UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2010
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		FOR THE TRANSITION PERIOD FROM           TO

COMMISSION FILE NUMBER: 001-33776

ABITIBIBOWATER INC.

(Exact name of registrant as specified in its charter)

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

1155 Metcalfe Street, Suite 800; Montreal, Quebec; Canada H3B 5H2

(Address of principal executive offices) (Zip Code)

(514) 875-2160

(Registrant’s telephone number, including area code)

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o   No o

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

Large accelerated filer   o		Accelerated filer   o		Non-accelerated filer   o (Do not check if a smaller       reporting company)		Smaller reporting company   þ

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

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o   No o

As of October 29, 2010, there were 54,704,593 shares of AbitibiBowater Inc. common stock outstanding.

 

 

ABITIBIBOWATER INC.
TABLE OF CONTENTS

				Page
				Number
PART I FINANCIAL INFORMATION
Item 1.		Financial Statements:
		Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2010 and 2009			1
		Consolidated Balance Sheets as of September 30, 2010 and December 31, 2009			2
		Consolidated Statement of Changes in Deficit for the Nine Months Ended September 30, 2010			3
		Consolidated Statements of Comprehensive Loss for the Nine Months Ended September 30, 2010 and 2009			3
		Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2010 and 2009			4
		Notes to Unaudited Interim Consolidated Financial Statements			5
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			33
Item 4.		Controls and Procedures			64
PART II OTHER INFORMATION					64
Item 1.		Legal Proceedings			64
Item 1A.		Risk Factors			65
Item 6.		Exhibits			83
SIGNATURES					84
EX-10.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2

ABITIBIBOWATER INC.

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2010				2009				2010				2009
Sales		$	1,192			$	1,091			$	3,474			$	3,240
Costs and expenses:
Cost of sales, excluding depreciation, amortization and cost of timber harvested			892				885				2,758				2,457
Depreciation, amortization and cost of timber harvested			119				147				376				461
Distribution costs			133				120				411				354
Selling and administrative expenses			40				54				109				165
Closure costs, impairment and other related charges			(3	)			(44	)			5				226
Net gain on disposition of assets			(1	)			(38	)			(14	)			(91	)
Operating income (loss)			12				(33	)			(171	)			(332	)
Interest expense (contractual interest of $159 and $192 in the three months ended September 30, 2010 and 2009, respectively, and $528 and $578 in the nine months ended September 30, 2010 and 2009, respectively)			(99	)			(126	)			(417	)			(461	)
Other (expense) income, net			(6	)			(25	)			32				(56	)
Loss before reorganization items and income taxes			(93	)			(184	)			(556	)			(849	)
Reorganization items, net (Note 3)			(731	)			(301	)			(1,084	)			(400	)
Loss before income taxes			(824	)			(485	)			(1,640	)			(1,249	)
Income tax (provision) benefit			(5	)			(34	)			5				7
Net loss including noncontrolling interests			(829	)			(519	)			(1,635	)			(1,242	)
Net loss attributable to noncontrolling interests			–				8				9				3
Net loss attributable to AbitibiBowater Inc.		$	(829	)		$	(511	)		$	(1,626	)		$	(1,239	)
Net loss per share attributable to AbitibiBowater Inc. common shareholders:
Basic and diluted		$	(14.35	)		$	(8.85	)		$	(28.18	)		$	(21.48	)
Weighted-average number of AbitibiBowater Inc. common shares outstanding:
Basic and diluted			57.7				57.7				57.7				57.7

See accompanying notes to unaudited interim consolidated financial statements.

ABITIBIBOWATER INC.

		September 30,				December 31,
		2010				2009
Assets
Current assets:
Cash and cash equivalents		$	540			$	756
Accounts receivable, net			854				644
Inventories, net			561				581
Assets held for sale			5				52
Other current assets			114				139
Total current assets			2,074				2,172
Fixed assets, net			3,279				3,897
Goodwill			53				53
Amortizable intangible assets, net			463				473
Other assets			578				517
Total assets		$	6,447			$	7,112
Liabilities and deficit
Liabilities not subject to compromise:
Current liabilities:
Accounts payable and accrued liabilities		$	590			$	462
Debtor in possession financing			40				206
Secured borrowings			120				–
Short-term bank debt			682				680
Current portion of long-term debt			300				305
Liabilities associated with assets held for sale			1				35
Total current liabilities			1,733				1,688
Long-term debt, net of current portion			281				308
Pension and other postretirement projected benefit obligations			67				89
Other long-term liabilities			75				162
Deferred income taxes			105				107
Total liabilities not subject to compromise			2,261				2,354
Liabilities subject to compromise (Note 3)			7,859				6,727
Total liabilities			10,120				9,081
Commitments and contingencies
Deficit:
AbitibiBowater Inc. shareholders’ deficit:
Common stock, $1 par value. 54.7 shares outstanding as of September 30, 2010 and December 31, 2009			55				55
Exchangeable shares, no par value. 3.0 shares outstanding as of September 30, 2010 and December 31, 2009			173				173
Additional paid-in capital			2,525				2,522
Deficit			(6,017	)			(4,391	)
Accumulated other comprehensive loss			(525	)			(450	)
Total AbitibiBowater Inc. shareholders’ deficit			(3,789	)			(2,091	)
Noncontrolling interests			116				122
Total deficit			(3,673	)			(1,969	)
Total liabilities and deficit		$	6,447			$	7,112

See accompanying notes to unaudited interim consolidated financial statements.

ABITIBIBOWATER INC.

		AbitibiBowater Inc. Shareholders’ Deficit
																		Accumulated
										Additional								Other				Non-
		Common				Exchangeable				Paid-In								Comprehensive				controlling				Total
		Stock				Shares				Capital				Deficit				Loss				Interests (1)				Deficit
Balance as of December 31, 2009		$	55			$	173			$	2,522			$	(4,391	)		$	(450	)		$	122			$	(1,969	)
Share-based compensation costs for equity-classified awards			–				–				3				–				–				–				3
Net loss			–				–				–				(1,626	)			–				(9	)			(1,635	)
Other comprehensive (loss) income, net of tax			–				–				–				–				(75	)			3				(72	)
Balance as of September 30, 2010		$	55			$	173			$	2,525			$	(6,017	)		$	(525	)		$	116			$	(3,673	)

(1)		As of December 31, 2008, the balance of noncontrolling interests was $136 million. During the nine months ended September 30, 2009, amounts attributable to noncontrolling interests consisted of $3 million of net loss, $13 million of other comprehensive income, net of tax, and $7 million of dividends paid to noncontrolling interests, which resulted in a balance of noncontrolling interests of $139 million as of September 30, 2009.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Under Creditor Protection Proceedings as of April 16 and 17, 2009 – Notes 1, 2 and 3)
(Unaudited, in millions)

		Nine Months Ended
		September 30,
		2010				2009
Net loss including noncontrolling interests		$	(1,635	)		$	(1,242	)
Other comprehensive income (loss):
Change in unamortized prior service costs, net of tax of $0 in 2010 and 2009			2				(6	)
Change in unamortized actuarial losses, net of tax of $1 and $0 in 2010 and 2009, respectively			(72	)			(4	)
Foreign currency translation			(2	)			59
Other comprehensive (loss) income, net of tax			(72	)			49
Comprehensive loss including noncontrolling interests			(1,707	)			(1,193	)
Less: Comprehensive loss (income) attributable to noncontrolling interests:
Net loss			9				3
Foreign currency translation			(3	)			(13	)
Comprehensive loss (income) attributable to noncontrolling interests			6				(10	)
Comprehensive loss attributable to AbitibiBowater Inc.		$	(1,701	)		$	(1,203	)

See accompanying notes to unaudited interim consolidated financial statements.

ABITIBIBOWATER INC.

		Nine Months Ended
		September 30,
		2010				2009
Cash flows from operating activities:
Net loss including noncontrolling interests		$	(1,635	)		$	(1,242	)
Adjustments to reconcile net loss including noncontrolling interests to net cash provided by operating activities:
Share-based compensation			3				4
Depreciation, amortization and cost of timber harvested			376				461
Closure costs, impairment and other related charges			5				226
Write-downs of inventory			–				17
Deferred income taxes			(3	)			64
Net pension expense (contributions)			6				(155	)
Net gain on disposition of assets			(14	)			(91	)
Amortization of debt discount (premium) and debt issuance costs, net			11				51
Loss on translation of foreign currency denominated debt			11				45
Non-cash interest expense			217				149
Non-cash reorganization items, net			999				321
Debtor in possession financing costs			6				29
Changes in working capital:
Accounts receivable			(82	)			102
Inventories			(12	)			100
Other current assets			29				(30	)
Accounts payable and accrued liabilities			67				83
Other, net			31				(63	)
Net cash provided by operating activities			15				71
Cash flows from investing activities:
Cash invested in fixed assets			(42	)			(80	)
Disposition of assets			83				119
Increase in restricted cash			(85	)			–
(Increase) decrease in deposit requirements for letters of credit, net			(2	)			75
Release of pension trust assets			8				–
Cash received in monetization of derivative financial instruments			–				5
Net cash (used in) provided by investing activities			(38	)			119
Cash flows from financing activities:
Decrease in secured borrowings, net			(21	)			–
Cash dividends to noncontrolling interests			–				(7	)
Debtor in possession financing			–				261
Debtor in possession financing costs			(6	)			(29	)
Payment of debtor in possession financing			(166	)			–
Short-term financing, net			–				(24	)
Payments of long-term debt			–				(5	)
Payments of financing and bank credit facility fees			–				(9	)
Net cash (used in) provided by financing activities			(193	)			187
Net (decrease) increase in cash and cash equivalents			(216	)			377
Cash and cash equivalents:
Beginning of period			756				192
End of period		$	540			$	569

See accompanying notes to unaudited interim consolidated financial statements.

ABITIBIBOWATER INC.
(Under Creditor Protection Proceedings as of April 16 and 17, 2009 – Notes 1, 2 and 3)

Note 1. Organization and Basis of Presentation

Nature of operations

AbitibiBowater Inc. (with its subsidiaries and affiliates, either individually or collectively, unless otherwise indicated, referred to as “AbitibiBowater,” “we,” “our,” “us” or the “Company”) is incorporated in Delaware and is a leading producer of newsprint and coated and specialty papers. In addition, we produce and sell market pulp and wood products. We operate pulp and paper manufacturing facilities in Canada, the United States and South Korea, as well as wood products manufacturing facilities and hydroelectric facilities in Canada.

Financial statements

The consolidated balance sheets as of September 30, 2010 and December 31, 2009, the related statements of operations for the three and nine months ended September 30, 2010 and 2009, the related statement of changes in deficit for the nine months ended September 30, 2010 and the related statements of comprehensive loss and cash flows for the nine months ended September 30, 2010 and 2009 are unaudited and have been prepared in accordance with the requirements of the United States Securities and Exchange Commission (“SEC”) for interim reporting. Under those rules, certain footnotes and other financial information that are normally required by United States generally accepted accounting principles (“U.S. GAAP”) may be condensed or omitted. In our opinion, all adjustments (consisting of normal recurring adjustments) necessary for the fair presentation of the interim financial statements have been made. All amounts are expressed in U.S. dollars, unless otherwise indicated. The results for the interim period ended September 30, 2010 are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2009, filed on March 31, 2010, as amended. Certain prior year amounts in the unaudited interim consolidated financial statements and the related notes have been reclassified to conform to the 2010 presentation. The reclassifications had no effect on total deficit or net loss.

Creditor Protection Proceedings

On April 16, 2009 and December 21, 2009, AbitibiBowater Inc. and certain of its U.S. and Canadian subsidiaries filed voluntary petitions (collectively, the “Chapter 11 Cases”) in the United States Bankruptcy Court for the District of Delaware (the “U.S. Court”) for relief under the provisions of Chapter 11 of the United States Bankruptcy Code, as amended (“Chapter 11”). In addition, on April 17, 2009, certain of AbitibiBowater Inc.’s Canadian subsidiaries sought creditor protection (the “CCAA Proceedings”) under the Companies’ Creditors Arrangement Act (the “CCAA”) with the Superior Court of Quebec in Canada (the “Canadian Court”). On April 17, 2009, Abitibi-Consolidated Inc. (“Abitibi”), a subsidiary of AbitibiBowater Inc., and its wholly-owned subsidiary, Abitibi-Consolidated Company of Canada (“ACCC”), each filed a voluntary petition for provisional and final relief (the “Chapter 15 Cases”) in the U.S. Court under the provisions of Chapter 15 of the United States Bankruptcy Code, as amended, to obtain recognition and enforcement in the United States of certain relief granted in the CCAA Proceedings and also on that date, AbitibiBowater Inc. and certain of its subsidiaries in the Chapter 11 Cases obtained orders under Section 18.6 of the CCAA in respect thereof (the “18.6 Proceedings”). The Chapter 11 Cases, the Chapter 15 Cases, the CCAA Proceedings and the 18.6 Proceedings are collectively referred to as the “Creditor Protection Proceedings.” The entities subject to the Creditor Protection Proceedings are referred to herein as the “Debtors.” The U.S. Court and the Canadian Court are collectively referred to as the “Courts.” Our wholly-owned subsidiary that operates our Mokpo, South Korea operations and almost all of our less than wholly-owned subsidiaries continue to operate outside of the Creditor Protection Proceedings.

On July 9, 2010, the Canadian Court approved the mailing of solicitation materials related to the CCAA Plan of Reorganization and Compromise (the “CCAA Reorganization Plan”). On August 2, 2010, the U.S Court approved the solicitation materials in respect of the Debtors’ Second Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code (the “Chapter 11 Reorganization Plan” and, together with the CCAA Reorganization Plan, the “Plans of Reorganization”). On August 9, 2010, we began soliciting votes from creditors for the approval or rejection of our Plans of Reorganization. The Plans of Reorganization describe a proposed treatment of creditor claims and certain other matters.

On September 14, 2010 and September 21, 2010, the creditors under the CCAA Proceedings and the Chapter 11 Cases, respectively, with one exception as discussed in Note 2, “Creditor Protection Proceedings – Plans of Reorganization,” approved the respective Plan of Reorganization. On September 23, 2010, the CCAA Reorganization Plan was sanctioned by the Canadian Court. The hearing before the U.S. Court with respect to confirmation of the Chapter 11 Reorganization

Plan began on September 24, 2010. The confirmation of the Chapter 11 Reorganization Plan is pending before the U.S. Court.

For additional information, see Note 2, “Creditor Protection Proceedings.”

Basis of presentation and going concern issues

Our unaudited interim consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, the Creditor Protection Proceedings, which are discussed further in Note 2, “Creditor Protection Proceedings,” raise substantial doubt about our ability to continue as a going concern.

The Creditor Protection Proceedings and our debtor in possession financing arrangements, which are discussed in Note 12, “Liquidity and Debt,” have provided us with a period of time to stabilize our operations and financial condition and develop our Plans of Reorganization. Management believes that these actions make the going concern basis of presentation appropriate. However, given the uncertainty involved in these proceedings, the realization of assets and discharge of liabilities are each subject to significant uncertainty. Further, our ability to continue as a going concern is dependent on market conditions and our ability to obtain confirmation of the Chapter 11 Reorganization Plan from the U.S. Court, successfully implement the Plans of Reorganization, improve profitability and consummate our exit financing to replace our debtor in possession financing arrangements. However, it is not possible to predict whether the actions taken in our restructuring will result in improvements to our financial condition sufficient to allow us to continue as a going concern. If the going concern basis is not appropriate, adjustments will be necessary to the carrying amounts and/or classification of our assets and liabilities.

