2024 ANNUAL REPORT
In 2024, Louisiana-Pacific Corporation (LP) overcame flat housing starts and a soft repair and remodeling market to deliver
outstanding results. It was a strong year of resumed growth, with enhanced strategic partnerships with key customers driving
market share gains for LP® SmartSide® Trim & Siding and LP® SmartSide® ExpertFinish® Trim & Siding. For LP’s Oriented
Strand Board (OSB) business, operational efficiency, increased sales volume, and Structural Solutions growth all contributed
to a solid year.
As a result, LP delivered $2.9 billion in net sales, $420 million in net income, $688 million in Adjusted EBITDA*, and
exceptional stockholder returns.
LP’s Siding segment grew net sales by 17% in 2024 over the prior year, reaching a new record of $1.6 billion. Sales volumes
were slightly below the 2022 peak, despite much weaker housing demand and repair and remodeling activity. This growth
against a softer market backdrop highlights the Siding segment’s ongoing market share gains. Increased utilization and
improving operating efficiency at LP’s newest Siding facilities in Houlton, Maine, Sagola, Michigan, and Bath, New York,
combined with modest improvement in raw material input costs, resulted in significant margin expansion. Compared to 2023,
Adjusted EBITDA* for the Siding segment increased by 45% to $390 million in 2024, representing a full-year Adjusted EBITDA
Margin** of 25%. LP® SmartSide® Trim & Siding has a long runway for continued growth. Accordingly, in 2025,
LP will continue to invest in new product innovation, demand creation, and capacity expansion.
Commodity OSB prices were modestly higher in 2024 compared to the prior year, but the impact of price realization was
overshadowed by the benefit of higher sales volume, especially within the LP® Structural Solutions portfolio of specialized,
value-added OSB products. Net sales in OSB increased to $1.2 billion in 2024, an increase of 15% over the prior year, while
operational excellence and disciplined capacity management improved margins, resulting in the OSB segment delivering
$298 million in Adjusted EBITDA*, an increase of 35% over the prior year.
LP continued to execute our capital allocation strategy in 2024 with $605 million in operating cash flow. We invested
$183 million in capital expenditures and sustaining maintenance, paid $74 million in dividends to stockholders, and spent
$212 million to repurchase shares of common stock. To support Siding growth, we expect 2025 and 2026 to be years of
increased investment in demand creation and capital expenditures for SmartSide® and ExpertFinish® capacity expansion.
With essentially zero net debt and approximately $900 million in total liquidity, LP ended 2024 with a very strong balance
sheet and is well positioned to support these investments in future growth, consistent with our capital allocation strategy.
Most importantly, we achieved this safely, closing the year with a world-class total incident
rate of 0.67. But at LP, ‘good enough’ is never enough. We are committed to continuously
improving our safety performance to ensure no one gets injured while working at LP.
LP’s 4,300 team members make this possible. We are all committed to operating safely
and efficiently, innovating new products, expanding into new markets, growing our
business, and building a better LP. As we do that, we expect to continue making a positive
impact on the customers and communities we serve while delivering lasting value to our
stockholders.
On behalf of the entire LP team, thank you for entrusting us with your investment.
BRAD SOUTHERN
Chairperson of the Board
& Chief Executive Officer
*This is a non-GAAP financial measure. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” in our Annual Report on
Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 19, 2025 (“2024 Form 10-K”) for a reconciliation of this non-GAAP measure to
the closest GAAP measure.
**This is a non-GAAP financial measure and is calculated as Adjusted EBITDA* divided by net sales.
TO OUR STOCKHOLDERS
SIDING SEGMENT
25%
ADJUSTED EBITDA
MARGIN**
ADJUSTED EBITDA*
NET SALES
*This is a non-GAAP financial measure. See “Non-GAAP Financial Measures” in our 2021 Form 10-K.
LP’s Siding segment delivered record net sales of $1.6 billion in 2024, representing net sales growth of
17% over the prior year despite flat housing starts and a year-over-year decline in total repair and remodeling
expenditures. The combined impact of leverage driven by growth and market share gains, as well as improving
operational efficiency—enabled by the fuller utilization of new capacity—resulted in significant margin
expansion. In 2024, LP’s Siding segment delivered $390 million in Adjusted EBITDA*, representing a 25%
Adjusted EBITDA Margin**, a 500-basis point improvement compared to 2023.
Innovation continues to drive growth across the LP® SmartSide® Trim & Siding and LP® SmartSide®
ExpertFinish® Trim & Siding portfolios. Our carbon-negative engineered wood substrate offers exceptional
flexibility, enabling a wide range of applications to meet the needs of architects, homebuilders, remodeling
contractors, and homeowners. ExpertFinish® products, LP’s premier line of prefinished siding, exemplifies
this innovation, contributing 9% of Siding sales volume in 2024. Other recent advancements—including LP
BuilderSeries® Lap Siding, LP® SmartSide® Nickel Gap Siding, LP® SmartSide® Outside Corners, LP® SmartSide®
Cedar Texture Shakes, and LP® SmartSide® Brushed Smooth Trim & Siding—are helping LP reach new customers
in new markets. We believe that LP® SmartSide® Trim & Siding is one of the best home siding products available,
and we remain committed to continuous innovation to expand and enhance our portfolio.
LP’s investments in new capacity have proven their value, helping to make this growth possible. In 2024, our
newest siding mill in Sagola, Michigan and ExpertFinish® prefinishing facility in Bath, New York both hit their
stride. The rapid improvements in efficiency at these facilities as they ramp up toward full capacity utilization
reinforce our confidence in expanding our manufacturing footprint to meet future demand.
2024 FINANCIAL HIGHLIGHTS OF OUR SIDING SEGMENT
*This is a non-GAAP financial measure. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” in our 2024 Form 10-K.
**This is a non-GAAP financial measure and is calculated as Adjusted EBITDA* divided by net sales.
$390M
• $1.6B
IMAGE
FPO
OSB SEGMENT
In 2024, OSB sales prices saw a modest improvement compared to the prior year. More importantly, LP’s
OSB team members effectively executed our strategy—driving Structural Solutions sales growth, achieving
operational excellence, and maintaining disciplined capacity management—to deliver a strong year of price
realization and cash generation.
