “Reconciliation of non-GAAP financial measures” at domtar.com.

 

 

    

 

DOMTAR 2015 ANNUAL REPORT 3


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4 DOMTAR 2015 ANNUAL REPORT


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DOMTAR 2015 ANNUAL REPORT 5


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6 DOMTAR 2015 ANNUAL REPORT


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DOMTAR 2015 ANNUAL REPORT 7


 

 

 

 

 

PULP

In addition to paper products, we also sell papergrade, fluff and specialty pulp that we manufacture in excess of our internal needs. Our papergrade softwood and hardwood pulp is mainly used to make tissue, towel, packaging and specialty products. Fluff pulp, derived from softwood fibers, is used in a broad range of absorbent products—baby diapers, feminine hygiene and adult incontinence products.

1.7 MILLION

AIR DRY

METRIC TONS

OF MARKET PULP

The location of our mills positions us well for serving the growing export markets, where over half our market pulp is sold, and for the North American tissue, hygiene and specialty customers we currently serve. The global pulp market is experiencing modest growth, and we plan on growing our position in the softwood and fluff pulp market by the end of 2016 with the announced capacity conversion at Ashdown, Arkansas.

Together, our pulp and paper products are sold in over 40 countries around the world.

Recyclable, re-usable and sourced from renewable forests, Domtar pulp and paper products bring value to the businesses and consumers who use them every day.

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8 DOMTAR 2015 ANNUAL REPORT


 

 

 

PULP AND PAPER KEY FIGURES

 

  

  
Years ended December 31    2013      2014      2015  

 

(In millions of dollars unless otherwise noted)

 

                          

 

Sales (including sales to Personal Care)

     4,843         4,674         4,458   

 

Operating income

     244         352         270   

 

Depreciation and amortization

     345         319         297   

 

EBITDA before items1

     629         702         633   

 

Capital expenditures

     147         161         221   

 

Total assets

     4,180         3,915         3,667   

 

Paper shipments–manufactured (‘000 ST)

     3,260         3,148         3,163   

 

Pulp shipments (‘000 ADMT)

     1,445         1,391         1,414   

    

                          

 

  1 Non-GAAP financial measure. Please see “Reconciliation of non-GAAP Financial Measures” at domtar.com.

 

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BUSINESS SEGMENTS

 

 

  HEALTH AND SAFETY

 

Beginning in 2014 and reaching full implementation in 2015, Domtar embarked on a Life-altering Injury, Fatality Elimination (LIFE) journey to provide additional focus on the elimination of serious injury. The importance of this program was heightened by an employee fatality in late 2015. For the year, nine pulp and paper sites were free of recordable incidents.

 

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DOMTAR 2015 ANNUAL REPORT 9


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10 DOMTAR 2015 ANNUAL REPORT


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DOMTAR 2015 ANNUAL REPORT 11


 

 

 

BUSINESS SEGMENTS

 

 

 

 

  HEALTH AND SAFETY

 

In 2015, the Personal Care division reduced incident frequency by 29%, with two sites remaining injury-free for the year. To further improve its safety performance, the recently implemented, division-wide Environmental Health and Safety Steering Council developed comprehensive safety plans for each facility.

 

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PERSONAL CARE KEY FIGURES

 

  

  
Years ended December 31    2013      2014      2015  

 

(In millions of dollars unless otherwise noted)

                          

 

Sales

     566         928         869   

 

Operating income

     40         49         61   

 

Depreciation and amortization

     31         65         62   

 

EBITDA before items1

     77         118         124   

 

Capital expenditures

     91         86         57   

 

Total assets

     1,272         1,963         1,822   

    

                          

 

  1 Non-GAAP financial measure. Please see “Reconciliation of non-GAAP Financial at domtar.com.

 

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12 DOMTAR 2015 ANNUAL REPORT


MANAGEMENT COMMITTEE AND

BOARD OF DIRECTORS

Responsible

every day

 

Domtar upholds the highest standards of ethical and socially responsible behavior. Our commitment is supported and enforced by Domtar’s Code of Business Conduct and Ethics—which is applicable to all our directors and employees—strict Corporate Governance Guidelines and a robust compliance program. As a responsible corporate citizen, Domtar has adopted policies and best practices that often go beyond what the law requires. Promoting strong governance and diversity, as well as ensuring the compliance with policies and procedures, is a responsibility we take seriously every day.

For more information on our governance practices, or to consult our proxy statement, please visit domtar.com.

 

  MANAGEMENT COMMITTEE

 

 

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John D. Williams

President

and Chief Executive

Officer

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Daniel Buron

Senior Vice President

and Chief Financial

Officer

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Michael D. Garcia

President

Pulp and Paper Division

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Michael Fagan

President

Personal Care Division

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Zygmunt Jablonski

Senior Vice President

and Chief Legal

and Administrative

Officer

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Patrick Loulou

Senior Vice President

Corporate Development

 

 

 

  BOARD OF DIRECTORS

 

 

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Robert J. Steacy

Chairman of the Board

Domtar Corporation

Toronto, Ontario

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Louis P. Gignac

Chairman

G Mining Services Inc.

Montreal, Quebec

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David G. Maffucci

Corporate Director

Isle of Palms,

South Carolina

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Denis Turcotte

President and CEO

North Channel Management and

North Channel Capital Partners

Sault Ste. Marie, Ontario

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Giannella Alvarez

Chief Executive Officer

Harmless Harvest, Inc.