Further, the implementation of the Plans of Reorganization and the application of fresh start accounting upon our emergence from the Creditor Protection Proceedings in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 852, “Reorganizations” (“FASB ASC 852”), will materially change the carrying amounts and classifications reported in our consolidated financial statements. The assets and liabilities in our unaudited interim consolidated financial statements do not reflect any adjustments related to the Plans of Reorganization, except for certain charges discussed in Note 3, “Creditor Protection Proceedings Related Disclosures – Reorganization items, net.” In addition, except for certain charges discussed in Note 3, “Creditor Protection Proceedings Related Disclosures – Reorganization items, net,” our unaudited interim consolidated financial statements do not purport to reflect or provide for all of the potential consequences of the Creditor Protection Proceedings, such as: (i) the realizable value of our assets on a liquidation basis or their availability to satisfy liabilities, (ii) the amounts of pre-petition liabilities that may be allowed for claims or contingencies or the status and priority thereof, (iii) the effect of any changes in our deficit that may be made in our recapitalization or (iv) the effect on our Consolidated Statements of Operations regarding any changes made to our business resulting from the Plans of Reorganization.

Effective upon the commencement of the Creditor Protection Proceedings, we applied the guidance in FASB ASC 852 in preparing our consolidated financial statements and we continue to apply this guidance while we operate under the Creditor Protection Proceedings. The guidance in FASB ASC 852 does not change the manner in which financial statements are prepared. However, it requires that the financial statements distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, certain expenses, provisions for losses, gains on disposition of assets and other charges and credits directly associated with or resulting from the reorganization and restructuring of the business that have been realized or incurred in the Creditor Protection Proceedings have been recorded in “Reorganization items, net” in our Consolidated Statements of Operations. For additional information, see Note 3, “Creditor Protection Proceedings Related Disclosures - Reorganization items, net.” Pre-petition obligations that may be impaired by the reorganization process have been classified in our Consolidated Balance Sheets as “Liabilities subject to compromise.” For additional information, see Note 3, “Creditor Protection Proceedings Related Disclosures - Liabilities subject to compromise.” Additionally, we have continued to record interest expense on certain of our pre-petition debt obligations. For additional information, see Note 12, “Liquidity and Debt.”

Bridgewater Administration

On February 2, 2010, Bridgewater Paper Company Limited (“BPCL”), a subsidiary of AbitibiBowater Inc., filed for administration in the United Kingdom pursuant to the United Kingdom Insolvency Act 1986, as amended (the “BPCL

Administration”). BPCL’s board of directors appointed Ernst & Young LLP as joint administrators for the BPCL Administration, whose responsibilities are to manage the affairs, business and assets of BPCL. In May 2010, the joint administrators announced the sale of the paper mill and all related machinery and equipment. As a result of the filing for administration, we lost control over and the ability to influence BPCL’s operations. As a result, effective as of the date of the BPCL Administration filing, we are no longer consolidating BPCL in our consolidated financial statements and are now accounting for BPCL using the cost method of accounting. For additional information, see
Note 3, “Creditor Protection Proceedings Related Disclosures – Reorganization items, net.”

BPCL was a party to a contract with NPower Cogen Limited (“NPower”) for the cogeneration building and equipment lease and for the purchase of steam and electricity to operate the paper mill. This contract also contained two embedded derivative features, which are no longer included in our consolidated financial statements as a result of the deconsolidation of BPCL. Abitibi had provided a guarantee in favor of NPower as it relates to BPCL’s obligations under this agreement, which it repudiated on July 7, 2009. NPower filed a related claim in the Creditor Protection Proceedings against Abitibi in November 2009. In the first quarter of 2010, we recorded a liability for NPower’s repudiated claim. For additional information, see Note 3, “Creditor Protection Proceedings Related Disclosures – Reorganization items, net.”

Recently adopted accounting guidance

On January 1, 2010, we prospectively adopted new accounting guidance which eliminates the concept of a qualified special-purpose entity (“QSPE”), changes the requirements for derecognizing financial assets and requires additional disclosures. The new guidance requires entities to provide additional information about transfers of financial assets, including securitization transactions, and where companies have continuing exposure to the risks related to transferred financial assets. The adoption of this accounting guidance did not have a material impact on our results of operations or financial position as it applies to the QSPEs that were established for note monetization purposes. However, as a result of the adoption of this new accounting guidance, the transfers of accounts receivable interests under our accounts receivable securitization program no longer qualify as sales. Such transfers and the proceeds received thereon are now accounted for as secured borrowings. For additional information, see Note 12, “Liquidity and Debt.”

On January 1, 2010, we adopted new accounting guidance which changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. QSPEs will no longer be excepted from current accounting guidance. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. We are not the primary beneficiary of any of the QSPEs that were established for note monetization purposes and therefore, such QSPEs will remain unconsolidated entities. The adoption of this accounting guidance did not have an impact on our results of operations or financial position.

Note 2. Creditor Protection Proceedings

Overview

As discussed in Note 1, “Organization and Basis of Presentation – Creditor Protection Proceedings,” AbitibiBowater Inc. and certain of its subsidiaries commenced Creditor Protection Proceedings on April 16 and 17, 2009 and December 21, 2009 in order to enable us to pursue reorganization efforts under the protection of Chapter 11 and the CCAA, as applicable. We remain in possession of our assets and properties and are continuing to operate our business and manage our properties as “debtors in possession” under the jurisdiction of the Courts and in accordance with the applicable provisions of Chapter 11 and the CCAA. In general, the Debtors are authorized to continue to operate as ongoing businesses, but may not engage in transactions outside the ordinary course of business without the approval of the applicable Court(s) or the Monitor (as defined below), as applicable.

The commencement of the Creditor Protection Proceedings constituted an event of default under substantially all of our pre-petition debt obligations, and those debt obligations became automatically and immediately due and payable by their terms, although any action to enforce such payment obligations is stayed as a result of the Creditor Protection Proceedings. See Note 3, “Creditor Protection Proceedings Related Disclosures - Liabilities subject to compromise,” and Note 12, “Liquidity and Debt – Overview,” for additional information.

Debtor in possession financing arrangements

In the Creditor Protection Proceedings, we sought and obtained approval by the applicable Court(s) to enter into various debtor in possession financing arrangements, which are discussed in further detail in Note 12, “Liquidity and Debt.”

Reorganization process

The Courts have issued a variety of orders on either a final or interim basis intended to support our business continuity throughout the restructuring process. We have retained legal and financial professionals to advise us on the Creditor Protection Proceedings and may, from time to time, retain additional professionals, subject to any applicable Court approval.

On April 28, 2009, the United States Trustee for the District of Delaware appointed an official committee of unsecured creditors (the “Creditors’ Committee”) in the Chapter 11 Cases pursuant to the requirements of Chapter 11. The Creditors’ Committee and its legal representatives have a right to be heard on all matters that come before the U.S. Court with respect to us. Under the terms of a Canadian Court order, Ernst & Young Inc. serves as the court-appointed monitor under the CCAA Proceedings (the “Monitor”) and assisted us in formulating our CCAA restructuring plan.

Subject to certain exceptions under Chapter 11 and the CCAA, our filings (and in Canada, the Initial Order, as defined below) automatically enjoined, or stayed, the continuation of any judicial or administrative proceedings or other actions against us and our property to recover, collect or secure a claim arising prior to the filing of the Creditor Protection Proceedings. We began notifying all known current or potential creditors regarding these filings shortly after the commencement of the Creditor Protection Proceedings. We have successfully applied on several occasions to the Canadian Court in order to enforce the stay of proceedings against creditors acting in breach of the stay.

Under Section 365 and other relevant sections of Chapter 11, we may assume, assign or reject certain executory contracts and unexpired leases, including leases of real property and equipment, subject to the approval of the U.S. Court and certain other conditions. Similarly, pursuant to the initial order issued by the Canadian Court on April 17, 2009 (the “Initial Order”), we had the right to, among other things, repudiate or reject agreements, contracts or arrangements of any nature whatsoever, whether oral or written, subject to the approval of the Monitor or further order of the Canadian Court. Any description of an agreement, contract, unexpired lease or arrangement in these notes to our unaudited interim consolidated financial statements must be read in light of these overriding rights pursuant to Section 365 of Chapter 11 and the relevant provisions of the CCAA, as applicable. Since initiating the Creditor Protection Proceedings, we have engaged in a review of our various agreements in light of the overriding rights described above. We have rejected and repudiated a number of agreements and leases, including leases of real estate and equipment, and have assumed or assigned certain others. The creditors affected by these repudiations and rejections were entitled to file proofs of claims in the Creditor Protection Proceedings.

During the Creditor Protection Proceedings, the Courts granted our respective motions to establish various bar dates for the filing of claims. We notified all of our known creditors and potential creditors of such bar dates and the requirement to file a proof of claim with the Courts before the relevant deadlines in order for a claimant to receive any distribution in the Creditor Protection Proceedings. In January 2010, the Canadian Court issued an order setting out the process for the review, determination and adjudication of contested claims with a view to determining their amounts for the purpose of the creditor vote in respect of the CCAA Reorganization Plan. No such order has been issued in the U.S., where the applicable procedure for the investigation of discrepancies between liability amounts estimated by us and claims filed by our creditors and for the valuation of liabilities is generally governed by the rules under Chapter 11.

There are approximately 6,000 and 11,500 claims outstanding against the Chapter 11 filers and the CCAA filers, respectively, that total approximately $67 billion (which for purposes of this disclosure, for the claims filed against the CCAA filers in Canadian dollars, reflects the exchange rate to U.S. dollars on the date of the commencement of the CCAA Proceedings, which may not be the rate applicable to every claim). We continue to reconcile such claims to the amounts we have recorded in “Liabilities subject to compromise” as of September 30, 2010 in our Consolidated Balance Sheets. Differences in amounts recorded and claims filed by creditors continue to be investigated and will be resolved, including through the filing of objections with the Courts, where appropriate. We have identified, and expect to continue to identify, many claims that we believe should be disallowed by the Courts because they are duplicative, have been later amended or superseded, are without merit, are overstated or for other reasons. Additionally, we have identified, and expect to continue

to identify, claims that may be amended or withdrawn. In addition, as a result of this process, we may identify additional liabilities that will need to be recorded or reclassified to liabilities subject to compromise. Also, we have identified, and may continue to identify, recorded liabilities for which no claim has been filed, which would result in a reorganization gain upon the elimination of the recorded liabilities. Although we are continuing to make progress, in light of the substantial number and amount of claims filed, the claims resolution process may take considerable time to complete. Completion of the claims resolution process is not a condition to our emergence from the Creditor Protection Proceedings.

The determination of how claims will ultimately be treated, as well as how each class of affected claims will be settled, including payment terms, if applicable, in the Chapter 11 Cases and the CCAA Proceedings cannot be made until both Courts have approved the Plans of Reorganization. Accordingly, the ultimate number and amount of allowed claims, as well as the ultimate treatment and recovery of allowed claims, is not determinable at this time. Given the magnitude of the claims asserted, and despite the applicable bar dates for the filing of claims, it is possible that allowed claims may be materially in excess of the amounts recorded as liabilities subject to compromise as of September 30, 2010 and adjustments to these liabilities may be recorded as “Reorganization items, net” in our Consolidated Statements of Operations in future periods. Classification for purposes of our consolidated financial statements of any pre-petition liabilities on any basis other than liabilities subject to compromise is not an admission against interest or legal conclusion by the Debtors as to the manner of classification, treatment, allowance or payment in the Creditor Protection Proceedings, including in connection with the Plans of Reorganization that may be approved by the Courts and that may become effective pursuant to the Courts’ orders.

For additional information, see Note 3, “Creditor Protection Proceedings Related Disclosures – Reorganization items, net and – Liabilities subject to compromise.”

Plans of Reorganization

In order to successfully exit from Chapter 11 and the CCAA, affected creditors and the Courts are required to approve the Plans of Reorganization. As discussed in Note 1, “Organization and Basis of Presentation – Creditor Protection Proceedings,” in September 2010, the creditors under the CCAA Proceedings and the Chapter 11 Cases, with one exception, voted in the requisite numbers to approve the respective Plan of Reorganization and the Canadian Court sanctioned the CCAA Reorganization Plan on September 23, 2010. The U.S. Court has not yet ruled on the confirmation of the Chapter 11 Reorganization Plan. Creditors of Bowater Canada Finance Corporation (“BCFC”), a wholly-owned subsidiary of Bowater Incorporated (“Bowater”), a wholly-owned subsidiary of AbitibiBowater Inc., did not vote in the requisite numbers to approve the Plans of Reorganization. Accordingly, we did not seek sanction of the CCAA Reorganization Plan with respect to BCFC and are not currently seeking confirmation of the Chapter 11 Reorganization Plan with respect to BCFC.

In the United States, Chapter 11 provides that we have the exclusive right for up to 18 months after the filing of the Creditor Protection Proceedings to file a plan or plans of reorganization with the U.S. Court. In successive orders, the U.S. Court extended our initial exclusive right to file a plan or plans of reorganization and solicit votes thereon, and the current deadlines are October 16, 2010 and December 16, 2010, respectively. Accordingly, our exclusive right to file a plan or plans of reorganization has lapsed, and any party in interest may now file a plan or plans of reorganization. In addition to obtaining creditor approval and satisfying certain requirements of Chapter 11, the Chapter 11 Reorganization Plan must be confirmed by the U.S. Court in order to become effective.

Similarly, in Canada, the Initial Order provides for a general stay of proceedings for an initial period of 30 days. The Canadian Court has extended the stay of proceedings on a number of occasions. While the stay of proceedings applies, third parties cannot file a plan or plans of reorganization. The Canadian Court extended the stay of proceedings through the implementation date of the CCAA Reorganization Plan in its sanction order.

There can be no assurance that the Chapter 11 Reorganization Plan will be confirmed by the U.S. Court or that the Plans of Reorganization will be implemented successfully. There are a number of significant conditions to the implementation of the Plans of Reorganization, including, among other things, conditions relating to the exit financing facilities, the receipt or filing of all applicable approvals or applications with applicable government entities, certain agreements with unions having been executed and ratified and the adoption of funding relief measures in respect of our pension plans in Ontario and Quebec.

The Plans of Reorganization include, among other things, the following key elements:

•

each of the Debtors’ operations will continue in substantially their current form;

•

all amounts outstanding under the Bowater DIP Agreement (as defined below) will be paid in full in cash and the facility will be terminated;

•

all outstanding receivable interests sold under the Abitibi and Donohue Corp. (“Donohue,” an indirect, wholly-owned subsidiary of AbitibiBowater Inc.) accounts receivable securitization program will be repurchased in cash for a price equal to the par amount thereof and the program will be terminated;

•

all amounts outstanding under the Bowater pre-petition secured bank credit facilities, which consist of separate credit agreements entered into by Bowater and Bowater Canadian Forest Products Inc. (“BCFPI,” an indirect, wholly-owned subsidiary of Bowater), will be paid in full in cash, including accrued interest;

•

the outstanding balance of the ACCC pre-petition senior secured term loan will be paid in full in cash, including accrued interest;

•

the outstanding balance of the ACCC pre-petition 13.75% senior secured notes due 2011 will be paid in full in cash, including accrued interest;

•

the outstanding pre-petition Bowater floating rate industrial revenue bonds due 2029 will be paid in full in cash, including accrued interest;

•

certain holders of allowed claims arising from the Debtors’ pre-petition unsecured indebtedness will receive their pro rata share of the new common stock to be issued by us, as reorganized, upon emergence from the Creditor Protection Proceedings;

•

the Debtors’ obligations to fund the prior service costs related to their pension and other postretirement benefit plans will be reinstated, subject to the resolution of funding relief, as further discussed in Note 15, “Commitments and Contingencies – Resolution of Quebec pension situation”;

•

holders of pre-petition unsecured indebtedness with individual claim amounts of $5,000 or less (or reduced to such amount) may be paid in cash in an amount equal to 50% of their claim amount, but under certain circumstances, these claim holders may be treated instead like all other holders of claims arising from pre-petition unsecured indebtedness;

•

all equity interests in the Company existing immediately prior to the emergence date will be discharged, canceled, released and extinguished;

•

after the reorganization upon consummation of the Plans of Reorganization, we will assume the obligations in respect of the $850 million of 10.25% senior secured notes due 2018 issued by an escrow subsidiary of ours; and

•

after the reorganization upon consummation of the Plans of Reorganization, we expect to enter into a senior secured asset-based revolving credit facility in an amount of $600 million (the “ABL Credit Facility”), under which $42 million of letters of credit are expected to be outstanding.