We believe LP offers the most comprehensive portfolio of specialized, value-added OSB products in the
marketplace. Products such as LP WeatherLogic® Air & Water Barrier, LP NovaCore® Thermal Insulated
Sheathing, LP® TechShield® Radiant Barrier, and LP Legacy® Premium Sub-Flooring provide homebuilders with
enhanced performance, durability, and labor efficiencies—while helping to deliver resilience, energy savings,
and peace of mind to homeowners. These products also drive incremental price realization and margin
expansion compared to commodity OSB, aligning with LP’s ongoing transformation.
We remain committed to continuous innovation to meet the evolving needs of homebuilders and homeowners,
and we look forward to expanding the LP® Structural Solutions portfolio with new product additions.
*This is a non-GAAP financial measure. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” in our 2024 Form 10-K.
2024 FINANCIAL HIGHLIGHTS OF OUR OSB SEGMENT
$1.2B
NET SALES
ADJUSTED EBITDA*
9%
GROWTH IN STRUCTURAL
SOLUTIONS VOLUME
$298M
CAPITAL ALLOCATION
LP consistently executed our capital allocation strategy in 2024. We are committed to
generating cash, investing in future growth, and returning cash to stockholders:
$605M
OPERATING CASH FLOW
CAPITAL EXPENSES
SHARE REPURCHASES
$74M
DIVIDENDS PAID TO
STOCKHOLDERS
$183M
$212M
1
3
2
4
including investments in growth projects to
support new product innovation
IMAGE
FPO
SUSTAINABILITY
We are proud that LP’s strategy for growth and execution is rooted in a sustainable business
model. As we contribute to the fundamental need for housing, we remain mindful of our
environmental responsibilities and the many benefits we bring to the communities where
we operate.
SAFETY
Safety is a core value at LP, and we are dedicated to fostering a safe and inclusive work environment for all
our team members. While we take pride in earning numerous industry safety awards, we remain committed to
continuous improvement and will never become complacent.
ENVIRONMENTAL STEWARDSHIP
The vast majority of LP’s products are carbon negative, and we firmly believe that LP® SmartSide® Trim & Siding
is one of the most sustainable siding products available. We remain vigilant in upholding our high standards for
responsibility and efficiency throughout our sourcing and manufacturing processes.
Natural wood fiber is our highest-volume raw material input, and 100% of the wood fiber we source is thoroughly
vetted through stringent forest certification standards. We utilize this valuable resource efficiently, converting
nearly all of it into finished goods or renewable energy. We are committed to sustainable forestry practices to
ensure a renewable, long-term supply.
0.67
INDUSTRY-
LEADING TOTAL
INCIDENT RATE
APA - THE
ENGINEERED WOOD
ASSOCIATION
APA - THE
ENGINEERED WOOD
ASSOCIATION
SAFEST COMPANY
AWARD
10 SAFETY AND
HEALTH AWARDS
1
2
3
IMAGE
COMMUNITY IMPACT
LP’s success is driven by the ingenuity and dedication of our 4,300 team members. We honor their commitment
by being responsible neighbors in the communities where we live and work. We take great pride in the positive
impacts, both large and small, that we make in every location where we operate.
To learn more, please read our 2024 Sustainability Report.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934:
For the Fiscal Year Ended December 31, 2024
Or
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 1-7107
LOUISIANA-PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
93-0609074
(State of Incorporation)
(I.R.S. Employer
Identification No.)
1610 West End Ave. Suite 200
Nashville TN 37203
(615) 986 - 5600
(Address of principal executive offices)
(Registrant’s telephone number
including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of Each Exchange on Which
Registered
Common Stock, $1 par value
LPX
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities
Act. Yes ý No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes ¨ No ý
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 ý No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be
submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,
a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange
Act.
Large accelerated filer
x
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section
13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of
the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15
U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ý
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial
statements of the registrant included in the filing reflect the correction of an error to previously issued financial
statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of
incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery
period pursuant to §240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act): Yes ☐ No ý
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by
reference to the price at which the common equity was sold, or the average bid and asked price of such common
equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $5,761,626,247.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest
practicable date: 69,692,101 shares of common stock, $1 par value, outstanding as of February 14, 2025.
Documents Incorporated by Reference
Certain portions of the registrant's Definitive Proxy Statement for its 2025 Annual Meeting of Stockholders (which
is expected to be filed with the Securities and Exchange Commission within 120 days after the end of the registrant's
2024 fiscal year) are incorporated by reference into Part III of this annual report on Form 10-K.
Except as otherwise specified and unless the context otherwise requires, references to “LP,” the “Company,” “we,”
“us,” and “our” refer to Louisiana-Pacific Corporation and its consolidated subsidiaries.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities
Exchange Act of 1934, as amended (the Exchange Act), provide a “safe harbor” for forward-looking statements to
encourage companies to provide prospective information about their businesses and other matters as long as those
statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying
important factors that could cause actual results to differ materially from those discussed in such forward-looking
statements. This annual report on Form 10-K contains, and other reports and documents we file with, or furnish to,
the Securities and Exchange Commission (SEC) may contain forward-looking statements. These statements are
based upon the beliefs and assumptions of, and on information available to, our management.
The following statements are or may constitute forward-looking statements: statements preceded by, followed by or
that include words like “may,” “will,” “could,” “should,” “believe,” “expect,” “anticipate,” "assume," “intend,”
“plan,” “estimate,” “project,” “target,” “potential,” “continue,” “likely,” or “future,” as well as similar expressions,
or the negative or other variations thereof, and include other statements regarding matters that are not historical facts
including without limitation, plans for product development, forecasts of future costs and expenditures, possible
outcomes of legal proceedings, capacity expansion and other growth initiatives, the adequacy of reserves for loss
contingencies, and any statements regarding the Company's financial outlook.
Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking
statements include, but are not limited to, the following:
•
changes in governmental fiscal and monetary policies, including higher or new tariffs and levels of
employment;
•
changes in general and global economic conditions, including impacts from rising inflation, supply chain
disruptions, new, ongoing, or escalated geopolitical or military conflicts or tensions including the conflict
between Russia and Ukraine, the conflict in Israel and the surrounding areas, tensions between the United
States and China and tensions between China and Taiwan, and global pandemics and/or health
emergencies;
•
the commodity nature of a segment of our products and the prices for those products, which are determined
in significant part by external factors such as total industry capacity and wider industry cycles affecting
supply and demand trends;
•
changes in the cost and availability of capital;
•
changes in the cost and availability of financing for home mortgages;
•
changes in the level of home construction and repair and remodel activity;
•
changes in competitive conditions and prices for our products;
•
changes in the relationship between supply of and demand for building products;
•
changes in the financial or business conditions of third-party wholesale distributors and dealers of building
products;
•
changes in the relationship between the supply of and demand for raw materials, including wood fiber and
resins, used in manufacturing our products;
•
changes in the cost and availability of energy, primarily natural gas, electricity, and diesel fuel;
•
changes in the cost and availability of transportation, including transportation services provided by third
parties;
•
our dependence on third-party vendors and suppliers for certain goods and services critical to our business;
•
operational and financial impacts from manufacturing our products internationally;
•
difficulties in the development, launch or production ramp-up of new products;
•
our ability to attract and retain qualified executives, management and other key employees;
•
the need to formulate and implement effective succession plans from time to time for key members of our
management team;
•
impacts from public health issues (including global pandemics) on the economy, demand for our products
or our operations, including the actions and recommendations of governmental authorities to contain such
1
public health issues;
•
our ability to identify and successfully complete and integrate acquisitions, divestitures, joint ventures,
capital investments and other corporate strategic transactions;
•
unplanned interruptions to our manufacturing operations, such as explosions, fires, inclement weather,
natural disasters, accidents, equipment failures, labor shortages or disruptions, transportation interruptions,
supply interruptions, public health issues (including pandemics and quarantines), riots, civil insurrection or
social unrest, looting, protests, strikes, and street demonstrations;
•
changes in global or regional climate conditions, the impacts of climate change, and potential government
policies adopted in response to such conditions;
•
changes in other significant operating expenses;
•
changes in currency values and exchange rates between the U.S. dollar and other currencies, particularly
the Canadian dollar, Brazilian real, Chilean peso, and Argentine peso;
•
changes in, and compliance with, general and industry-specific laws and regulations, including
environmental and health and safety laws and regulations, the U.S. Foreign Corrupt Practices Act and anti-
bribery laws, laws related to our international business operations, and changes in building codes and
standards;
•
changes in tax laws and interpretations thereof;
•
changes in circumstances giving rise to environmental liabilities or expenditures;
•
warranty costs exceeding our warranty reserves;
•
challenges to or exploitation of our intellectual property or other proprietary information by our competitors
or other third parties;
•
the resolution of existing and future product-related litigation, environmental proceedings and remediation
efforts, and other legal or environmental proceedings or matters;
•
the effect of covenants and events of default contained in our debt instruments;
•
the amount and timing of any repurchases of our common stock and the payment of dividends on our
common stock, which will depend on market and business conditions and other considerations;
•
cybersecurity events affecting our information technology systems or those of our third-party providers and
the related costs and impact of any disruption on our business; and
•
acts of public authorities, war, political or civil unrest, natural disasters, fire, floods, earthquakes, inclement
weather, and other matters beyond our control.
In addition to the foregoing and any risks and uncertainties specifically identified in the text surrounding forward-
looking statements, any statements in the reports and other documents filed by us with, or furnished by us to, the
SEC that warn of risks or uncertainties associated with future results, events, or circumstances identify important
factors that could cause actual results, events, and circumstances to differ materially from those reflected in the
forward-looking statements.
The forward-looking statements that we make, or that are made by others on our behalf, are based on our knowledge
of our business and our operating environment and assumptions that we believe to be, or will believe to be,
reasonable when such forward-looking statements are or will be made. As a consequence of the factors described
above, the other risks, uncertainties, and factors we disclose below and in the reports and other documents filed by
us with the SEC, other risks not known to us at this time, changes in facts, assumptions not being realized or other
circumstances, our actual results may differ materially from those discussed in or implied or contemplated by our
forward-looking statements. Consequently, this cautionary statement qualifies all forward-looking statements we
make, or that are made on our behalf, including those made herein and incorporated by reference herein. We cannot
assure you that the results or developments expected or anticipated by us will be realized or, even if substantially
realized, that those results or developments will result in the expected consequences for us or affect us, our business,
our operations or our operating results in the manner or to the extent we expect. We caution readers not to place
undue reliance on such forward-looking statements, which speak only as of their dates and are inherently uncertain.
We undertake no obligation to revise or update any of the forward-looking statements to reflect subsequent events or
circumstances except to the extent required by applicable law.
2
ABOUT THIRD-PARTY INFORMATION
In this annual report on Form 10-K, we rely on and refer to information regarding industry data obtained from
market research, publicly available information, industry publications, U.S. government sources, and other third
parties. Although we believe the information is reliable, we cannot guarantee the accuracy or completeness of the
information and have not independently verified it.
3
TABLE OF CONTENTS
PART I
Item 1
BUSINESS
5
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
12
Item 1A
RISK FACTORS
13
Item 1B
UNRESOLVED STAFF COMMENTS
26
Item 1C
CYBERSECURITY
27
Item 2
PROPERTIES
29
Item 3
LEGAL PROCEEDINGS
30
Item 4
MINE SAFETY DISCLOSURES
30
PART II
Item 5
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
31
Item 6
RESERVED
32
Item 7
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
32
Item 7A
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
44
Item 8
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
45
Item 9
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
85
Item 9A
CONTROLS AND PROCEDURES
85
Item 9B
OTHER INFORMATION
87
Item 9C
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS
87
PART III
Item 10*
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
88
Item 11*
EXECUTIVE COMPENSATION
88
Item 12*
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
88
Item 13*
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
89
Item 14*
PRINCIPAL ACCOUNTANT FEES AND SERVICES
89
PART IV
Item 15
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
90
Item 16
FORM 10-K SUMMARY
92
* All or a portion of the referenced section is incorporated by reference from our Definitive Proxy Statement for our 2025
Annual Meeting of Stockholders (which is expected to be filed with the SEC within 120 days after the end of our 2024 fiscal
year).
4
PART I
ITEM 1.
Business
GENERAL
We are a leading provider of high-performance building solutions that meet the demands of builders, remodelers,
and homeowners worldwide. Serving the new home construction, repair and remodeling, and outdoor structures
markets, we have leveraged our expertise to become an industry leader known for innovation, quality, reliability,
and sustainability. The principal customers for our building solutions are retailers, wholesalers, and home building
and industrial businesses in North America and South America, with limited sales in Asia, Australia, and Europe.