San Francisco, California

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David J. Illingworth

Corporate Director

Orchid, Florida

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Domenic Pilla

Corporate Director

Toronto, Ontario

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John D. Williams

President and

Chief Executive Officer

Domtar Corporation

Charlotte, North Carolina

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Robert E. Apple

Chief Operating Officer

MasTec, Inc.

Miami, Florida

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Brian M. Levitt

Chairman of the Board

The Toronto-Dominion Bank

Vice-Chair, Osler Hoskin &

Harcourt LLP

Montreal, Quebec

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Pamela B. Strobel

Corporate Director

Chicago, Illinois

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Mary A. Winston

Corporate Director

Charlotte, North Carolina

 

DOMTAR 2015 ANNUAL REPORT 13


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14 DOMTAR 2015 ANNUAL REPORT


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DOMTAR 2015 ANNUAL REPORT 15


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Selected financial

figures

 

Years ended December 31

 

  

2013

 

   

2014

 

   

2015

 

 

 

 

 

(In millions of dollars unless otherwise noted)

 

      

 

 

Consolidated sales per segment

      

Pulp and Paper

     4,843        4,674        4,458   

Intersegment sales—Pulp and Paper

     (18     (39     (63

Personal Care

     566        928       

 

869

 

  

 

 

 

Consolidated sales

     5,391        5,563        5,264   

Operating income (loss) per segment

      

Pulp and Paper

     244        352        270   

Personal Care

     40        49        61   

Corporate

     (123     (37     (43

 

 

Operating income

     161        364        288   

Net earnings

     91        431        142   

Cash flow provided from operating activities

     411        634        453   

Capital expenditures

     242        236        289   

Free cash flow1

     169        398        164   

Total assets

     6,278        6,185        5,663   

Long-term debt, including current portion

     1,514        1,350        1,260   

Net debt-to-total capitalization ratio1

     24%        29%        30%   

Total shareholders’ equity

     2,782        2,890        2,652   

Weighted averge number of common and exchangeable shares outstanding in millions (diluted)

     66.7        64.9        63.4   

 

 

 

1 Non-GAAP financial measure. Please see “Reconciliation of non-GAAP Financial Measures” at domtar.com.

 

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16 DOMTAR 2015 ANNUAL REPORT


 

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Shareholder

information

  

Production

notes

  DIVIDENDS DECLARED IN 2015       PAPER
 

Declared

 

 

      Record Date

 

 

      Payable Date

 

 

Amount

 

     

Cover printed on 80 lb. Cougar® Cover,

 

Smooth Finish.

Insert printed on 60 lb. Cougar® Text,

Smooth Finish.

Form 10-K printed on 40 lb. Lynx®

Opaque Ultra Text, Smooth Finish

 

 

     
  November 4, 2015         January 4, 2016         January 15, 2016   $0.40      
  August 5, 2015         October 2, 2015         October 15, 2015   $0.40                               
  May 5, 2015         July 2, 2015         July 15, 2015   $0.40      
  February 23, 2015         April 2, 2015         April 15, 2015   $0.40      
                  
 

 

       
 

EXCHANGE LISTINGS

NYSE: UFS

TSX: UFS

 

DIVIDEND POLICY

Subject to approval by our Board of

Directors, Domtar pays a quarterly

dividend on its common stock.

 

TRANSFER AGENT

AND REGISTRAR

Computershare

P.O. BOX 30170

College Station, TX 77845-3170

North American Toll Free Number:

1-877-282-1168

Tel.: 1-781-575-2879

computershare.com/investor

 

INVESTOR RELATIONS

Investor Relations Department

Domtar Corporation

395 de Maisonneuve Blvd. West

Montreal, QC Canada H3A 1L6

Tel.: 514-848-5555

Voice Recognition: “Investor Relations”

Email: ir@domtar.com

 

Electronic versions of this report, SEC

filings and other publications are

available at domtar.com

 

ANNUAL MEETING

Tuesday, May 3, 2016, 5 p.m. ET

Domtar Corporate Office

234 Kingsley Park Drive

Fort Mill, SC 29715

     

PRINTING

Cover and insert printed with UV inks on a Heidelberg

Speedmaster CD 102 press 6-color units with in-line coater and full

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inter-deck and end-of- press extended delivery

UV drying systems.

         
         
         
         
         
          WE THANK THE DOMTAR EMPLOYEES
          WHO PARTICIPATED IN THE COVER
          PHOTO
          Cindy Chee, Internal Auditor
          Vincent Déry, Advisor
          Pension Plans
          Dominique Buslot, Manager
          IT Service Providers
           
  TENTATIVE EARNINGS SCHEDULE        
  First Quarter 2016: Thursday, April 28, 2016        
  Second Quarter 2016: Thursday, July 28, 2016        
  Third Quarter 2016: Thursday, October 27, 2016        
  Fourth Quarter 2016: Thursday, February 9, 2017        

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  Domtar is pleased to make an
annual contribution of $425,000
to WWF from the sale of FSC®
Certified EarthChoice®
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® WWF Registered Trademark. Panda Symbol

© 1986 WWF. © 1986 Panda symbol WWF-World Wide Fund for Nature (also known as World Wildlife Fund).

® “WWF” is a WWF Registered Trademark

 

 

 

 

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LOGO   Learn the environmental, social and
economic impacts of Domtar products
at domtarpapertrail.com.
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