Under the priority scheme established by Chapter 11 and the CCAA, unless creditors agree otherwise, pre-petition liabilities and post-petition liabilities must be satisfied in full before shareholders are entitled to receive any distribution or retain any property under any plan of reorganization. The final recovery to creditors and/or shareholders, if any, will be determined in accordance with the Plans of Reorganization, as amended and/or supplemented, as approved by the applicable Court. The recovery depends on, among other things, the nature of the claim and the debtor against whom the claim is properly made, as further described in the Plans of Reorganization and the related disclosure documents. Accordingly, the value of our obligations, including our debt securities, is highly speculative. The Plans of Reorganization provide that all of our currently outstanding common stock and exchangeable shares will be canceled for no consideration. Appropriate caution should be exercised with respect to existing and future investments in any of our liabilities and securities.

Listing and trading of our common stock and the exchangeable shares of AbitibiBowater Canada Inc.

Due to the commencement of the Creditor Protection Proceedings, each of the New York Stock Exchange and the Toronto Stock Exchange (“TSX”) suspended the trading of our common stock at the opening of business on April 16, 2009 and delisted our common stock at the opening of business on May 21, 2009 and the close of market on May 15, 2009, respectively. Our common stock is currently traded in the over-the-counter market and is quoted on the Pink Sheets Quotation Service and on the OTC Bulletin Board under the symbol “ABWTQ.” In addition, the TSX suspended the trading of the exchangeable shares of AbitibiBowater Canada Inc. at the opening of business on April 16, 2009 and delisted such shares at the close of market on May 15, 2009.

Note 3. Creditor Protection Proceedings Related Disclosures

Reorganization items, net

FASB ASC 852 requires separate disclosure of reorganization items such as certain expenses, provisions for losses and other charges and credits directly associated with or resulting from the reorganization and restructuring of the business that have been realized or incurred in the Creditor Protection Proceedings. As a result, all charges related to the commencement of an indefinite idling or permanent closure of a mill or a paper machine subsequent to the commencement of the Creditor Protection Proceedings are recorded in “Reorganization items, net”; whereas all charges related to the commencement of an indefinite idling or permanent closure of a mill or a paper machine prior to the commencement of the Creditor Protection Proceedings are recorded in “Closure costs, impairment and other related charges” in the consolidated statements of operations. Also, professional fees, provision for repudiated or rejected executory contracts, gains on disposition of assets, write-off of debt discounts and issuance costs, revaluation of debt due to currency exchange, reversal of post-petition accrued interest on certain debt obligations not allowed as a permitted claim by the Canadian Court, gains resulting from the loss of control of subsidiaries and the subsequent deconsolidation, debtor in possession financing costs and other expenses directly related to or resulting from our reorganization process under the Creditor Protection Proceedings have been recorded in “Reorganization items, net” in our Consolidated Statements of Operations. The recognition of Reorganization items, net, unless specifically prescribed otherwise by FASB ASC 852, is in accordance with other applicable U.S. GAAP, including accounting for impairments of long-lived assets, accelerated depreciation, severance and termination benefits and costs associated with exit and disposal activities (including costs incurred in a restructuring).

Reorganization items, net for the three and nine months ended September 30, 2010 and 2009 were comprised of the following:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(Unaudited, in millions)			2010				2009				2010				2009
Professional fees (1)		$	44			$	26			$	97			$	81
Provision for repudiated or rejected executory contracts (2)			20				92				169				107
Charges related to indefinite idlings and permanent closures (3)			12				162				276				162
Gains on disposition of assets (4)			–				–				(60	)			–
Write-off of debt discounts and issuance costs (5)			550				–				550				–
Revaluation of debt due to currency exchange (6)			548				–				548				–
Reversal of post-petition accrued interest on certain debt obligations (7)			(447	)			–				(447	)			–
Gain on deconsolidation of BPCL (8)			–				–				(27	)			–
Gain on deconsolidation of a variable interest entity (“VIE”) (9)			–				–				(16	)			–
Debtor in possession financing costs (10)			5				–				10				29
Other (11)			(1	)			21				(16	)			21
		$	731			$	301			$	1,084			$	400

(1)		Professional fees directly related to the Creditor Protection Proceedings, ongoing monitoring and establishment of the Plans of Reorganization, including legal, accounting and other professional fees, as well as professional fees incurred by our creditors. Additionally, pursuant to the Plans of Reorganization, as part of our exit financing, we had initially planned to conduct a rights offering for the issuance of convertible senior subordinated notes to holders of eligible unsecured claims. With the approval of the Courts, we entered into a backstop commitment agreement that provided for the purchase by certain investors of the convertible notes to the extent that the rights offering would have been under-subscribed. On September 21, 2010, we announced that we had elected not to pursue the rights offering. In the third quarter of 2010, we recorded the backstop commitment agreement termination fee of $15 million. One of the

		parties to the backstop commitment agreement was Fairfax Financial Holdings Limited (“Fairfax”).
(2)		Provision for repudiated or rejected executory contracts represents provision for estimated claims arising from repudiated or rejected executory contracts, primarily the parental guarantee of BPCL’s NPower contract, supply contracts and equipment leases. The provision for the nine months ended September 30, 2010 is net of approximately $14 million of gains arising from liabilities adjusted in the claims reconciliation process. See Note 1, “Organization and Basis of Presentation – Bridgewater Administration,” and Note 2, “Creditor Protection Proceedings – Reorganization process,” for additional information.
(3)		In 2010, represents charges primarily related to: (i) accelerated depreciation charges in the third quarter of 2010 related to the indefinite idling of our St-Fulgence, Quebec and Petit Saguenay, Quebec sawmills; (ii) the indefinite idling of our Gatineau, Quebec paper mill in the second quarter of 2010 (for which we announced its permanent closure in the third quarter of 2010); (iii) the indefinite idling of a de-inking line and paper machine at our Thorold, Ontario paper mill in the first quarter of 2010 and (iv) an impairment charge in the second quarter of 2010 related to our Lufkin, Texas paper mill to reduce the carrying value of the assets to their current estimated fair value. In 2009, represents charges in the third quarter of 2009 related to the indefinite idling of various paper mills and paper machines located in Canada, as well as the permanent closure of a sawmill in the United States and a chipping operation in Quebec, Canada. The fair value of all impaired assets was determined based on their estimated sale or salvage values. All of these actions were initiated subsequent to the commencement of the Creditor Protection Proceedings as part of our work towards a comprehensive restructuring plan. Accordingly, these charges are included in Reorganization items, net. Such charges for the three and nine months ended September 30, 2010 and 2009 were comprised of the following:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(Unaudited, in millions)		2010				2009				2010				2009
Accelerated depreciation		$	12			$	11			$	222			$	11
Long-lived asset impairment			–				112				10				112
Severance and pension curtailment			–				32				29				32
Write-downs of inventory			–				7				15				7
		$	12			$	162			$	276			$	162

(4)		Represents the gains on disposition of various mills and other assets as part of our work towards a comprehensive restructuring plan, including the write-off of related asset retirement obligations. Such gains for the three months ended September 30, 2010 were less than $1 million and included the remaining assets of our Lufkin paper mill and our Albertville sawmill, all of which we sold for proceeds of approximately $14 million. Such gains for the nine months ended September 30, 2010 also included our Mackenzie, British Columbia paper mill and sawmills, four previously permanently closed paper mills that were bundled and sold together, our Westover, Alabama sawmill, our recycling division’s material recycling facilities located in Arlington, Houston and San Antonio, Texas and various other assets, all of which we sold for proceeds of approximately $54 million.
(5)		FASB ASC 852 requires that debt discounts and premiums, as well as debt issuance costs, be viewed as part of the valuation of the related pre-petition debt in arriving at the net carrying amount of the debt. When the debt becomes an allowed claim and the allowed claim differs from the net carrying amount of the debt, the recorded amount should be adjusted to the amount of the allowed claim. Pursuant to the Canadian Court’s sanction of the CCAA Reorganization Plan (which included the approval of allowed debt claims) on September 23, 2010, we adjusted the net carrying amount of the CCAA filers’ debt obligations to the allowed amount of the claims, which resulted in a write-off of the unamortized balance of debt discounts and issuance costs in the third quarter of 2010. Since the U.S. Court had not confirmed the Chapter 11 Reorganization Plan as of September 30, 2010 (which would include the approval of allowed debt claims), we have not adjusted the net carrying amount of the Chapter 11 filers’ debt obligations for the write-off of debt discounts, premiums and issuance costs, totaling approximately $121 million as of September 30, 2010. We will be required to record this amount or a portion thereof as a reorganization item if the U.S. Court ultimately allows claim amounts that differ from the net carrying amount of the debt.
(6)		For purposes of determining the amounts of allowed unsecured claims, any claims filed against a CCAA filer or Chapter 11 filer denominated in a currency other than the local currency are to be translated to Canadian dollars and U.S. dollars, respectively, using the exchange rate in effect as of the date of the commencement of the Creditor Protection Proceedings for all Chapter 11 claims and for CCAA claims that existed as of the filing date, or the exchange rate in effect as of the date of the notice or event that gave rise to the claim for CCAA claims that arose after the filing date (the “fixed exchange rate”). The majority of our CCAA filers’ pre-petition unsecured debt obligations were denominated in U.S. dollars. As noted above, when the debt becomes an allowed claim and the allowed claim differs from the net carrying amount of the debt, the recorded amount should be adjusted to the amount of the allowed

		claim. Pursuant to the Canadian Court’s sanction of the CCAA Reorganization Plan (which included the approval of allowed debt claims) on September 23, 2010, we adjusted the CCAA filers’ pre-petition unsecured debt obligations to the allowed amount of the claims, which resulted in a revaluation to reflect the impact of the fixed exchange rate in the third quarter of 2010.
(7)		We had recorded post-petition accrued interest on the CCAA filers’ pre-petition unsecured debt obligations, based on the expectation that such accrued interest would be a permitted claim under the CCAA Proceedings. However, pursuant to the CCAA Reorganization Plan sanctioned by the Canadian Court on September 23, 2010, the CCAA filers’ pre-petition unsecured debt obligations do not include the amount of such post-petition accrued interest for distribution purposes and therefore, such accrued interest is now accounted for as not having been approved as a permitted claim. Accordingly, we reversed such post-petition accrued interest as a Reorganization item in the third quarter of 2010 and we are no longer accruing interest on the CCAA filers’ pre-petition unsecured debt obligations.
(8)		As discussed in Note 1, “Organization and Basis of Presentation – Bridgewater Administration,” we are no longer consolidating BPCL in our consolidated financial statements. At the time of the BPCL Administration filing, we had a negative basis in our investment in BPCL. Upon the deconsolidation of BPCL, we derecognized our negative investment, which resulted in a gain of $27 million.
(9)		During the second quarter of 2010, a subsidiary that was a VIE that we had been consolidating was placed into receivership. As a result, we lost control over and the ability to influence this VIE’s operations and are no longer the primary beneficiary of this VIE. Therefore, we are no longer consolidating this VIE in our consolidated financial statements. At such time, we had a negative basis in our investment in this VIE. Upon the deconsolidation of this VIE, we derecognized our negative investment, which resulted in a gain of $16 million.
(10)		Debtor in possession financing costs were recorded in the third quarter of 2010 in connection with the July 15, 2010 amendment to the Bowater DIP Agreement and for the exit fee related to the Bowater DIP Agreement and in the second quarter of 2010 in connection with: (i) the May 5, 2010 extension of the Bowater DIP Agreement to July 21, 2010 and (ii) the June 11, 2010 amendment to the Abitibi and Donohue second amended and restated accounts receivable securitization program. Debtor in possession financing costs were incurred in the second quarter of 2009 in connection with entering into: (i) the Bowater DIP Agreement, (ii) the debtor in possession financial facility for the benefit of Abitibi and Donohue, which was terminated on December 9, 2009, and (iii) the Abitibi and Donohue second amended and restated accounts receivable securitization program. For additional information, see Note 12, “Liquidity and Debt.”
(11)		For the nine months ended September 30, 2010, “Other” includes: (i) the write-off of approximately $23 million of environmental liabilities related to our Newfoundland and Labrador properties that were expropriated and for which no claim was filed; (ii) environmental charges related to our estimated liability for an environmental claim filed against us by the current owner of a site previously owned by Abitibi and (iii) employee termination charges resulting from our work towards a comprehensive restructuring plan related to a workforce reduction at our Catawba, South Carolina paper mill. In the third quarter of 2009, we recorded impairment charges totaling $21 million to reduce our retained interest in three qualified special-purpose entities to zero (for further information, reference is made to Note 18, “Monetization of Timber Notes,” included in our consolidated financial statements for the year ended December 31, 2009). “Other” for all periods also includes interest income, which was $1 million and $2 million for the three and nine months ended September 30, 2010, respectively, and less than $1 million for all other periods presented.

In the three and nine months ended September 30, 2010, we paid $38 million and $85 million, respectively, relating to reorganization items, which were comprised of: (i) professional fees of $37 million and $79 million, respectively, and (ii) debtor in possession financing costs of
$1 million and $6 million, respectively. In the three and nine months ended September 30, 2009, we paid $28 million and $79 million, respectively, relating to reorganization items, which were comprised of: (i) professional fees of $26 million and $50 million, respectively, and (ii) debtor in possession financing costs of $2 and $29 million, respectively. Payments relating to professional fees and debtor in possession financing costs were included in cash flows from operating activities and cash flows from financing activities, respectively, in our Consolidated Statements of Cash Flows.

Liabilities subject to compromise

Liabilities subject to compromise primarily represent unsecured pre-petition obligations of the Debtors that we expected to be subject to impairment as part of the Creditor Protection Proceedings process and as a result, are subject to settlement at lesser amounts. Generally, actions to enforce or otherwise effect payment of such liabilities have been stayed by the Courts. Such liabilities are classified separately from other liabilities in our Consolidated Balance Sheets as “Liabilities subject to compromise” and are accounted for in accordance with our normal accounting policies except that: (i) other than our debt obligations, these liabilities are recorded at the amounts allowed or expected to be allowed as claims by the Courts, whether known or potential claims, under a plan of reorganization, even if the distributions to the claimants may be for lesser amounts and (ii) debt obligations, until they have become allowed claims approved by the applicable Court, are recorded net of unamortized debt discounts and premiums, which we are no longer amortizing as a result of the Creditor Protection Proceedings. Such amounts are viewed as valuations of the related debt until the debt obligations become allowed claims by the Courts, at which time the recorded amounts are adjusted to the amounts of the allowed claims. As discussed above, as of September 30, 2010, the net carrying amount of the CCAA filers’ debt obligations were adjusted to the amounts of the

allowed claims as approved by the Canadian Court.

Liabilities subject to compromise remain subject to future potentially material adjustments arising from negotiated settlements, actions of the Courts, further developments with respect to disputed claims, repudiation or rejection of executory contracts and unexpired leases and the determination of the secured status of certain claims, as well as the value of collateral securing the claims, proofs of claims or other events. The Debtors have repudiated or rejected certain pre-petition executory contracts and unexpired leases with respect to the Debtors’ operations with the approval of the Courts. Damages resulting from repudiations or rejections of executory contracts and unexpired leases are typically treated as general unsecured claims and are also classified as liabilities subject to compromise.