Since our founding in 1972, LP has been Building a Better World™ by helping customers construct beautiful,
durable homes while shareholders build lasting value. We are headquartered in Nashville, Tennessee, and as of
December 31, 2024, we operated 22 plants across the U.S., Canada, Chile, and Brazil.
The table below summarizes the relative sizes of our business segments in 2024:
Segment
Net Sales
(in millions)
Percentage of 2024 Net
Sales
Siding
$
1,558
53 %
Oriented Strand Board (OSB)
1,184
40 %
LP South America (LPSA)
190
6 %
Other
9
— %
$
2,941
OUR BUSINESS SEGMENTS
Siding
We believe we are the largest manufacturer of engineered wood siding in North America. Our Siding segment serves
diverse end markets with a broad product portfolio of engineered wood siding, trim, soffit, and fascia, including LP®
SmartSide® Trim & Siding, LP® SmartSide® ExpertFinish® Trim & Siding, LP BuilderSeries® Lap Siding, and LP®
Outdoor Building Solutions® (collectively referred to as Siding Solutions). As compared to solid wood, these
products offer superior protection against hail, wind, moisture, fungal decay, and termites. The LP SmartSide
environmental product declarations (EPDs), which detail the cradle-to-grave energy and materials required to
produce LP SmartSide Lap, Panel and Trim in North America, demonstrate that the product stores more carbon than
is released during its lifecycle, making it a carbon-negative exterior siding product. Our Siding Solutions products
are used in new home construction, repair and remodeling projects, and outdoor structures such as sheds.
We intend to continue growing sales in our Siding segment and to increase the breadth of our Siding Solutions
product offerings. To do so, we plan to increase the production capacity of these high-margin, value-added products.
We have several options for increased capacity, including the addition of new plants, conversion of existing
Oriented Strand Board plants to Siding manufacturing plants, expansion of existing Siding facilities, and expansion
of our prefinished capacity and offerings. We will also seek to drive continued product innovation by utilizing our
technological and engineering expertise in wood composites, overlays, chemical treatments, and durable and
beautiful paints to better address the needs of our customers.
5
Oriented Strand Board (OSB)
Developed as a less expensive and more sustainable alternative to plywood, OSB is used as roof decking, sidewall
sheathing and floor underlayment. Our OSB segment manufactures and distributes OSB structural panel products,
including the innovative value-added OSB product portfolio known as LP® Structural Solutions (which includes LP®
TechShield® Radiant Barrier, LP WeatherLogic® Air & Water Barrier, LP Legacy® Premium Sub-Flooring, LP
NovaCore® Thermal Insulated Sheathing, LP® FlameBlock® Fire-Rated Sheathing, and LP® TopNotch® 350
Durable Sub-Flooring). Our LP Structural Solutions products are engineered to provide a variety of features such as
superior fire resistance, enhanced water and moisture protection, and greater weight-bearing capacity.
We intend to continue to grow sales of our LP Structural Solutions portfolio as a percentage of our total production
and to aggressively manage cost through (i) the efficiency with which we operate our manufacturing facilities (as
measured by a widely used operational metric called Overall Equipment Effectiveness, or OEE), (ii) the efficiency
with which we convert sustainably harvested wood fiber into our products, and (iii) our ongoing work to optimize
logistics and reduce other costs.
LP South America (LPSA)
We believe that we are the leading producer of OSB and siding products in South America and that we are
positioned to capitalize on the growing demand for materials used in wood-based residential construction in South
America. Our LPSA segment manufactures and distributes OSB structural panel and Siding Solutions products in
South America and certain export markets. This segment also sells and distributes a variety of companion products
to support the region’s transition to wood frame construction. The LPSA segment carries out manufacturing
operations in Chile and Brazil and operates sales offices in Argentina, Brazil, Chile, Colombia, Mexico, Paraguay,
and Peru.
OUR BUSINESS STRATEGY
Grow Our Siding Business. We believe that our leadership position in engineered wood siding allows us to benefit
from demand growth, particularly as sustainable engineered wood products continue to displace alternative siding
materials such as vinyl, fiber cement, and other materials. We have consistently grown our Siding segment above the
underlying market growth rates, and this segment is less sensitive to new housing market cyclicality as over 50% of
demand for our Siding Solutions comes from other markets, including off-site structure production and repair and
remodeling. We believe that long-term market trends and demographics suggest continued growth in demand for
sustainable engineered wood siding in these markets, which we believe we are well-positioned to meet. We routinely
evaluate project schedules and market demand to determine when to begin related construction work on Siding
Solutions capacity expansion projects.
Generate Value-Added Sales Growth Through Customer Focus and Innovation. We believe that our products help
our customers and end users to mitigate various challenges associated with building and construction activity,
including labor shortages, because they are relatively easy to work with and allow for the consolidation of multiple
steps into a single product system. Our marketing programs aim to drive awareness of our products and a greater
understanding of our products’ specific features among builders, repair and remodel contractors, industrial
manufacturers, and major home improvement retailers. Through our sales efforts, we target customers by
distribution channel and focus on providing them with a broad array of traditional and specialty building products
coupled with quality service. Our facilities are strategically located in the U.S., Canada, Chile, and Brazil to allow us
to maintain geographic proximity to our customers and to remain responsive to their changing needs. We prioritize
high-quality service and continue to build on our reputation for on-time shipments. In addition, we continually seek
to identify new specialty building solutions and markets where we can utilize our core competencies in the design,
manufacturing, and marketing of building products.
Focus on Operating Efficiency, Cost Reduction, and Portfolio Optimization. We continue to improve the OEE of our
manufacturing facilities. We believe our OEE programs have produced excellent returns and generated many best
practices that have been applied across our manufacturing system. Given these initiatives and the strategic locations
of many of our facilities, we believe that we are very competitive regarding average delivered cost.
6
As market conditions change, we will continue to adapt our product mix, selectively invest in new technologies that
modernize our manufacturing facilities and manage our capacity to best match customer demand. We believe that
these strategies improve our portfolio and margins and enhance the quality and consistency of our earnings.
Pursue Selected Strategic Transactions. We continuously evaluate strategic investments in assets, businesses, and
technologies, as well as investments that improve the performance of our businesses. We believe that our pursuit of
these opportunities, if successful, could enable us to increase the size and scope of our businesses or joint ventures.
Expand Internationally. We believe that our investments in South America will help us continue to satisfy the
growing demand for wood-based residential construction in this region. We believe that investments in this region
can continue to be funded by cash generated by our LPSA segment. Investments as a market leader in this region
should enable us to leverage demand while diversifying both our revenue streams and exposure to market cycles.
OUR MARKETS
Our sales and marketing efforts are primarily focused on traditional distribution, professional building products
dealers, home centers, third-party wholesale buying groups, and end users, particularly home builders, industrial
manufacturers, and repair and remodel contractors. The wholesale distribution channel includes a variety of
specialized and broad-line wholesale distributors and dealers focused primarily on the supply of products for use by
professional builders and contractors. The retail distribution channel includes large retail chains catering to the do-it-
yourself (DIY) and repair and remodeling markets, as well as smaller independent retailers.
OUR CUSTOMERS
We seek to maintain a broad customer base and a balanced approach to national distribution through both wholesale
and retail channels. In 2024, our top ten customers accounted for approximately 49% of our net sales. Our principal
customers include the following:
•
Wholesale distribution companies, which supply building materials to retailers on a regional, state, or local
basis;
•
Distributors, who provide building materials to smaller retailers, contractors, and others;
•
Building materials professional dealers that specialize in sales to professional builders, remodeling firms,
and trade contractors that are involved in residential home construction and light commercial building; and
•
Retail home centers that provide fully manufactured, modular, and panelized structures, for consumer and
professional markets.
OUR COMPETITORS / COMPETITION
The building products industry is highly competitive. We compete internationally with several thousand forest and
building products firms, ranging from very large, fully integrated firms to smaller enterprises that may manufacture
a few items. We also compete less directly with firms that manufacture substitutes for wood building products.
Our specialty products, including Siding Solutions and LP Structural Solutions, generally compete based on product
features, benefits, quality, sustainability, and availability. Our commodity OSB products generally compete based on
price, quality, and availability of products.
OUR MANUFACTURING
We operate manufacturing facilities throughout North America and South America. Our facilities utilize the best
available manufacturing techniques based on the needs of our business segments, and we work continuously to
improve our operating efficiency and productivity, as measured by OEE. We currently operate 19 strategically
located manufacturing and production facilities in the U.S. and Canada, two facilities in Chile, and one facility in
Brazil.
7
STRATEGIC SOURCING
We rely on various suppliers to furnish the raw materials and inputs used in the manufacturing of our products. To
maximize our effectiveness in the marketplace, we have a centralized strategic sourcing group that consolidates
purchases of certain materials and indirect items across business segments. The goal of the strategic sourcing group
is to develop global strategies for a given component group, identify vendors and suppliers that meet our business
requirements, promote a competitive pricing environment among our vendors and suppliers, and develop long-term
relationships with those vendors and suppliers. By developing these strategies and relationships, we seek to leverage
our material needs to implement leading practices, reduce costs, improve process efficiency, improve operating
performance, and ensure continuity of supply.
RAW MATERIALS
Wood fiber is the primary raw material used in most of our operations, and the primary source of wood fiber is
timber. The primary end-markets for timber harvested in the United States and Canada are manufacturers who
supply: (1) the housing market, where timber is used in the construction of new housing and the repair and
remodeling of existing housing; (2) the pulp and paper market; (3) commercial and industrial markets; (4) export
markets; and (5) emerging biomass energy production markets. The supply of timber can be limited by particular
factors that influence the accessibility of timberlands. These factors include policies governing forest management,
Indigenous rights-based interests, alternate uses of land, and loss to urban or suburban real estate development.
Because wood fiber is subject to commodity pricing, the cost of various types of timber that we purchase in the
market has, at times, fluctuated greatly due to weather, government policies and regulations, or economic and other
industry conditions. However, our mills are generally located near large and diverse supplies of timber. We source
all our wood fiber sustainably, as certified according to the standards of the Sustainable Forestry Initiative® (SFI®)
and the Programme for the Endorsement of Forest Certification (PEFC®).
In addition to wood fiber, we use significant quantities of various resins in our manufacturing processes. Resin
product costs are influenced by changes in the prices of raw materials used to produce resin, primarily petroleum
products and energy, as well as competing demand for resin products. Currently, we purchase most of our resin from
six major suppliers. However, there can be no assurance that pricing or availability of resins will not be impacted by
competing demand or supply chain disruptions due to significant weather or other uncontrollable events.
While a significant portion of the energy requirements of our plants are met by the energy produced from the
conversion of wood waste, we also purchase electricity and natural gas. Energy prices have experienced significant
volatility in recent years, particularly in deregulated markets. We attempt to mitigate our exposure to energy price
changes through the selective use of long-term supply agreements.
SEASONALITY
Our business is subject to seasonal variances, with demand for many of our products tending to be higher during the
building season, which generally occurs in the second and third calendar quarters in North America and the first and
fourth calendar quarters in South America.
GOVERNMENT REGULATION
Our operations are subject to the laws and regulations of the United States and multiple foreign jurisdictions. These
laws and regulations, which differ among jurisdictions and are subject to change, include those related to financial
and other disclosures, accounting standards, corporate governance, environmental policy, intellectual property, tax,
trade, antitrust, labor and employment, immigration and travel, privacy, and anti-corruption, among others.
Additional information concerning legal and regulatory matters is set forth under “Risk Factors – Legal and
Regulatory Risk Factors” in Item 1A of this annual report on Form 10-K.
8
We are subject to income taxes and other corporate taxes in the United States and multiple foreign jurisdictions. Our
provision for income taxes and our effective tax rate could be affected by numerous factors, including changes in
applicable tax laws, interpretations of applicable tax laws, the amount and composition of pre-tax income in
jurisdictions with differing tax rates, and the valuation of deferred tax assets. Additional information concerning tax
matters is set forth under “Risk Factors – Legal and Regulatory Risk Factors - Regulatory and statutory changes
applicable to us or our customers, including changes in effective tax rates or tax law, could adversely affect our
financial condition and results of operations” in Item 1A of this annual report on Form 10-K, and in "Note 8 -
Income Taxes" of the Notes to the Consolidated Financial Statements included in Item 8 of this annual report on
Form 10-K.