The classification of liabilities as “not subject to compromise” versus “subject to compromise” is based on currently available information and analysis. As the Creditor Protection Proceedings continue and additional information and analysis is completed or as the Courts rule on relevant matters, the classification of amounts between these two categories will change. The amount of any such changes could be significant.

Liabilities subject to compromise of the Debtors as of September 30, 2010 and December 31, 2009 were comprised of the following:

		September 30,					December 31,
(Unaudited, in millions)		2010					2009
Unsecured pre-petition debt (Note 12)		$	5,948			$	4,852
Accrued interest on unsecured pre-petition debt (Note 12)			172				385
Accounts payable and accrued liabilities, excluding accrued interest on unsecured pre-petition debt			432				463
Pension and other postretirement projected benefit obligations			883				791
Repudiated or rejected executory contracts			396				228
Other liabilities			28				8
		$	7,859			$	6,727

We have not included the Debtors’ pre-petition secured debt obligations in liabilities subject to compromise since we believe that the value of the underlying collateral of these obligations significantly exceeds the amount of the claims by the secured creditors and the Plans of Reorganization require that all amounts outstanding under our pre-petition secured debt obligations are to be paid in full in cash, including accrued interest. During the Creditor Protection Proceedings, the Courts granted approval for the Debtors to, among other things, make payments relating to certain employee’s pre-petition wages, salaries and benefit programs in the ordinary course, ensure the continuation of existing cash management systems, honor certain ongoing customer obligations, enter into our debtor in possession financing arrangements, settle certain intercompany obligations, retain legal and financial professionals and other business-related payments necessary to maintain the operation of our business. Liabilities subject to compromise do not include: (i) liabilities held by Non-Debtors (as defined below); (ii) liabilities incurred after the commencement of the Creditor Protection Proceedings, except for accrued interest as of December 31, 2009 on pre-petition unsecured debt obligations of the CCAA filers (the cumulative post-petition interest accrued on such obligations was reversed in the third quarter of 2010 since such interest was not included in the CCAA Reorganization Plan sanctioned by the Canadian Court – see “Reorganization items, net” above, for additional information) and (iii) pre-petition liabilities that the Debtors expect to be required to pay in full by applicable law, even though certain of these amounts may not be paid until the Plans of Reorganization are implemented.

Condensed combined financial statements of Debtors

The following unaudited condensed combined financial statements represent the financial statements of the Debtors. Our subsidiaries that are not subject to the Creditor Protection Proceedings (“Non-Debtors”) are not consolidated in these condensed combined financial statements and, as such, their net loss is included in “Equity in net loss of Non-Debtors, net of tax” in the condensed combined statements of operations and their net assets are included as “Investments in and advances to Non-Debtors” in the condensed combined balance sheets. The Debtors’ condensed combined financial statements have been prepared in accordance with the guidance of FASB ASC 852.

Intercompany transactions between the Debtors have been eliminated whereas intercompany transactions between the Debtors and Non-Debtors have not been eliminated in these condensed combined financial statements.

ABITIBIBOWATER INC.
CONDENSED COMBINED STATEMENTS OF OPERATIONS – DEBTORS
(Unaudited, in millions)

		Nine Months Ended
		September 30,
			2010				2009
Sales		$	2,852			$	2,514
Costs and expenses			2,990				2,711
Operating loss			(138	)			(197	)
Interest expense (contractual interest of $500 and $562 in 2010 and 2009, respectively)			(389	)			(445	)
Other income (expense), net			47				(66	)
Reorganization items, net			(1,084	)			(400	)
Income tax benefit (provision)			3				(29	)
Equity in net loss of Non-Debtors, net of tax			(65	)			(102	)
Net loss attributable to AbitibiBowater Inc.		$	(1,626	)		$	(1,239	)
ABITIBIBOWATER INC. CONDENSED COMBINED BALANCE SHEETS – DEBTORS (Unaudited, in millions)
		September 30,					December 31,
		2010					2009
Assets
Current assets:
Accounts receivable from Non-Debtors		$	58			$	63
All other current assets			1,582				1,806
Total current assets			1,640				1,869
Fixed assets, net			2,826				3,341
Amortizable intangible assets, net			261				271
Investments in and advances to Non-Debtors			700				648
All other assets			540				486
Total assets		$	5,967			$	6,615
Liabilities and deficit
Liabilities not subject to compromise:
Current liabilities:
Debtor in possession financing		$	40			$	206
All other current liabilities			1,633				1,496
Total current liabilities			1,673				1,702
Long-term liabilities			224				277
Total liabilities not subject to compromise			1,897				1,979
Liabilities subject to compromise			7,859				6,727
Total liabilities			9,756				8,706
Shareholders’ deficit			(3,789	)			(2,091	)
Total liabilities and deficit		$	5,967			$	6,615

ABITIBIBOWATER INC.
(Under Creditor Protection Proceedings as of April 16 and 17, 2009 – Notes 1, 2 and 3)
Notes to Unaudited Interim Consolidated Financial Statements

ABITIBIBOWATER INC.
CONDENSED COMBINED STATEMENTS OF CASH FLOWS – DEBTORS
(Unaudited, in millions)

		Nine Months Ended
		September 30,
		2010				2009
Net cash (used in) provided by operating activities		$	(42	)		$	56
Net cash (used in) provided by investing activities (includes $20 and $(4) of advances from (to) Non-Debtors, net in 2010 and 2009, respectively)			(15	)			126
Cash flows from financing activities:
Debtor in possession financing			–				261
Debtor in possession financing costs			(6	)			(29	)
Payment of debtor in possession financing			(166	)			–
Other, net			–				(45	)
Net cash (used in) provided by financing activities			(172	)			187
Net (decrease) increase in cash and cash equivalents			(229	)			369
Cash and cash equivalents:
Beginning of period			675				143
End of period		$	446			$	512

Note 4. Closure Costs, Impairment and Other Related Charges

Closure costs, impairment and other related charges, which were not associated with our work towards a comprehensive restructuring plan, for the three and nine months ended September 30, 2010 and 2009 were comprised of the following:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(Unaudited, in millions)		2010				2009				2010				2009
Impairment of long-lived assets		$	–			$	10			$	2			$	95
Accelerated depreciation			–				28				–				28
Impairment of assets held for sale			–				(82	)			–				96
Severance and other costs			(3	)			–				3				7
		$	(3	)		$	(44	)		$	5			$	226

Impairment of long-lived assets

During the nine months ended September 30, 2010, we recorded long-lived asset impairment charges of $2 million related to our previously permanently closed Covington, Tennessee facility to further reduce the carrying value of the assets to their estimated fair value, which was determined based on the mill’s estimated sales value.

During the second quarter of 2009, upon review of the recoverability of certain of our indefinitely idled newsprint mill assets following a steep decline in market demand in early 2009, we recorded a long-lived asset impairment charge of $85 million. The fair value of these assets was determined based on their estimated sale or salvage values. During the third quarter of 2009, we recorded additional long-lived asset impairment charges of $10 million, related to a group of four previously permanently closed mills, which we bundled and sold together in the second quarter of 2010, to further reduce the carrying value of their assets to their current fair value. The fair value of these assets was determined based on their estimated sales values.

Accelerated depreciation

In December 2008, we announced, among other things, the indefinite idling of two paper machines at our Calhoun, Tennessee newsprint mill. At that time, we expected to recover the carrying values of these long-lived assets and

ABITIBIBOWATER INC.
(Under Creditor Protection Proceedings as of April 16 and 17, 2009 – Notes 1, 2 and 3)
Notes to Unaudited Interim Consolidated Financial Statements

accordingly, no impairment was recorded. During the third quarter of 2009, we reviewed the remaining useful lives of these paper machines and concluded that the estimated remaining useful lives should be reduced to zero. Accordingly, we recorded accelerated depreciation of $28 million to reduce their carrying values to their estimated salvage values of zero.

Impairment of assets held for sale

During the six months ended June 30, 2009, we recorded long-lived asset impairment charges of $178 million related to the assets held for sale for our interest in Manicouagan Power Company (“MPCo”). The transaction for the sale of MPCo was denominated in Canadian dollars. During the third quarter of 2009, as a result of the strengthening of the Canadian dollar as compared to the U.S. dollar and updated estimates of the costs to sell, we recorded an $82 million reversal of these impairment charges to increase the carrying value of our investment in MPCo to fair value less costs to sell, without exceeding its net carrying value as of the date the decision to sell was made. The sale of MPCo was completed in the fourth quarter of 2009. For additional information, see Note 7, “Closure Costs, Impairment of Assets Other than Goodwill and Other Related Charges – Impairment of assets held for sale,” and Note 8, “Assets Held for Sale, Liabilities Associated with Assets Held for Sale and Net Gain on Disposition of Assets,” included in our consolidated financial statements for the year ended December 31, 2009.

Severance and other costs

During the three months ended September 30, 2010, we recorded a credit of $3 million in severance and other costs, primarily for miscellaneous adjustments to severance liabilities and asset retirement obligations. During the nine months ended September 30, 2010, we also recorded $6 million in severance and other costs, primarily for miscellaneous adjustments to severance liabilities and asset retirement obligations, as well as other costs, primarily related to a lawsuit related to a closed mill.

During the nine months ended September 30, 2009, we recorded severance and other costs related to the permanent closures of our Westover sawmill and Goodwater, Alabama planer mill.

Note 5. Assets Held for Sale, Liabilities Associated with Assets Held for Sale and Net Gain on Disposition of Assets

Assets held for sale as of September 30, 2010 and December 31, 2009 were comprised of fixed assets, net of $5 million and $52 million, respectively. Liabilities associated with assets held for sale as of September 30, 2010 and December 31, 2009 were comprised of accounts payable and accrued liabilities of $1 million and $35 million, respectively.

As of December 31, 2009, we held for sale the following assets (all of which were approved for sale, as required, by the applicable Court or the Monitor): our Saint-Raymond, Quebec and Westover sawmills; our recycling division’s material recycling facilities located in Arlington, Houston and San Antonio, Texas; our Belgo, Quebec facility; a portion of land at our Port Alfred, Quebec facility; certain assets associated with our Lufkin paper mill and other assets.

As of September 30, 2010, we held for sale various assets (all of which were approved for sale, as required by the applicable Court or the Monitor). The assets and liabilities held for sale are carried in our Consolidated Balance Sheets at the lower of carrying value or fair value less costs to sell. As of September 30, 2010, we expected to complete a sale of all of these assets within the next twelve months for amounts that exceed their individual carrying values. We cease recording depreciation and amortization when assets are classified as held for sale.

During the three months ended September 30, 2010, we sold, with Court or Monitor approval, as applicable, various assets for proceeds of $2 million, resulting in a net gain on disposition of assets of $1 million. During the nine months ended September 30, 2010, we sold, with Court or Monitor approval, as applicable, timberlands and other assets for proceeds of $15 million, resulting in a net gain on disposition of assets of $14 million. Additionally, during the nine months ended September 30, 2010, as part of our work towards a comprehensive restructuring plan, we sold, with Court approval, various mills and other assets. For additional information, see Note 3, “Creditor Protection Proceedings Related Disclosures – Reorganization items, net.”

During the three months ended September 30, 2009, we sold, with Court approval, as applicable, 299,518 acres of timberlands, primarily located in Quebec, Canada and other assets for proceeds of $50 million, resulting in a net gain on disposition of assets of $38 million. During the nine months ended September 30, 2009, we sold, with Court approval, as

ABITIBIBOWATER INC.
(Under Creditor Protection Proceedings as of April 16 and 17, 2009 – Notes 1, 2 and 3)
Notes to Unaudited Interim Consolidated Financial Statements

applicable, 491,356 acres of timberlands and other assets, including the water system associated with our Lufkin paper mill, for proceeds of $119 million, resulting in a net gain on disposition of assets of $91 million.

Note 6. Other (Expense) Income, Net

Other (expense) income, net for the three and nine months ended September 30, 2010 and 2009 was comprised of the following:

			Three Months Ended								Nine Months Ended
			September 30,								September 30,
(Unaudited, in millions)		2010				2009				2010				2009
Foreign exchange (loss) gain		$	(7	)		$	(42	)		$	30			$	(46	)
Fees for waivers and amendments to accounts receivable securitization program (1)			–				–				–				(23	)
Loss from equity method investments			–				(3	)			(3	)			(5	)
Loss on sale of ownership interests in accounts receivable (Note 12)			–				(6	)			–				(13	)
Miscellaneous income (2)			1				26				5				31
		$	(6	)		$	(25	)		$	32			$	(56	)

(1)		As consideration for entering into certain waivers and amendments to our former accounts receivable securitization program, we incurred fees of $23 million in the nine months ended September 30, 2009, prior to the commencement of the Creditor Protection Proceedings.
(2)		Miscellaneous income for both the three and nine months ended September 30, 2009 included approximately $24 million of income, net from a subsidiary’s proceeds sharing arrangement related to a third party’s sale of timberlands during the third quarter of 2009. In October 2009, the related proceeds were deposited in trust with the Monitor and will be released in accordance with the Plans of Reorganization or pursuant to a further order from the applicable Court. For additional information, see Note 10, “Restricted Cash.”

Note 7. Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss as of September 30, 2010 and December 31, 2009 was comprised of the following:

			September 30,				December 31,
(Unaudited, in millions)			2010				2009
Unamortized prior service costs (1)		$	(22	)		$	(24	)
Unamortized actuarial losses (2)			(504	)			(432	)
Foreign currency translation (3)			1				6
		$	(525	)		$	(450	)

(1)		Net of deferred tax provision of $16 million as of both September 30, 2010 and December 31, 2009. Net of noncontrolling interests of $1 million and $2 million of net income as of September 30, 2010 and December 31, 2009, respectively.
(2)		Net of deferred tax benefit of $65 million and $64 million as of September 30, 2010 and December 31, 2009, respectively. Net of noncontrolling interests of $5 million and $6 million of net losses as of September 30, 2010 and December 31, 2009, respectively.
(3)		No tax effect was recorded for foreign currency translation since the investment in foreign net assets translated is deemed indefinitely invested. Net of noncontrolling interests of zero as of both September 30, 2010 and December 31, 2009.

Note 8. Loss Per Share

No adjustments to net loss attributable to AbitibiBowater Inc. common shareholders were necessary to compute basic and diluted net loss per share attributable to AbitibiBowater Inc. common shareholders for all periods presented. Additionally, no adjustments to our basic weighted-average number of common shares outstanding were necessary to compute our diluted weighted-average number of common shares outstanding for all periods presented. Options to purchase 3.3 million

ABITIBIBOWATER INC.
(Under Creditor Protection Proceedings as of April 16 and 17, 2009 – Notes 1, 2 and 3)
Notes to Unaudited Interim Consolidated Financial Statements

shares for both the three and nine months ended September 30, 2010 and 3.6 million shares for both the three and nine months ended September 30, 2009 were excluded from the calculation of diluted loss per share as the impact would have been anti-dilutive. In addition, 0.1 million equity-classified restricted stock units for both the three and nine months ended September 30, 2010 and 0.2 million equity-classified restricted stock units for both the three and nine months ended September 30, 2009 were excluded from the calculation of diluted loss per share for the same reason. In addition, no adjustments to net loss attributable to AbitibiBowater Inc. common shareholders and the diluted weighted-average number of common shares outstanding were necessary for all periods presented after giving effect to the assumed conversion of the convertible notes representing 36.9 million additional common shares.