Our operations are also subject to many environmental laws and regulations governing, among other things, the
discharge of pollutants and other emissions on or into the land, water, and air, the disposal of hazardous substances
or other contaminants, the remediation of contamination, and the restoration and reforestation of timberlands. In
addition, certain environmental laws and regulations impose liability and responsibility on present and former
owners, operators, or users of facilities and sites for contamination at such facilities and sites without regard to
causation or knowledge of contamination. Compliance with environmental laws and regulations may significantly
increase the costs of our operations. In some cases, plant closures could invoke more rigorous compliance
requirements. Violations of environmental laws and regulations could subject us to additional costs and expenses,
including defense costs and expenses and civil and criminal penalties. We cannot guarantee that the environmental
laws and regulations to which we are subject will not become more stringent or be more stringently implemented or
enforced in the future.
Changes in global or regional climate conditions and current or future governmental responses to such changes at
the international level and U.S. federal and state levels, such as regulating and/or taxing the production of carbon
dioxide and other greenhouse gases to facilitate the reduction of emissions into the atmosphere, requiring certain
entities to disclose details about the emissions of greenhouse gases and/or the imposition of taxes or other incentives
to produce and use “cleaner” energy, may increase energy costs, limit timber harvest levels, increase costs associated
with disclosure related to greenhouse gases and impact our operations or our planned or future growth. Because our
manufacturing operations depend on significant amounts of energy and raw materials, these initiatives could have an
adverse impact on our operations and profitability. Future legislation or regulatory activity in this area remains
uncertain, as does the potential impact on our business and operations.
We are committed to complying with all applicable environmental laws and regulations and intend to continue
devoting significant management attention to such matters. In addition, we occasionally undertake construction
projects for environmental control equipment or incur other environmental costs that extend an asset’s useful life,
improve its efficiency, and/or improve the property's marketability.
Additional information concerning environmental matters is set forth under Item 3 "Legal Proceedings", and in
"Note 14 - Commitments and Contingencies" of the Notes to the Consolidated Financial Statements included in Item
8 of this annual report on Form 10-K.
WORKFORCE AND EMPLOYEE RELATIONS
Our employees are our most important asset, and they are integral to our ability to achieve our strategic objectives.
The continued success and growth of our business depends, in large part, on our ability to attract, retain, and develop
a diverse population of talented and high-performing employees at all levels. We have developed key recruitment
and retention strategies, objectives, and measures that we focus on as part of the overall management of LP, which
will continue to support our efforts to succeed in a competitive labor market. These strategies, objectives, and
measures are the basis of our workforce management framework and are advanced through the following programs,
policies, and initiatives:
Labor Relations. As of December 31, 2024, we employed approximately 4,300 team members, comprising
approximately 2,800 in the United States, 800 in Canada, and 700 in South America. Approximately 3,300 team
members were employed at manufacturing facilities, and approximately 1,000 team members were subject to
collective bargaining agreements and/or national trade union agreements. We are committed to working
collaboratively with the unions that represent some of our employees.
9
Health, Safety, and Wellness. We are committed to the health, safety, and wellness of our employees. Safety is a
core principle and key value at LP. We safeguard our people, projects, and reputation by maintaining a safety culture
that strives to eliminate workplace incidents, risks, and hazards. Our innovative safety and health processes are at the
forefront of everything we do. We provide our employees, contractors, and guests with ongoing safety training to
ensure that safety policies and procedures are effectively communicated and implemented. We also aim to start
every meeting, every mill tour, and every morning at our manufacturing facilities with a message about safety. The
success of our business is fundamentally connected to the safety and well-being of our people.
LP is committed to continual improvement of our health and safety performance. We establish internal annual
targets and seek continual safety performance improvements every year. One of the metrics that we carefully track is
Total Incident Rate (TIR), a common industry measure of recordable incidents per 100 employees. We have
established a targeted TIR of <1.0 per year, which we believe represents industry-leading performance, and for the
year ended December 31, 2024, actual TIR of 0.67 was better than our target. To further enhance our commitment to
safety, we have also implemented a Serious Injury and Fatality (SIF) prevention program and the tracking of
Weighted Incident Rate (WIR). The SIF prevention program is a proactive approach to address the most significant
exposures our employees face on the job. WIR tracking reflects the severity and frequency of incidents to monitor
our safety performance. The SIF prevention program and WIR tracking program enhance hazard recognition and
employee engagement and drive our teams to evaluate controls to ensure we are incorporating improved levels of
protection whenever possible. We use this data to prioritize, manage, and carefully track safety performance at all
our facilities and integrate sound safety practices to make a meaningful difference in every facet of our operations.
Inclusion and Belonging. We embrace the diversity of our team members, customers, stakeholders, and consumers,
including their unique backgrounds, experiences, ideas, and talents, and are committed to continued efforts to foster
an inclusive workplace. We believe all LP team members are valued and appreciated for their distinct contributions
to the growth and sustainability of our business. We strive to cultivate a culture and vision that supports and
enhances our ability to recruit, develop, and retain diverse talent at every level.
Our executive management team provides oversight of our programs, policies, and initiatives focusing on workforce
inclusion and belonging, talent and development, and compensation and benefits. It is our policy to fully comply
with all laws (domestic and foreign) applicable to equal employment opportunity and discrimination in the
workplace.
Talent and Development. Our talent strategy is focused on cultivating a safe and supportive workplace that attracts
and welcomes innovative, agile, diverse and resilient talent committed to value creation. We are committed to
recognizing and rewarding the contributions of our valued employees while continually working to develop, engage,
and retain our workforce. We focus on the team member experience, removing barriers to engagement, further
modernizing the human relations process, and continually improving our talent practices.
Our talent development programs provide employees with the resources they need to help achieve their career goals,
build management skills, and lead the Company.
Compensation and Benefits. We strive to provide competitive compensation and benefits programs to help meet the
needs of our employees and offer the flexibility, inclusivity, choice and protection necessary to retain top talent.
While subject to change, our current benefit programs may include, depending on country/region and employment
position, stock-based awards granted pursuant to our stock award plans, awards granted under our annual cash
incentive award plan, an employee stock purchase plan, a 401(k) and profit-sharing plan or defined contribution
plan, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family medical
leave, paid parental leave (maternity, bonding, adoption, and surrogacy), fertility benefits, an employee emergency
support fund, tuition assistance, and scholarship programs.
We also provide our employees and their families with access to a variety of innovative, flexible, and convenient
health and wellness programs. These benefits provide protection and security so employees can have peace of mind
concerning events that may impact their financial well-being. In addition, we offer employees the ability to
customize benefits options to meet their individual needs and the needs of their families.
10
SEGMENT AND PRICE TREND DATA
The following tables present summary data for each of the last three years relating to: (i) housing starts within the
United States, (ii) our sales volumes, and (iii) our OEE performance. We consider the following items to be key
performance indicators for our business because LP’s management uses these metrics to evaluate our business and
trends in our industry, measure our performance, and make strategic decisions. We believe that the key performance
indicators presented may provide additional perspective and insights when analyzing our core operating
performance. These key performance indicators should not be considered superior to, as a substitute for, or as an
alternative to, and should be considered in conjunction with the financial measures that were prepared in accordance
with accounting principles generally accepted in the United States of America (U.S. GAAP). These measures may
not be comparable to similarly titled performance indicators used by other companies.
In addition, information concerning our: (i) net sales by business segment; (ii) profit by business segment;
(iii) identifiable assets by segment; (iv) depreciation and amortization by business segment; (v) capital expenditures
by business segment; and (vi) geographic segment information, is included in "Note 18 - Segment Information" of
the Notes to the Consolidated Financial Statements included in Item 8 of this annual report on Form 10-K.
Housing Starts
We monitor housing starts, which is an indicator of residential construction in the United States that correlates with
the demand for many of our products. We believe that this is a useful measure for evaluating our results and that
providing this measure should allow interested persons to more readily compare our sales volume for past and future
periods to an external indicator of product demand. Other companies may present housing start data differently, and
therefore, as presented by us, our housing start data may not be comparable to similarly titled indicators reported by
other companies.
Year Ended December 31,
2024
2023
2022
Housing starts1:
Single-Family
1,010
948
1,005
Multi-Family
355
472
547
1,364
1,420
1,553
1 Actual U.S. Housing starts data, in thousands, reported by U.S. Census Bureau is based upon information published through January 17, 2025.
Sales Volume Information Summary
We monitor sales volumes for our products in our Siding, OSB, and LPSA segments, which we define as the amount
of our products sold within the applicable period measured in million square feet (MMSF) on a standard 3/8"
thickness basis. Evaluating sales volume by product type helps us identify and address changes in product demand,
broad market factors that may affect our performance, and opportunities for future growth. It should be noted that
other companies may present sales volume data differently, and therefore, as presented by us, sales volume data may
not be comparable to similarly titled measures reported by other companies. We believe that sales volumes can be a
useful measure for evaluating and understanding our business.
Year Ended December 31, 2024
Sales Volume
Siding
OSB
LPSA
Total
Siding Solutions (MMSF)
1,719
—
35
1,754
OSB - Structural Solutions (MMSF)
—
1,705
548
2,253
OSB - Commodity (MMSF)
—
1,680
—
1,680
11
Year Ended December 31, 2023
Sales Volume
Siding
OSB
LPSA
Total
Siding Solutions (MMSF)
1,547
—
33
1,580
OSB - Structural Solutions (MMSF)
—
1,559
502
2,061
OSB - Commodity (MMSF)
—
1,512
—
1,512
Year Ended December 31, 2022
Sales Volume
Siding
OSB
LPSA
Total
Siding Solutions (MMSF)
1,797
—
33
1,830
OSB - Structural Solutions (MMSF)
—
1,803
554
2,357
OSB - Commodity (MMSF)
—
1,944
—
1,944
Overall Equipment Effectiveness Summary
We measure OEE of each of our mills to track improvements in the utilization and productivity of our
manufacturing assets. OEE is a composite metric that considers asset uptime (adjusted for capital project downtime
and similar events), production rates, and finished product quality. We believe that when used in conjunction with
other metrics, OEE can be a useful measure for evaluating our ability to generate profits, and that providing this
measure should allow interested persons to monitor operational improvements. We use a best-in-class target across
all LP sites that allows us to optimize capital investments, focus maintenance and reliability improvements, and
improve overall equipment efficiency. It should be noted that other companies may present OEE data differently,
and therefore, as presented by us, OEE data may not be comparable to similarly titled measures reported by other
companies.
Years Ended December 31,
2024
2023
2022
Siding
77 %
77 %
76 %
OSB
78 %
75 %
72 %
LPSA
72 %
75 %
71 %
AVAILABLE INFORMATION
We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy
statements, and from time to time, other documents with the SEC. Our SEC filings are available to the public over
the Internet at the SEC’s website at http://www.sec.gov.
In addition, we will make available our annual reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Exchange Act through our Internet website at http://investor.lpcorp.com under the "SEC Filings" heading of
the“Financial Information” tab as soon as reasonably practicable after we electronically file such material with, or
furnish it to, the SEC. Information contained on, or accessible through, our website is not a part of, and is not
incorporated by reference into, this annual report on Form 10-K.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The following list sets forth information about our executive officers who are elected annually by the Board of
Directors. All information is as of the date of the filing of this annual report on Form 10-K.
12
W. Bradley Southern, age 65, has been Chairperson of the Board of Directors since May 2020 and Chief Executive
Officer of the Company since July 2017, and previously was Executive Vice President, Chief Operating Officer
from November 2016 to June 2017. Prior to that, Mr. Southern served as Executive Vice President of OSB
beginning in March 2015, Senior Vice President of Siding beginning in 2012 and Vice President of Specialty
Operations beginning in 2004. Mr. Southern has also served as a member of the board of directors of GMS Inc.
(NYSE: GMS) since January 2024. Mr. Southern also serves on the boards of directors of The Forest Products
Association of Canada and the Nashville Branch of the Federal Reserve Bank of Atlanta.
Nicole C. Daniel, age 56, has been Senior Vice President, General Counsel and Corporate Secretary since
September 2019. From July 2013 to September 2019, Ms. Daniel served as Vice President, General Counsel and
Corporate Secretary at Ciner Resources LP, a leading producer of natural soda ash, which was known as OCI
Enterprises prior to its purchase by Ciner in 2015. She also held legal and compliance leadership roles at Albemarle
Corp from 2002 to 2013.