Note 9. Inventories, Net

Inventories, net as of September 30, 2010 and December 31, 2009 were comprised of the following:

		September 30,				December 31,
(Unaudited, in millions)		2010				2009
At lower of cost or market:
Raw materials and work in process		$	110			$	124
Finished goods			208				199
Mill stores and other supplies			256				271
			574				594
Excess of current cost over LIFO inventory value			(13	)			(13	)
		$	561			$	581

During the nine months ended September 30, 2010, we recorded charges of $15 million for write-downs of inventory, primarily associated with our indefinitely idled Gatineau paper mill, as well as an indefinitely idled paper machine and de-inking line at our Thorold paper mill. These charges were incurred as part of our restructuring. During the three months ended September 30, 2009, we recorded charges of $12 million for write-downs of inventory associated with certain indefinitely idled paper mills and machines, of which $7 million related to our restructuring. During the nine months ended September 30, 2009, we also recorded charges of $12 million for write-downs of inventory associated with our indefinitely idled Alabama River, Alabama paper mill, as well as our Dalhousie, New Brunswick paper mill, all of which were not associated with our restructuring. Charges that were incurred as part of our restructuring were included in “Reorganization items, net,” while charges that were not associated with our restructuring were included in “Cost of sales, excluding depreciation, amortization and cost of timber harvested,” both in our Consolidated Statements of Operations.

Note 10. Restricted Cash

Restricted cash included in “Other assets” in our Consolidated Balance Sheets as of September 30, 2010 and December 31, 2009 was comprised of the following:

		September 30,				December 31,
(Unaudited, in millions)		2010				2009
ULC reserve (Note 12)		$	51			$	49
ULC DIP Facility (Note 12)			49				48
Proceeds sharing arrangement related to a third-party’s sale of timberlands (1)			28				27
Proceeds from asset sales (2)			79				–
ACH Limited Partnership (3)			8				11
Other			3				3
		$	218			$	138

(1)		These proceeds are held in trust with the Monitor and will be released in accordance with the Plans of Reorganization or pursuant to a further order from the applicable Court.
(2)		Represents proceeds from the sale of various assets, which primarily include our Mackenzie paper mill and sawmills of $29 million, our recycling division’s material recycling facilities located in Arlington, Houston and San Antonio of $12 million, four previously permanently closed paper mills (that we bundled and sold together) of $11 million, all of the remaining assets of our Lufkin paper mill of $10 million, our West Tacoma, Washington paper mill of $4 million and

ABITIBIBOWATER INC.
(Under Creditor Protection Proceedings as of April 16 and 17, 2009 – Notes 1, 2 and 3)
Notes to Unaudited Interim Consolidated Financial Statements

		our Albertville sawmill of $4 million. These proceeds are either held in escrow or in a designated account and will be released in accordance with the Plans of Reorganization or pursuant to a further order from the applicable Court.
(3)		Represents cash restricted for capital expenditures, as well as reserves required under the partnership’s credit agreement.

In addition, in connection with the accounts receivable securitization program, as of September 30, 2010 and December 31, 2009, we had cash of approximately $24 million and $18 million, respectively, in lockbox accounts, which were included as restricted cash in “Other current assets” in our Consolidated Balance Sheets. For additional information, see Note 12, “Liquidity and Debt.”

Note 11. Severance Related Liabilities

The activity in our severance related liabilities for the nine months ended September 30, 2010 was as follows:

		2010				2009				2008				2007
(Unaudited, in millions)		Initiatives				Initiatives				Initiatives				Initiatives				Total
Balance as of December 31, 2009		$	–			$	43			$	27			$	17			$	87
Charges (credits)			22				5				–				(4	)			23
Payments			–				–				–				–				–
Other			1				–				2				(1	)			2
Balance as of September 30, 2010		$	23			$	48			$	29			$	12			$	112

During the nine months ended September 30, 2010, we recorded employee termination costs resulting from our work towards a comprehensive restructuring plan, primarily related to: (i) the indefinite idling of our Gatineau paper mill, (ii) the indefinite idling of a paper machine and a de-inking line at our Thorold paper mill, (iii) a workforce reduction at our Catawba paper mill, (iv) the continued indefinite idling of our Dolbeau, Quebec paper mill (for which we announced its permanent closure in the third quarter of 2010) and (v) the continued indefinite idling of a paper machine at our Thunder Bay, Ontario paper mill.

As a result of the Creditor Protection Proceedings, severance payments may only be made pursuant to a Court order.

Employee termination and severance costs incurred as part of our restructuring were included in “Reorganization items, net” in our Consolidated Statements of Operations. The severance accruals were included in “Accounts payable and accrued liabilities” or “Liabilities subject to compromise” in our Consolidated Balance Sheets.

Note 12. Liquidity and Debt

Overview

In addition to cash-on-hand and cash provided by operations, our external sources of liquidity are comprised of the following (which are defined and discussed below): (i) the Bowater DIP Agreement, (ii) the ULC DIP Facility and (iii) the Abitibi and Donohue accounts receivable securitization program.

The commencement of the Creditor Protection Proceedings constituted an event of default under substantially all of our pre-petition debt obligations, and those debt obligations became automatically and immediately due and payable by their terms, although any action to enforce such payment obligations is stayed as a result of the Creditor Protection Proceedings. Due to the commencement of the Creditor Protection Proceedings, pre-petition unsecured debt obligations of $5,948 million are included in “Liabilities subject to compromise” in our Consolidated Balance Sheets as of September 30, 2010. Pre-petition secured debt obligations of $982 million (consisting of ACCC’s $300 million 13.75% senior secured notes due 2011, ACCC’s $347 million pre-petition senior secured term loan and Bowater’s $335 million pre-petition secured bank credit facilities) are included in current liabilities and pre-petition secured debt obligations of $34 million (consisting of Bowater’s floating rate industrial revenue bonds due 2029) are included in “Long-term debt, net of current portion” in our Consolidated Balance Sheets as of September 30, 2010. See Note 3, “Creditor Protection Proceedings Related Disclosures - Liabilities subject to compromise.”

ABITIBIBOWATER INC.
(Under Creditor Protection Proceedings as of April 16 and 17, 2009 – Notes 1, 2 and 3)
Notes to Unaudited Interim Consolidated Financial Statements

For a discussion of the impact of the Creditor Protection Proceedings on our debt discounts and issuance costs, the revaluation of our debt obligations due to currency exchange and the reversal of post-petition accrued interest on certain of our debt obligations, see Note 3, “Creditor Protection Proceedings – Reorganization items, net.”

In accordance with FASB ASC 852, we have continued to record interest expense on our pre-petition debt obligations only to the extent that: (i) interest will be paid during the Creditor Protection Proceedings or (ii) it is probable that interest would be an allowed priority, secured or unsecured claim. As such, we have continued to accrue interest on the Debtors’ pre-petition secured debt obligations and, until the third quarter of 2010, the CCAA filers’ pre-petition unsecured debt obligations, based on the expectation that post-petition accrued interest on the CCAA filers’ pre-petition unsecured debt obligations would be a permitted claim under the CCAA Proceedings. However, pursuant to the CCAA Reorganization Plan sanctioned by the Canadian Court on September 23, 2010, the CCAA filers’ pre-petition unsecured debt obligations do not include the amount of such post-petition accrued interest for distribution purposes and therefore, such accrued interest is now accounted for as not having been approved as a permitted claim. Accordingly, we reversed such post-petition accrued interest as a Reorganization item in the third quarter of 2010 and we are no longer accruing interest on the CCAA filers’ pre-petition unsecured debt obligations, as discussed in Note 3, “Creditor Protection Proceedings Related Disclosures – Reorganization items, net.”

Interest expense recorded in our Consolidated Statements of Operations totaled $99 million and $417 million for the three and nine months ended September 30, 2010, respectively, which included a cumulative adjustment of $43 million during the nine month period to increase the accrued interest on the unsecured U.S. dollar denominated debt obligations of the CCAA filers to the fixed exchange rate, as discussed in Note 3, “Creditor Protection Proceedings Related Disclosures – Reorganization items, net.” Interest expense recorded in our Consolidated Statements of Operations totaled $126 million and $461 million for the three and nine months ended September 30, 2009, respectively. Contractual interest expense would have been $159 million and $528 million for the three and nine months ended September 30, 2010, respectively, and $192 million and $578 million for the three and nine months ended September 30, 2009, respectively.

We are currently making cash payments for interest on the Bowater DIP Agreement, the Abitibi and Donohue accounts receivable securitization program, the Bowater pre-petition secured bank credit facilities, ACCC’s pre-petition senior secured term loan and Bowater’s floating rate industrial revenue bonds due 2029.

Abitibi and Donohue liquidity

Abitibi’s and Donohue’s primary sources of liquidity and capital resources are cash-on-hand, cash provided by operations, the ULC DIP Facility (defined below) and an accounts receivable securitization program. As of September 30, 2010, Abitibi and Donohue had cash and cash equivalents of approximately $166 million and $23 million, respectively. As of September 30, 2010, Abitibi had $97 million of availability under its ULC DIP Facility, of which $48.5 million was included in “Cash and cash equivalents” and $48.5 million was included as restricted cash in “Other assets” in our Consolidated Balance Sheets. Abitibi and Donohue also had the ability to receive additional proceeds of up to $47 million under their accounts receivable securitization program.

ULC DIP Facility

On December 9, 2009, Abitibi entered into a Cdn$230 million ($218 million) Super Priority Debtor-In-Possession Credit Facility (the “ULC DIP Facility”) with 3239432 Nova Scotia Company, a wholly-owned subsidiary of ACCC (the “ULC”), which is an intercompany facility that was created upon the sale of MPCo and was funded by a portion of the sale proceeds. On the same date, Cdn$130 million ($123 million) of the ULC DIP Facility was drawn pursuant to the Canadian Court’s approval. Subsequent draws of up to Cdn$50 million ($48.5 million, based on the exchange rate in effect on September 30, 2010) in the aggregate will be advanced upon not less than five business days’ notice, subject to meeting certain draw down requirements and certain conditions determined by the Canadian Court, and the remaining Cdn$50 million ($48.5 million, based on the exchange rate in effect on September 30, 2010) will become available only upon further order of the Canadian Court.

The obligations of Abitibi under its ULC DIP Facility are guaranteed by certain of Abitibi’s subsidiaries and secured by superpriority liens on all present and after-acquired property of Abitibi and the subsidiary guarantors, but subordinate to: (i) an administrative charge in the aggregate amount not exceeding Cdn$6 million ($6 million) of professional fees and disbursements in connection with the CCAA Proceedings; (ii) a directors’ charge not exceeding Cdn$22.5 million ($21 million) and (iii) the Cdn$140 million ($130 million) charge granted by the Canadian Court in connection with Abitibi’s

ABITIBIBOWATER INC.
(Under Creditor Protection Proceedings as of April 16 and 17, 2009 – Notes 1, 2 and 3)
Notes to Unaudited Interim Consolidated Financial Statements

former debtor in possession financing arrangement (but only to the extent of the subrogation rights of certain secured creditors of Abitibi, estimated to be in an aggregate amount of approximately Cdn$40 million ($38 million)). These U.S. dollar amounts reflect the exchange rate to U.S. dollars in effect on December 9, 2009.

Loans made under the ULC DIP Facility bear no interest, except in the case of an overdue payment. All loans advanced under the ULC DIP Facility are to be repaid in full and the ULC DIP Facility will terminate on the earliest of: (i) December 31, 2010, (ii) the effective date of the Plans of Reorganization or (iii) the acceleration of the ULC DIP Facility or the occurrence of an event of default. Loans must be prepaid to the extent the ULC does not have sufficient funds to make a payment under the guarantee agreement with Alcoa Canada Ltd. (“Alcoa”), which was our partner in MPCo. As of September 30, 2010, the ULC maintained an approximate Cdn$52 million ($51 million) reserve for this purpose, which was included as restricted cash in “Other assets” in our Consolidated Balance Sheets.

The ULC DIP Facility contains usual and customary events of default and covenants for debtor in possession financings of this type, including, among other things, the obligation for Abitibi to provide to Alcoa and the trustee for the 13.75% senior secured notes due 2011 a weekly cash flow forecast and certain monthly financial information.

In accordance with its stated purpose, the proceeds of the loans under the ULC DIP Facility can be used by Abitibi and certain of its subsidiaries for working capital and other general corporate purposes, costs of the Creditor Protection Proceedings and fees and expenses associated with the ULC DIP Facility.

Abitibi and Donohue accounts receivable securitization program

Abitibi and Abitibi Consolidated Sales Corporation (“ACSC”), a subsidiary of Donohue, (the “Participants”) participate in an accounts receivable securitization program (the “Program”) whereby the Participants share among themselves the proceeds received under the Program. On June 16, 2009, with the approval of the Courts, the former accounts receivable securitization program was amended and restated in its entirety and, as further amended on June 11, 2010, with the approval of the Courts, now provides for a maximum outstanding limit of $180 million (the “Purchase Limit”) for the purchase of ownership interests in the Participants’ eligible trade accounts receivable by the third-party financial institutions party to the agreement (the “Banks”).

The Participants sell most of their receivables to Abitibi-Consolidated U.S. Funding Corp. (“Funding”), which is a bankruptcy-remote, special-purpose, indirect consolidated subsidiary of Donohue. On a revolving basis, Funding transfers to the agent for the Banks (the “Agent”) undivided percentage ownership interests (“Receivable Interests”) in the pool of receivables that Funding acquired from the Participants. The outstanding balance of Receivable Interests increases as new Receivable Interests are transferred to the Agent and decreases as collections reduce previously transferred Receivable Interests. The amount of Receivable Interests that can be transferred to the Agent depends on the amount and nature of the receivables available to be transferred and cannot result in the outstanding balance of Receivable Interests exceeding the Purchase Limit. The pool of receivables is collateral for the Receivable Interests transferred to the Agent. The Banks can pledge or sell their Receivable Interests, but cannot pledge or sell any receivable within the pool of receivables.

As discussed in Note 1, “Organization and Basis of Presentation – Recently adopted accounting guidance,” effective January 1, 2010, we prospectively applied new accounting guidance relating to the transfers of financial assets. As a result, transfers of the Receivable Interests to the Agent no longer qualify as sales. Such transfers and the proceeds received from the Banks are now accounted for as secured borrowings in accordance with FASB ASC 860, “Transfers and Servicing.” As of September 30, 2010, the interest rate charged by the Banks to Funding on the secured borrowings was 6.25% per annum and the commitment fee for the unused portion of the Purchase Limit was 0.75% per annum. These amounts, which totaled approximately $2 million and $9 million for the three and nine months ended September 30, 2010, respectively, are included in “Interest expense” in our Consolidated Statements of Operations. For the three and nine months ended September 30, 2009, the transfer of Receivable Interests were recorded as a sale to the Banks, and the proceeds received from the Banks were net of an amount based on the Banks’ funding cost plus a margin, which resulted in a loss on the sale of ownership interests in accounts receivable of $6 million and $13 million, respectively, which was included in “Other (expense) income, net” in our Consolidated Statements of Operations.

As of September 30, 2010, the balance of the pool of receivables, net of an allowance for doubtful accounts was included in “Accounts receivable, net” in our Consolidated Balance Sheets. The outstanding balance of the proceeds received from the Banks was approximately $120 million and was recorded as “Secured borrowings” in our Consolidated Balance Sheets. In

ABITIBIBOWATER INC.
(Under Creditor Protection Proceedings as of April 16 and 17, 2009 – Notes 1, 2 and 3)
Notes to Unaudited Interim Consolidated Financial Statements

addition, based on the level and eligibility of the pool of receivables as of September 30, 2010, we could have borrowed an additional $47 million.

Abitibi and ACSC act as servicing agents and administer the collection of the receivables under the Program. The fees received from the Banks for servicing their Receivable Interests approximate the value of services rendered.

In connection with the Program, Abitibi and ACSC maintain lockboxes into which certain collection receipts are deposited. These lockbox accounts are in Abitibi’s or Funding’s name, but are controlled by the Banks. The cash balances in these lockbox accounts, which totaled approximately $24 million and $18 million as of September 30, 2010 and December 31, 2009, respectively, were included as restricted cash in “Other current assets” in our Consolidated Balance Sheets.

The Program contains usual and customary events of termination and covenants for accounts receivable securitization programs of this type, including, among other things, the requirement for Funding to provide to the Agent financial statements and other reports and to provide to the Agent copies of any reports the Participants or their subsidiaries file with the SEC or any other U.S., Canadian or other national or provincial securities exchange.

Unless terminated earlier due to the occurrence of certain events of termination, or the substantial consummation of the Plans of Reorganization, the Program, as further amended on June 11, 2010, will terminate on June 10, 2011.

As consideration for entering into the amendment to the Program on June 11, 2010, we incurred fees of approximately $4 million during the second quarter of 2010. As consideration for entering into the amended and restated accounts receivable securitization program on June 16, 2009, we incurred fees of approximately $11 million during the second quarter of 2009. These fees were recorded in “Reorganization items, net” in our Consolidated Statements of Operations for the nine months ended September 30, 2010 and 2009 (see Note 3, “Creditor Protection Proceedings Related Disclosures - Reorganization items, net”).

Bowater liquidity

Bowater’s primary sources of liquidity and capital resources are cash-on-hand, cash provided by operations and the Bowater DIP Agreement. As of September 30, 2010, Bowater had cash and cash equivalents of approximately $351 million.

Bowater DIP Agreement

In the Creditor Protection Proceedings, we sought and obtained approval by the Courts to enter into a debtor in possession financing facility for the benefit of AbitibiBowater Inc., Bowater and certain of Bowater’s subsidiaries. On April 21, 2009, we entered into a Senior Secured Superpriority Debtor In Possession Credit Agreement (the “Bowater DIP Agreement”) among AbitibiBowater Inc., Bowater and BCFPI, as borrowers, Fairfax, as administrative agent, collateral agent and an initial lender, and Avenue Investments, L.P., as an initial lender. Law Debenture Trust Company of New York replaced Fairfax as the administrative agent and collateral agent under the Bowater DIP Agreement.

The Bowater DIP Agreement provides for term loans in an aggregate principal amount of $206 million (the “Initial Advance”), consisting of a $166 million term loan facility to AbitibiBowater Inc. and Bowater (the “U.S. Borrowers”) and a $40 million term loan facility to BCFPI. Following the payment of fees payable to the lenders in connection with the Bowater DIP Agreement, the U.S. Borrowers and BCFPI received aggregate loan proceeds of $196 million. The Bowater DIP Agreement also permits the U.S. Borrowers to request, subject to the approval of the requisite lenders under the Bowater DIP Agreement, an incremental term loan facility (the “Incremental Facility”) and an asset-based revolving credit facility (the “ABL Facility”), provided that the aggregate principal amount of the Initial Advance and the Incremental Facility may not exceed $360 million and the aggregate principal amount of the Initial Advance, Incremental Facility and the ABL Facility may not exceed $600 million. In connection with an amendment we entered into on July 15, 2010, with the Courts’ approval, we prepaid $166 million of the outstanding principal amount of the Initial Advance on July 21, 2010, which reduced the outstanding principal balance to $40 million. As amended, the outstanding principal amount of loans under the Bowater DIP Agreement, plus accrued and unpaid interest, will be due and payable on the earliest of: (i) December 31, 2010, (ii) the effective date of the Plans of Reorganization or (iii) the acceleration of loans and termination of the commitments (the “Maturity Date”).

ABITIBIBOWATER INC.
(Under Creditor Protection Proceedings as of April 16 and 17, 2009 – Notes 1, 2 and 3)
Notes to Unaudited Interim Consolidated Financial Statements

Borrowings under the Bowater DIP Agreement bear interest, at our election, at either a rate tied to the U.S. Federal Funds Rate (the “base rate”) or the London interbank offered rate for deposits in U.S. dollars (“LIBOR”), in each case plus a specified margin. The interest margin for base rate loans was 6.50% through April 20, 2010 and effective April 21, 2010 was 7.00%, with a base rate floor of 4.50%. The interest margin for base rate loans was reduced to 5.00% effective July 15, 2010 in connection with the July 15, 2010 amendment. The interest margin for LIBOR loans was 7.50% through April 20, 2010 and effective April 21, 2010 was 8.00%, with a LIBOR floor of 3.50%. The interest margin for LIBOR loans was reduced to 6.00% with a LIBOR floor of 2.00% effective July 15, 2010 in connection with the July 15, 2010 amendment. We incurred an extension fee and an amendment fee in connection with the May 5, 2010 extension and the July 15, 2010 amendment, respectively, in each case in an amount of 0.5% of the outstanding principal balance of $206 million, or approximately $1 million for each. On October 15, 2010, we extended the Bowater DIP Agreement until December 31, 2010, and as a result, we paid a duration fee of $200,000, representing 0.5% of the principal balance outstanding of $40 million. In addition, on the earlier of the final Maturity Date or the date that the Bowater DIP Agreement is repaid in full, an exit fee of 2.00% of the aggregate amount of the advances will be payable to the lenders.

The obligations of the U.S. Borrowers under the Bowater DIP Agreement are guaranteed by AbitibiBowater Inc., Bowater, Bowater Newsprint South LLC (“Newsprint South”), a direct, wholly-owned subsidiary of AbitibiBowater Inc., and each of the U.S. subsidiaries of Bowater and Newsprint South that are debtors in the Chapter 11 Cases (collectively, the “U.S. Guarantors”) and secured by all or substantially all of the assets of each of the U.S. Borrowers and the U.S. Guarantors. The obligations of BCFPI under the Bowater DIP Agreement are guaranteed by the U.S. Borrowers and the U.S. Guarantors and each of the Bowater Canadian subsidiaries (other than BCFPI) that are debtors in the CCAA Proceedings (collectively, the “Canadian Guarantors”) and secured by all or substantially all of the assets of the U.S. Borrowers, the U.S. Guarantors, BCFPI and the Canadian Guarantors. On June 24, 2009, BCFC was released from its obligations under the Bowater DIP Agreement.

The Bowater DIP Agreement contains customary covenants for debtor in possession financings of this type, including, among other things: (i) requirements to deliver financial statements, other reports and notices; (ii) restrictions on the incurrence and repayment of indebtedness;
(iii) restrictions on the incurrence of liens; (iv) restrictions on making certain payments; (v) restrictions on investments; (vi) restrictions on asset dispositions and (vii) restrictions on modifications to material indebtedness. Additionally, the Bowater DIP Agreement contains certain financial covenants, including, among other things: (i) maintenance of a minimum consolidated EBITDA; (ii) compliance with a minimum fixed charge coverage ratio and (iii) a maximum amount of capital expenditures.

In accordance with its stated purpose, the proceeds of the Bowater DIP Agreement can be used by us for, among other things, working capital, general corporate purposes, to pay adequate protection to holders of secured debt under Bowater’s and BCFPI’s pre-petition secured bank credit facilities, to pay the costs associated with administration of the Creditor Protection Proceedings and to pay transaction costs, fees and expenses in connection with the Bowater DIP Agreement.

As consideration for the May 5, 2010 extension and the July 15, 2010 amendment of the Bowater DIP Agreement, we incurred fees of approximately $1 million in each of the second and third quarters of 2010. In addition, we recorded the exit fee of approximately $4 million during the third quarter of 2010. As consideration for entering into the Bowater DIP Agreement, during the second quarter of 2009, we incurred fees of approximately $14 million. All of these fees were recorded in “Reorganization items, net” in our Consolidated Statements of Operations for the applicable periods (see Note 3, “Creditor Protection Proceedings Related Disclosures - Reorganization items, net”).

Exit financing

On October 4, 2010, ABI Escrow Corporation (the “escrow issuer”), a wholly-owned subsidiary of AbitibiBowater Inc., closed an offering of $850 million aggregate principal amount of 10.25% senior secured notes due 2018 (the “notes”). The notes were issued in a private placement exempt from registration under the Securities Act of 1933 (as amended, the “Securities Act”). The notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The notes were issued as part of our anticipated exit financing for our emergence from the Creditor Protection Proceedings.

ABITIBIBOWATER INC.
(Under Creditor Protection Proceedings as of April 16 and 17, 2009 – Notes 1, 2 and 3)
Notes to Unaudited Interim Consolidated Financial Statements

In accordance with certain conditions in the indenture, dated as of October 4, 2010, between the escrow issuer and Wells Fargo Bank, National Association, as trustee and collateral agent, the net proceeds of the notes offering were placed into an escrow account, together with cash sufficient to fund the special mandatory redemption, as described below. The escrow issuer granted the trustee, for the benefit of the holders of the notes, a continuing security interest in, and lien on, the funds deposited into escrow to secure the obligations under the indenture and the notes. Upon satisfaction of the escrow conditions described below, the funds deposited into escrow will be released to AbitibiBowater, which we refer to as the “escrow release.” Following the escrow release, we will use the net proceeds to repay certain indebtedness in connection with the implementation of the Plans of Reorganization.

The escrow release conditions include, among other things: (i) the U.S. and Canadian Court orders confirming the Plans of Reorganization shall have been entered and shall not have been stayed or materially modified and shall be in full force and effect; (ii) the substantially concurrent consummation of the Plans of Reorganization and the transactions contemplated thereby, on or prior to December 31, 2010, which date we refer to as the “escrow condition date”; (iii) the Plans of Reorganization shall not have been amended or terminated on or prior to the escrow condition date except for such amendments, modifications and waivers that are not, individually or in the aggregate, materially adverse to AbitibiBowater or any of its subsidiaries (after giving effect to the consummation of the transactions contemplated by the Plans of Reorganization) taken as a whole or to the holders of the notes; (iv) the execution and delivery of a supplemental indenture by AbitibiBowater and the guarantors (as described below) together with certain security documents and an intercreditor agreement; (v) no default or event of default (including with respect to the guarantors) shall have occurred and be continuing on the escrow condition date under the indenture; (vi) after giving effect to the consummation of the Plans of Reorganization, a change of control shall have not occurred other than as contemplated thereby and (vii) the delivery of certain customary legal opinions and customary officers’ certificates. The indenture provides that if the escrow release conditions are not satisfied by the escrow condition date, the funds deposited into escrow will be used to redeem the notes (a “special mandatory redemption”) at a price equal to the sum of 101% of the issue price of the notes plus accrued and unpaid interest up to but excluding the date of the special mandatory redemption.

If the escrow release conditions described above are satisfied, the escrow issuer will merge with and into AbitibiBowater Inc., with AbitibiBowater Inc. as the surviving entity, and upon the consummation of the merger, AbitibiBowater Inc. will assume all of the obligations of the escrow issuer under the notes and the indenture and the guarantees by each of AbitibiBowater’s existing and subsequently acquired or organized direct or indirect material wholly-owned U.S. subsidiaries (collectively, the “guarantors”) will become effective, which we refer to as the “assumption.”

Interest is payable on the notes on April 15 and October 15 of each year beginning on April 15, 2011, until their maturity date of October 15, 2018. The terms of the indenture, among other things, limit, subject to a number of exceptions and qualifications, our ability and that of certain of our subsidiaries to: incur, assume or guarantee additional indebtedness; issue redeemable stock and preferred stock; pay dividends or make distributions or redeem or repurchase capital stock; prepay, redeem or repurchase certain debt; make loans and investments; incur liens; restrict dividends, loans or asset transfers from our subsidiaries; sell or otherwise dispose of assets, including capital stock of subsidiaries; consolidate or merge with or into, or sell substantially all of our assets to, another person; enter into transactions with affiliates and enter into new lines of business. The indenture also contains customary events of default.

From and after the assumption, the notes and the guarantees will be secured, subject to permitted liens, (i) on a first priority basis, by the capital stock of our subsidiaries (limited to 65% of the capital stock in first tier foreign subsidiaries) now owned or acquired in the future by AbitibiBowater Inc. and the guarantors and substantially all of AbitibiBowater Inc.’s and the guarantors’ assets (other than assets outside the U.S. and other than the assets that will secure the ABL Credit Facility), and (ii) by a second priority lien on the accounts receivable, inventory and certain related assets of AbitibiBowater Inc. and the guarantors that will secure the ABL Credit Facility on a first priority basis (and the lenders under the ABL Credit Facility will have a second priority interest on the other assets securing the notes).

From and after the assumption, the notes will rank equally in right of payment with all of AbitibiBowater Inc.’s post-emergence senior indebtedness and senior in right of payment to all of its subordinated indebtedness. The note guarantees will rank equally in right of payment with all of the guarantors’ post-emergence senior indebtedness and will be senior in right of payment to all of the guarantors’ post-emergence subordinated indebtedness. In addition, the notes will be structurally subordinated to all existing and future liabilities (including trade payables) of our subsidiaries that do not guarantee the notes. The notes and the guarantees will also be effectively junior to indebtedness under the ABL Credit

ABITIBIBOWATER INC.
(Under Creditor Protection Proceedings as of April 16 and 17, 2009 – Notes 1, 2 and 3)
Notes to Unaudited Interim Consolidated Financial Statements

Facility to the extent of the value of the collateral that will secure the ABL Credit Facility on a first priority basis and to indebtedness secured by assets that are not collateral to the extent of the value of such assets.

At any time prior to October 15, 2014, we may redeem some or all of the notes at a price equal to 100% of the principal amount plus accrued and unpaid interest plus a “make-whole” premium. We may also redeem some or all of the notes on and after October 15, 2014, at a redemption price of 105.125% of the principal amount thereof if redeemed during the twelve-month period beginning on October 15, 2014, 102.563% of the principal amount thereof if redeemed during the twelve-month period beginning on October 15, 2015, and 100% of the principal amount thereof if redeemed on or after October 15, 2016, plus, in each case, accrued and unpaid interest. We may also redeem up to 35% of the notes using the proceeds of certain equity offerings completed before October 15, 2013 at a redemption price of 110.250% of the principal amount thereof, plus accrued and unpaid interest. Prior to October 15, 2013, we may also redeem up to 10% of the notes per twelve-month period at a redemption price of 103% of the principal amount, plus accrued and unpaid interest. If we experience specific kinds of changes in control, we must offer to purchase the notes at a redemption price of 101% of the principal amount thereof plus accrued and unpaid interest. If we sell certain of our assets within six months of the escrow release, we will use the first $100 million of the net proceeds received from any such sales to redeem a portion of the notes at a redemption price of 105% of the principal amount plus accrued and unpaid interest. If we sell certain of our assets thereafter, and we do not use the proceeds to pay down certain indebtedness, purchase additional assets or make capital expenditures, each as specified in the indenture, we must offer to purchase the notes at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the redemption date with the net cash proceeds from the asset sale.

ABITIBIBOWATER INC.
(Under Creditor Protection Proceedings as of April 16 and 17, 2009 – Notes 1, 2 and 3)
Notes to Unaudited Interim Consolidated Financial Statements

Note 13. Pension and Other Postretirement Benefit Plans

The components of net periodic benefit cost (credit) relating to our pension and other postretirement benefit plans (“OPEB plans”) for the three and nine months ended September 30, 2010 and 2009 were as follows:

Pension Plans:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(Unaudited, in millions)		2010				2009				2010				2009
Service cost		$	10			$	10			$	30			$	29
Interest cost			88				82				259				246
Expected return on plan assets			(89	)			(89	)			(269	)			(264	)
Amortization of prior service cost			–				1				2				3
Recognized net actuarial loss (gain)			1				(3	)			3				(7	)
Curtailments and settlements			1				1				5				(9	)
		$	11			$	2			$	30			$	(2	)

OPEB Plans:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(Unaudited, in millions)		2010				2009				2010				2009
Service cost		$	1			$	–			$	3			$	2
Interest cost			5				6				17				18
Amortization of prior service credit			(2	)			(2	)			(6	)			(8	)
Recognized net actuarial loss			1				1				2				3
Curtailments			–				–				–				(2	)
		$	5			$	5			$	16			$	13

ABITIBIBOWATER INC.
(Under Creditor Protection Proceedings as of April 16 and 17, 2009 – Notes 1, 2 and 3)
Notes to Unaudited Interim Consolidated Financial Statements

Events impacting net periodic benefit cost for the three and nine months ended September 30, 2010

In July 2010, certain employees received lump-sum payments from two of our retirement pension plans. As a result, a settlement loss of $1 million was included in the net periodic benefit cost of our pension plans.

In May 2010, as a result of the indefinite idling of our Gatineau paper mill, approximately 330 positions were impacted. As a result, a curtailment loss of $4 million was included in the net periodic benefit cost of our pension plans.

Events impacting net periodic benefit cost (credit) for the three and nine months ended September 30, 2009

In September 2009, as a result of the permanent closure of a production line at our Thunder Bay paper mill, approximately 116 positions were eliminated. As a result, a curtailment loss of $1 million was included in the net periodic benefit cost (credit) of our pension plans.

In June 2009, as a result of the permanent closure of our Westover sawmill and Goodwater planer mill operations, approximately 60 positions were eliminated. As a result, a curtailment gain of $1 million was included in the net periodic benefit cost of our OPEB plans.

In February 2009, upon the permanent closure of our Grand Falls, Newfoundland and Labrador newsprint mill, approximately 473 positions were eliminated. As a result, a curtailment gain of $10 million was included in the net periodic benefit credit of our pension plans and a curtailment gain of $1 million was included in the net periodic benefit cost of our OPEB plans.

Note 14. Income Taxes

The income tax (provision) benefit attributable to loss before income taxes differs from the amounts computed by applying the United States federal statutory income tax rate of 35% for the three and nine months ended September 30, 2010 and 2009 as a result of the following:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(Unaudited, in millions)		2010				2009				2010				2009
Loss before income taxes		$	(824	)		$	(485	)		$	(1,640	)		$	(1,249	)
Income tax benefit (provision):
Expected income tax benefit			288				170				574				437
(Decrease) increase in income taxes resulting from:
Valuation allowance			(173	)			(121	)			(384	)			(267	)
Foreign exchange			(78	)			(71	)			(58	)			(109	)
State income taxes, net of federal income tax benefit			–				–				2				8
Foreign taxes			(33	)			(25	)			(130	)			(51	)
Tax reserves			2				5				2				4
Other, net			(11	)			8				(1	)			(15	)
		$	(5	)		$	(34	)		$	5			$	7

Income tax benefits generated on the majority of our losses for all periods presented were entirely offset by tax charges to increase our valuation allowance related to these tax benefits. Additionally, any income tax benefit recorded on any future losses will likely be offset by additional increases to the valuation allowance (tax charge). During the three and nine months ended September 30, 2009, we recorded a tax provision of approximately $21 million and a tax recovery of approximately $28 million, respectively, related to the asset impairment charges recorded associated with our assets held for sale for our investment in MPCo. For additional information, see Note 4, “Closure Costs, Impairment and Other Related Charges.”

During the second quarter of 2009, we reversed $36 million of liabilities for unrecognized tax benefits as a result of pending Canadian legislation that was enacted during the first quarter of 2009. This reversal had no impact on income tax expense as it was offset by an adjustment to the valuation allowance.

ABITIBIBOWATER INC.
(Under Creditor Protection Proceedings as of April 16 and 17, 2009 – Notes 1, 2 and 3)
Notes to Unaudited Interim Consolidated Financial Statements

Note 15. Commitments and Contingencies

Creditor Protection Proceedings

On April 16, 2009 and December 21, 2009, AbitibiBowater Inc. and certain of its U.S. and Canadian subsidiaries filed voluntary petitions for relief under Chapter 11. In addition, on April 17, 2009, certain of AbitibiBowater Inc.’s Canadian subsidiaries sought creditor protection under the CCAA. On April 17, 2009, Abitibi and ACCC each filed Chapter 15 Cases to obtain recognition and enforcement in the United States of certain relief granted in the CCAA Proceedings and also on that date, AbitibiBowater Inc. and certain of its subsidiaries in the Chapter 11 Cases obtained orders under the 18.6 Proceedings. Our wholly-owned subsidiary that operates our Mokpo operations and almost all of our less than wholly-owned subsidiaries continue to operate outside of the Creditor Protection Proceedings.

On September 14, 2010 and September 21, 2010, the creditors under the CCAA Proceedings and the Chapter 11 Cases, respectively, with one exception as discussed in Note 2, “Creditor Protection Proceedings – Plans of Reorganization,” approved the respective Plan of Reorganization. On September 23, 2010, the CCAA Reorganization Plan was sanctioned by the Canadian Court. The hearing before the U.S. Court with respect to confirmation of the Chapter 11 Reorganization Plan began on September 24, 2010. The confirmation of the Chapter 11 Reorganization Plan is pending before the U.S. Court.

For additional information, see Note 2, “Creditor Protection Proceedings.”

Newfoundland and Labrador expropriation

On August 24, 2010, we reached a formal settlement agreement with the government of Canada regarding the December 2008 expropriation of certain of our assets and rights in the province of Newfoundland and Labrador, Canada by the provincial government pursuant to the Abitibi-Consolidated Rights and Assets Act, S.N.L. 2008, c.A-1.01 (“Bill 75”). Under the agreement, the government of Canada has agreed to pay AbiBow Canada Inc. (“AbiBow Canada,” our post-emergence Canadian operating subsidiary) Cdn$130 million (approximately $126 million) following our emergence from the Creditor Protection Proceedings. As part of the settlement agreement, we have agreed to waive our legal actions and claims against the government of Canada under the North American Free Trade Agreement (“NAFTA”). The Canadian Court and U.S. Court approved the settlement agreement on September 1, 2010 and September 14, 2010, respectively. The settlement agreement is contingent upon the Courts’ approval of the Plans of Reorganization. We have not recognized the impact of this transaction in these unaudited interim consolidated financial statements. For additional information, see Note 22, “Commitments and Contingencies – Extraordinary loss on expropriation of assets,” included in our consolidated financial statements for the year ended December 31, 2009.

Newfoundland and Labrador environmental orders

On March 31, 2010, the Canadian Court dismissed a motion for declaratory judgment brought by the province of Newfoundland and Labrador, awarding costs in our favor, and thus confirmed our position that the five orders the province issued under section 99 of its Environmental Protection Act on November 12, 2009 are subject to the stay of proceedings pursuant to the Creditor Protection Proceedings. The province of Newfoundland and Labrador’s orders could have required us to proceed immediately with the environmental remediation of various sites we formerly owned or operated, some of which the province expropriated in December 2008 with Bill 75. If the province requests an extension to the applicable court-imposed deadline by which its claim had to be filed in order to receive any distribution in the Creditor Protection Proceedings, a request we can contest, and if the Canadian Court grants the request, the province’s claim based on the environmental orders would be subject to the existing claims process and would be subject to compromise. The province sought leave to appeal the Canadian Court’s judgment to the Quebec Court of Appeal, which was denied on May 18, 2010. The Canadian Court also dismissed, without costs, the province of British Columbia’s intervention in those proceedings. The province of Newfoundland and Labrador filed notice of application for leave to appeal the Quebec Court of Appeal’s judgment to the Supreme Court of Canada on August 16, 2010. The matter is now pending before the Supreme Court.

ABITIBIBOWATER INC.
(Under Creditor Protection Proceedings as of April 16 and 17, 2009 – Notes 1, 2 and 3)
Notes to Unaudited Interim Consolidated Financial Statements

Legal items

We are involved in various legal proceedings relating to contracts, commercial disputes, taxes, environmental issues, employment and workers’ compensation claims and other matters. We periodically review the status of these proceedings with both inside and outside counsel. Although the final outcome of any of these matters is subject to many variables and cannot be predicted with any degree of certainty, we establish reserves for a matter (including legal costs expected to be incurred) when we believe an adverse outcome is probable and the amount can be reasonably estimated. We believe that the ultimate disposition of these matters will not have a material adverse effect on our financial condition, but it could have a material adverse effect on our results of operations in any given quarter or year.

Subject to certain exceptions, all litigation against the Debtors that arose or may arise out of pre-petition conduct or acts is subject to the automatic stay provisions of Chapter 11 and the CCAA and the orders of the Courts rendered thereunder. In addition, subject to certain exceptions, any recovery by the plaintiffs in those matters will be treated consistent with all other general unsecured claims in the Creditor Protection Proceedings.

Information on our commitments and contingencies is presented in Note 22, “Commitments and Contingencies,” included in our consolidated financial statements for the year ended December 31, 2009, incorporated herein by reference, as updated above, and except as so updated, there have been no material developments to the legal proceedings described in our consolidated financial statements for the year ended December 31, 2009.

Resolution of Quebec pension situation

Our principal operating subsidiaries in the province of Quebec, ACCC and BCFPI, entered into an agreement on September 13, 2010 with the Quebec provincial government related to funding relief in respect of the material aggregate solvency deficits in the registered pension plans they sponsor in the province. The agreement includes a number of undertakings on behalf of AbiBow Canada, that would become effective upon our emergence from the Creditor Protection Proceedings and apply for five years. AbiBow Canada’s undertakings are a condition to the government adopting the necessary funding relief regulations in Quebec.

Consistent with our previously-disclosed agreement in principle with the Quebec pension authorities, the funding relief regulations are expected to provide, among other things, that AbiBow Canada’s aggregate annual contribution in respect of the solvency deficits in its material Canadian registered pension plans for each year from 2011 through 2020 will be limited to the following: (i) a Cdn$50 million basic contribution; (ii) beginning in 2013, if the plans’ aggregate solvency ratio falls below a specified target for a year, an additional contribution equal to 15% of free cash flow up to Cdn$15 million per year and (iii) beginning in 2016, if the amount payable for benefits in a year exceeds a specified threshold and the plans’ aggregate solvency ratio is more than 2% below the target for that year, a supplementary contribution equal to such excess (such supplementary contribution being capped at Cdn$25 million on the first occurrence only of such an excess). Should a plan move into a surplus during the 2011 – 2020 period, it will cease to be subject to this funding relief. After 2020, the funding rules in place at the time will apply to any remaining deficit.

In addition to our agreement not to terminate voluntarily any of our pension plans in Quebec before the date of our emergence from the Creditor Protection Proceedings, AbiBow Canada has undertaken to:

	•		not pay a dividend at any time when the weighted average solvency ratio of its pension plans in Quebec is less than 80%;
	•		abide by the compensation plan detailed in the Plans of Reorganization with respect to salaries, bonuses and severance;
	•		direct at least 60% of the maintenance and value-creation investments earmarked for our Canadian pulp and paper operations to projects in Quebec;
	•		invest at least Cdn$75 million in strategic projects in Quebec over a five-year period;
	•		maintain our head office and the current related functions in Quebec;
	•		make an additional solvency deficit reduction contribution to its pension plans of Cdn$75 for each metric ton of capacity reduced, payable over four years, in the event of downtime of more than six consecutive months or nine cumulative months over a period of 18 months; and

ABITIBIBOWATER INC.
(Under Creditor Protection Proceedings as of April 16 and 17, 2009 – Notes 1, 2 and 3)
Notes to Unaudited Interim Consolidated Financial Statements

•

create a diversification fund by contributing Cdn$2 million per year for five years for the benefit of the municipalities and workers in our Quebec operating regions.

The adoption of satisfactory funding relief regulations in the provinces of Quebec and Ontario in respect of the material aggregate solvency deficits in the registered pension plans is a condition precedent to the implementation of the Plans of Reorganization. The province of Quebec’s enactment of the funding relief regulations described above is conditional upon the province of Ontario taking equivalent measures for our pension plans under its jurisdiction. We are having similar discussions with the province of Ontario’s pension and finance authorities. There can be no assurance that those discussions will be successful.

Note 16. Segment Information

We manage our business based on the products that we manufacture and sell to external customers. Our reportable segments are newsprint, coated papers, specialty papers, market pulp and wood products.

None of the income or loss items following “Operating income (loss)” in our Consolidated Statements of Operations are allocated to our segments, since those items are reviewed separately by management. For the same reason, closure costs, impairment and other related charges, employee termination costs, net gain on disposition of assets, costs associated with our unsuccessful refinancing efforts and other discretionary charges or credits are not allocated to our segments. Share-based compensation expense is, however, allocated to our segments. We also allocate depreciation expense to our segments, although the related fixed assets are not allocated to segment assets.

Information about segment sales and operating income (loss) for the three and nine months ended September 30, 2010 and 2009 was as follows:

										Coated				Specialty				Market				Wood				Corporate				Consolidated
(Unaudited, in millions)						Newsprint				Papers				Papers				Pulp (1)				Products				and Other				Total
Sales
Third quarter			2010			$	429			$	128			$	347			$	184			$	104			$	–			$	1,192
Third quarter			2009				396				105				340				147				95				8				1,091
First nine months			2010				1,318				348				975				519				314				–				3,474
First nine months			2009				1,331				313				1,013				366				204				13				3,240
Operating income (loss) (2)
Third quarter			2010			$	(8	)		$	13			$	(6	)		$	55			$	(1	)		$	(41	)		$	12
Third quarter (3)			2009				(140	)			24				10				41				(13	)			45				(33	)
First nine months			2010				(159	)			14				(39	)			92				4				(83	)			(171	)
First nine months (3)			2009				(202	)			74				71				68				(60	)			(283	)			(332	)

ABITIBIBOWATER INC.
(Under Creditor Protection Proceedings as of April 16 and 17, 2009 – Notes 1, 2 and 3)
Notes to Unaudited Interim Consolidated Financial Statements

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(Unaudited, in millions)		2010				2009				2010				2009
Net gain on disposition of assets		$	1			$	38			$	14			$	91
Closure costs, impairment and other related charges			3				44				(5	)			(226	)
Write-downs of inventory			–				(5	)			–				(17	)
Employee termination costs			–				(2	)			–				(2	)
Reversal of previously recorded Canadian capital tax liabilities due to new legislation			–				–				–				16
Fees for unsuccessful refinancing efforts			–				–				–				(10	)
		$	4			$	75			$	9			$	(148	)

Note 17. Alternative Fuel Mixture Tax Credits

During 2009, the U.S. Internal Revenue Code of 1986, as amended (the “Code”) provided a tax credit for companies that use alternative fuel mixtures to produce energy to operate their businesses. The credit, equal to $0.50 per gallon of alternative fuel contained in the mixture, was refundable to the taxpayer. During the three and nine months ended September 30, 2009, we recorded $83 million and $201 million, respectively, of these credits, which were included in “Cost of sales, excluding depreciation, amortization and cost of timber harvested” in our Consolidated Statements of Operations. According to the Code, the tax credit expired at the end of 2009.

Note 18. Subsequent Event

The following significant event occurred subsequent to September 30, 2010:

•

As more fully discussed in Note 12, “Liquidity and Debt – Exit financing,” we closed an offering of senior secured notes, currently held in escrow, in connection with our emergence from the Creditor Protection Proceedings.

ABITIBIBOWATER INC.

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

The following management’s discussion and analysis of financial condition and results of operations (“MD&A”) of AbitibiBowater Inc. (with its subsidiaries and affiliates, either individually or collectively, unless otherwise indicated, referred to as “AbitibiBowater,” “we,” “our,” “us” or the “Company”) provides information that we believe is useful in understanding our results of operations, cash flows and financial condition for the three and nine months ended September 30, 2010. This discussion should be read in conjunction with, and is qualified in its entirety by reference to, our unaudited interim consolidated financial statements and related notes appearing in Item 1 of this Quarterly Report on
Form 10-Q (“Unaudited Interim Consolidated Financial Statements”), which have been prepared assuming that AbitibiBowater will continue as a going concern. For a discussion of the going concern assumption, as well as the ramifications if the going concern basis is not appropriate, see “Going Concern” below. On April 16 and 17, 2009 and December 21, 2009, AbitibiBowater Inc. and certain of its U.S. and Canadian subsidiaries filed voluntary petitions for creditor protection. See “Creditor Protection Proceedings” below.

Cautionary Statements Regarding Forward-Looking Information and Use of Third-Party Data

Statements in this Quarterly Report on Form 10-Q that are not reported financial results or other historical information of AbitibiBowater are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. They include, for example, statements relating to our: Creditor Protection Proceedings (as defined below); debtor in possession financing arrangements and reorganization process; ability to successfully restructure our debt and other obligations; efforts to reduce costs and increase revenues and profitability, including our cost reduction initiatives regarding selling, general and administrative expenses; business outlook; curtailment of production of certain of our products; assessment of market conditions; financial projections in the disclosure documents in respect of the Plans of Reorganization (as defined below), including the values and assumptions used in those projections; ability to sell non-core assets in light of the current global economic conditions and the requirements under the Creditor Protection Proceedings to obtain court approval for certain asset sales; and strategies for achieving our goals generally. Forward-looking statements may be identified by the use of forward-looking terminology such as the words “should,” “would,” “could,” “will,” “may,” “expect,” “believe,” “anticipate,” “attempt” and other terms with similar meaning indicating possible future events or potential impact on our business or AbitibiBowater’s shareholders.

The reader is cautioned not to place undue reliance on these forward-looking statements, which are not guarantees of future performance. These statements are based on management’s current assumptions, beliefs and expectations, all of which involve a number of business risks and uncertainties that could cause actual results to differ materially. The potential risks and uncertainties that could cause our actual financial condition, results of operations and future performance to differ materially from those expressed or implied in this Quarterly Report on
Form 10-Q include:

	•		risks and uncertainties associated with the Creditor Protection Proceedings, including limitations against debtors in connection therewith, the values, if any, that will be assigned to our various pre-petition liabilities and securities and the Plans of Reorganization;
	•		growth in alternative media that would further reduce the demand for print media and our products;
	•		the ability of our customers to afford to pay for our products;
	•		general industry, economic and market conditions, including the new residential construction market in the U.S.;
	•		our capital intensive operations and the adequacy of our capital resources;
	•		our ability to obtain permits to operate our facilities and continue to remain in compliance with environmental laws and regulations;
	•		strikes and other labor-related supply chain disruptions that may impact our ability to operate our facilities;
	•		fluctuations in foreign currency exchange rates, especially those relative to the U.S. dollar and the Canadian dollar;
	•		our significant degree of leverage, underfunding of our pension plans and concerns about our financial viability;
	•		the prices and terms under which we would be able to sell assets;
	•		the success of our implementation of additional measures to enhance our operating efficiency and productivity;
	•		the costs of raw materials such as energy, chemicals and fiber;

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	•		the possibility that we could lose any or all of our equity interest in Augusta Newsprint Company (“ANC”);
	•		the post-emergence impact of the Creditor Protection Proceedings on our operations, including the impact on our ability to negotiate favorable terms with suppliers, customers, counterparties and others; and
	•		other risk factors described in Part II, Item 1A, “Risk Factors.”

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

The final recovery to creditors and/or shareholders, if any, will be determined in accordance with the Plans of Reorganization, as amended and/or supplemented, as approved by the applicable Court, as defined below. The recovery depends on, among other things, the nature of the claim and the debtor against whom the claim is properly made, as further described in the Plans of Reorganization and the related disclosure documents. Accordingly, the value of our obligations, including our debt securities, is highly speculative. The Plans of Reorganization provide that all of our currently outstanding common stock and exchangeable shares will be canceled for no consideration. Appropriate caution should be exercised with respect to existing and future investments in any of our liabilities and securities.

Market and industry data

Information about industry or general economic conditions contained in this Quarterly Report on Form 10-Q is derived from third-party sources and certain trade publications (“Third-Party Data”) that we believe are widely accepted and accurate; however, we have not independently verified this information and cannot provide assurances of its accuracy.

Creditor Protection Proceedings

U.S. and Canadian filings for creditor protection

On April 16, 2009 and December 21, 2009, AbitibiBowater Inc. and certain of its U.S. and Canadian subsidiaries filed voluntary petitions (collectively, the “Chapter 11 Cases”) in the United States Bankruptcy Court for the District of Delaware (the “U.S. Court”) for relief under the provisions of Chapter 11 of the United States Bankruptcy Code, as amended (“Chapter 11”). In addition, on April 17, 2009, certain of AbitibiBowater Inc.’s Canadian subsidiaries sought creditor protection (the “CCAA Proceedings”) under the Companies’ Creditors Arrangement Act (the “CCAA”) with the Superior Court of Quebec in Canada (the “Canadian Court”). On April 17, 2009, Abitibi-Consolidated Inc. (“Abitibi”), a subsidiary of AbitibiBowater Inc., and its wholly-owned subsidiary, Abitibi-Consolidated Company of Canada (“ACCC”), each filed a voluntary petition for provisional and final relief (the “Chapter 15 Cases”) in the U.S. Court under the provisions of Chapter 15 of the United States Bankruptcy Code, as amended, to obtain recognition and enforcement in the United States of certain relief granted in the CCAA Proceedings and also on that date, AbitibiBowater Inc. and certain of its subsidiaries in the Chapter 11 Cases obtained orders under Section 18.6 of the CCAA in respect thereof (the “18.6 Proceedings”). The Chapter 11 Cases, the Chapter 15 Cases, the CCAA Proceedings and the 18.6 Proceedings are collectively referred to as the “Creditor Protection Proceedings.” The entities subject to the Creditor Protection Proceedings are referred to herein as the “Debtors.” The U.S. Court and the Canadian Court are collectively referred to as the “Courts.” Our wholly-owned subsidiary that operates our Mokpo, South Korea operations and almost all of our less than wholly-owned subsidiaries continue to operate outside of the Creditor Protection Proceedings.

We initiated the Creditor Protection Proceedings in order to enable us to pursue reorganization efforts under the protection of Chapter 11 and the CCAA, as applicable. We remain in possession of our assets and properties and are continuing to operate our business and manage our properties as “debtors in possession” under the jurisdiction of the Courts and in accordance with the applicable provisions of Chapter 11 and the CCAA. In general, the Debtors are authorized to continue to operate as ongoing businesses, but may not engage in transactions outside the ordinary course of business without the approval of the applicable Court(s) or the Monitor (as defined below), as applicable.

The commencement of the Creditor Protection Proceedings constituted an event of default under substantially all of our pre-petition debt obligations, and those debt obligations became automatically and immediately due and payable by their terms, although any action to enforce such payment obligations is stayed as a result of the Creditor Protection Proceedings. See Note 3, “Creditor Protection Proceedings Related Disclosures - Liabilities subject to compromise,” and Note 12, “Liquidity and Debt,” to our Unaudited Interim Consolidated Financial Statements.

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On July 9, 2010, the Canadian Court approved the mailing of solicitation materials related to the CCAA Plan of Reorganization and Compromise (the “CCAA Reorganization Plan”). On August 2, 2010, the U.S Court approved the solicitation materials in respect of the Debtors’ Second Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code (the “Chapter 11 Reorganization Plan” and, together with the CCAA Reorganization Plan, the “Plans of Reorganization”). On August 9, 2010, we began soliciting votes from creditors for the approval or rejection of our Plans of Reorganization. The Plans of Reorganization describe a proposed treatment of creditor claims and certain other matters.

On September 14, 2010 and September 21, 2010, the creditors under the CCAA Proceedings and the Chapter 11 Cases, respectively, with one exception as discussed below, approved the respective Plan of Reorganization. On September 23, 2010, the CCAA Reorganization Plan was sanctioned by the Canadian Court. The hearing before the U.S. Court with respect to confirmation of the Chapter 11 Reorganization Plan began on September 24, 2010. The confirmation of the Chapter 11 Reorganization Plan is pending before the U.S. Court.

Debtor in possession financing arrangements

In the Creditor Protection Proceedings, we sought and obtained approval by the applicable Court(s) to enter into various debtor in possession financing arrangements, which are discussed in further detail below under “Liquidity and Capital Resources.”

Reorganization process

The Courts have issued a variety of orders on either a final or interim basis intended to support our business continuity throughout the restructuring process. We have retained legal and financial professionals to advise us on the Creditor Protection Proceedings and may, from time to time, retain additional professionals, subject to any applicable Court approval.

On April 28, 2009, the United States Trustee for the District of Delaware appointed an official committee of unsecured creditors (the “Creditors’ Committee”) in the Chapter 11 Cases pursuant to the requirements of Chapter 11. The Creditors’ Committee and its legal representatives have a right to be heard on all matters that come before the U.S. Court with respect to us. Under the terms of a Canadian Court order, Ernst & Young Inc. serves as the court-appointed monitor under the CCAA Proceedings (the “Monitor”) and assisted us in formulating our CCAA restructuring plan.

Subject to certain exceptions under Chapter 11 and the CCAA, our filings (and in Canada, the Initial Order, as defined below) automatically enjoined, or stayed, the continuation of any judicial or administrative proceedings or other actions against us and our property to recover, collect or secure a claim arising prior to the filing of the Creditor Protection Proceedings. We began notifying all known current or potential creditors regarding these filings shortly after the commencement of the Creditor Protection Proceedings. We have successfully applied on several occasions to the Canadian Court in order to enforce the stay of proceedings against creditors acting in breach of the stay.

Under Section 365 and other relevant sections of Chapter 11, we may assume, assign or reject certain executory contracts and unexpired leases, including leases of real property and equipment, subject to the approval of the U.S. Court and certain other conditions. Similarly, pursuant to the initial order issued by the Canadian Court on April 17, 2009 (the “Initial Order”), we had the right to, among other things, repudiate or reject agreements, contracts or arrangements of any nature whatsoever, whether oral or written, subject to the approval of the Monitor or further order of the Canadian Court. Any description of an agreement, contract, unexpired lease or arrangement in this Quarterly Report on Form 10-Q must be read in light of these overriding rights pursuant to Section 365 of Chapter 11 and the relevant provisions of the CCAA, as applicable. Since initiating the Creditor Protection Proceedings, we have engaged in a review of our various agreements in light of the overriding rights described above. We have rejected and repudiated a number of agreements and leases, including leases of real estate and equipment, and have assumed or assigned certain others. The creditors affected by these repudiations and rejections were entitled to file proofs of claims in the Creditor Protection Proceedings.

During the Creditor Protection Proceedings, the Courts granted our respective motions to establish various bar dates for the filing of claims. We notified all of our known creditors and potential creditors of such bar dates and the requirement to file a proof of claim with the Courts before the relevant deadlines in order for a claimant to receive any distribution in the Creditor Protection Proceedings. In January 2010, the Canadian Court issued an order setting out the process for the review, determination and adjudication of contested claims with a view to determining their amounts for the purpose of the creditor vote in respect of the CCAA Reorganization Plan. No such order has been issued in the U.S., where the applicable procedure for the investigation of discrepancies between liability amounts estimated by us and claims filed by our creditors and for the valuation of liabilities is generally governed by the rules under Chapter 11.

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There are approximately 6,000 and 11,500 claims outstanding against the Chapter 11 filers and the CCAA filers, respectively, that total approximately $67 billion (which for purposes of this disclosure, for the claims filed against the CCAA filers in Canadian dollars, reflects the exchange rate to U.S. dollars on the date of the commencement of the CCAA Proceedings, which may not be the rate applicable to every claim). We continue to reconcile such claims to the amounts we have recorded in “Liabilities subject to compromise” as of September 30, 2010 in our Consolidated Balance Sheets included in our Unaudited Interim Consolidated Financial Statements (“Consolidated Balance Sheets”). Differences in amounts recorded and claims filed by creditors continue to be investigated and will be resolved, including through the filing of objections with the Courts, where appropriate. We have identified, and expect to continue to identify, many claims that we believe should be disallowed by the Courts because they are duplicative, have been later amended or superseded, are without merit, are overstated or for other reasons. Additionally, we have identified, and expect to continue to identify, claims that may be amended or withdrawn. In addition, as a result of this process, we may identify additional liabilities that will need to be recorded or reclassified to liabilities subject to compromise. Also, we have identified, and may continue to identify, recorded liabilities for which no claim has been filed, which would result in a reorganization gain upon the elimination of the recorded liabilities. Although we are continuing to make progress, in light of the substantial number and amount of claims filed, the claims resolution process may take considerable time to complete. Completion of the claims resolution process is not a condition to our emergence from the Creditor Protection Proceedings.

The determination of how claims will ultimately be treated, as well as how each class of affected claims will be settled, including payment terms, if applicable, in the Chapter 11 Cases and the CCAA Proceedings cannot be made until both Courts have approved the Plans of Reorganization. Accordingly, the ultimate number and amount of allowed claims, as well as the ultimate treatment and recovery of allowed claims, is not determinable at this time. Given the magnitude of the claims asserted, and despite the applicable bar dates for the filing of claims, it is possible that allowed claims may be materially in excess of the amounts recorded as liabilities subject to compromise as of September 30, 2010 and adjustments to these liabilities may be recorded as “Reorganization items, net” in our Consolidated Statements of Operations included in our Unaudited Interim Consolidated Financial Statements (“Consolidated Statements of Operations”) in future periods. Classification for purposes of our Unaudited Interim Consolidated Financial Statements of any pre-petition liabilities on any basis other than liabilities subject to compromise is not an admission against interest or legal conclusion by the Debtors as to the manner of classification, treatment, allowance or payment in the Creditor Protection Proceedings, including in connection with the Plans of Reorganization that may be approved by the Courts and that may become effective pursuant to the Courts’ orders.

For additional information, see Note 3, “Creditor Protection Proceedings Related Disclosures – Reorganization items, net and – Liabilities subject to compromise,” to our Unaudited Interim Consolidated Financial Statements.

Plans of Reorganization

In order to successfully exit from Chapter 11 and the CCAA, affected creditors and the Courts are required to approve the Plans of Reorganization. As discussed above, in September 2010, the creditors under the CCAA Proceedings and the Chapter 11 Cases, with one exception, voted in the requisite numbers to approve the respective Plan of Reorganization and the Canadian Court sanctioned the CCAA Reorganization Plan on September 23, 2010. The U.S. Court has not yet ruled on the confirmation of the Chapter 11 Reorganization Plan. Creditors of Bowater Canada Finance Corporation (“BCFC”), a wholly-owned subsidiary of Bowater Incorporated (“Bowater”), a wholly-owned subsidiary of AbitibiBowater Inc., did not vote in the requisite numbers to approve the Plans of Reorganization. Accordingly, we did not seek sanction of the CCAA Reorganization Plan with respect to BCFC and are not currently seeking confirmation of the Chapter 11 Reorganization Plan with respect to BCFC.

In the United States, Chapter 11 provides that we have the exclusive right for up to 18 months after the filing of the Creditor Protection Proceedings to file a plan or plans of reorganization with the U.S. Court. In successive orders, the U.S. Court extended our initial exclusive right to file a plan or plans of reorganization and solicit votes thereon, and the current deadlines are October 16, 2010 and December 16, 2010, respectively. Accordingly, our exclusive right to file a plan or plans of reorganization has lapsed, and any party in interest may now file a plan or plans of reorganization. In addition to obtaining creditor approval and satisfying certain requirements of Chapter 11, the Chapter 11 Reorganization Plan must be confirmed by the U.S. Court in order to become effective.

Similarly, in Canada, the Initial Order provides for a general stay of proceedings for an initial period of 30 days. The Canadian Court has extended the stay of proceedings on a number of occasions. While the stay of proceedings applies, third parties cannot file a plan or plans of reorganization. The Canadian Court extended the stay of proceedings through the implementation date of the CCAA Reorganization Plan in its sanction order.