Alan J.M. Haughie, age 61, has been Executive Vice President, Chief Financial Officer since January 2019. From
2013 to 2017, he was Senior Vice President and Chief Financial Officer of ServiceMaster Global Holdings Inc., a
Fortune 1000 public company that provides residential and commercial services. From 2010 until 2013, Mr.
Haughie served as Senior Vice President and Chief Financial Officer of Federal-Mogul Corporation.
Jimmy E. Mason, age 46, has been Executive Vice President, General Manager, OSB since February 2022. Prior to
that, he served as Vice President, Siding Manufacturing from November 2018 to February 2022, as Director
Regional Operations for the Company’s Siding business from January 2018 to November 2018, and as Regional
Operations Manager for the Siding business from 2015 until January 2018. Mr. Mason has worked in manufacturing
operations since 2001, joining the Company in 2006. Prior to joining the Company, Mr. Mason held positions with
International Paper and Milliken & Company.
Jason P. Ringblom, age 42, has been Executive Vice President, General Manager, Siding since February 2022. He
previously also held the title Executive Vice President, General Manager, EWP from February 2022 until August
2022, when the Company sold the assets related to its Engineered Wood Products (EWP) business. Prior to that, Mr.
Ringblom served as Executive Vice President, OSB and EWP from January 2017 to February 2022 and as Vice
President of OSB sales and marketing from February 2015 to December 2016, and has held various other sales
leadership positions at the Company since 2004.
ITEM 1A.
Risk Factors
You should be aware that the occurrence of any of the events described in this Risk Factors section and elsewhere in
this annual report on Form 10-K or in any other of our filings with the SEC could have a material adverse effect on
our business, financial position, results of operations and cash flows. In evaluating us, you should consider carefully,
among other things, the risks described below and the matters described in “Cautionary Statement Regarding
Forward-Looking Statements.”
13
BUSINESS AND OPERATIONAL RISK FACTORS
Unplanned events may interrupt our manufacturing operations, which may adversely affect our business. The
manufacturing of our products is subject to unplanned events such as explosions, fires, inclement weather, natural
disasters, accidents, equipment failures, labor disruptions, transportation interruptions, supply interruptions, public
health issues (including pandemics and quarantines), riots, civil insurrection or social unrest, looting, protests,
strikes, and street demonstrations. During the year ended December 31, 2024, fire interruptions reduced production
by less than 1%, but future fire or other operational interruptions could significantly curtail the production capacity
of a facility for a period of time. We have redundant capacity and capability to produce many of our products within
our manufacturing platform to mitigate our business risk from such interruptions, but major or prolonged
interruptions could compromise our ability to meet our customers' needs. Delayed delivery of our products to
customers who require on-time delivery from us may cause customers to purchase alternative products at a higher
cost, reschedule their own production, or incur other incremental costs. Customers may be able to pursue financial
claims against us for their incremental costs, and we may incur costs to correct such problems in addition to any
liability resulting from such claims. Interruptions may also harm our reputation among actual and potential
customers, potentially resulting in a loss of business. To the extent these losses are not covered by insurance, our
financial position, results of operations, and cash flows could be adversely affected by such events.
We mostly depend on third parties for transportation services and increases in costs or changes in the availability of
transportation could materially and adversely affect our business and operations. Our business depends on the
transportation of many products, both domestically and internationally. We rely primarily on third parties for
transportation of the products we manufacture and/or distribute as well as for delivery of our raw materials. In
particular, a significant portion of the goods we manufacture and raw materials we use are transported by railroad or
trucks, which are highly regulated. There may be labor unrest or disputes, including strikes and work stoppages,
among workers at various transportation providers and in industries affecting the transportation industry, including
those that are unionized, like the railroad industry. If any of our third-party transportation providers were to fail to
deliver the goods we manufacture or distribute in a timely manner, including as a result of the impacts arising from
global pandemics or worsening economic conditions, we may be unable to sell those products at full value or at all.
Similarly, if any of these providers were to fail to deliver raw materials to us in a timely manner, we may be unable
to manufacture our products in response to customer demand. In addition, if any of these third parties were to cease
operations or cease doing business with us, we may be unable to replace them at a reasonable cost. Any failure of a
third-party transportation provider to deliver raw materials or finished products in a timely manner could harm our
reputation, impact our ability to manufacture and deliver our products, negatively affect our customer relationships
and have a material adverse effect on our financial condition and results of operations. In addition, an increase in
transportation rates and oil and/or fuel surcharges could materially and adversely affect financial results, including
profitability.
Our reliance on third-party wholesale distribution channels could impact our business. We offer our products
directly and through a variety of third-party wholesale distributors and dealers. Adverse changes in the financial or
business condition of these wholesale distributors and dealers or our customers, including as a result of the impacts
arising from global pandemics, geopolitical conflicts, supply chain disruptions, or inflation, could subject us to
losses and affect our ability to bring our products to market. One or more of our customers may experience financial
difficulty, file for bankruptcy protection, or go out of business as a result of general market conditions or various
other events, which could result in an increase in customer financial difficulties that affect us. The direct impact on
us could include reduced revenues and write-offs of accounts receivable and could negatively impact our cash flow.
While we currently cannot estimate what those effects will be, if they are severe, the indirect impact could include
impairments of intangible assets and reduced liquidity, among others. Any such adverse changes could have a
material adverse effect on our business, financial position, liquidity, results of operations, and cash flows. Further,
our ability to effectively manage inventory levels at wholesale distributor locations may be impaired as a result of
adverse changes in the financial or business condition of such wholesale distributors, which could increase expenses
associated with excess and obsolete inventory and negatively impact our cash flows.
14
We may experience difficulties in the development, launch or production ramp-up of new products, which could
adversely affect our business. Our continued success depends in part on our ability to develop new products that will
meet the demands of our customers. We may not be successful in developing new products on an effective and
financially profitable basis. Additionally, as we ramp up manufacturing processes for newly introduced products, we
may experience difficulties, including manufacturing disruptions, delays, or other complications, which could
adversely impact our ability to serve our customers, our reputation, our costs of production, and, ultimately, our
financial position, results of operations and cash flows.
We may be unable to attract and retain qualified executives, management and other key employees. Our success
depends in part on our ability to attract and retain employees with the skills necessary to operate and maintain our
facilities, produce our products and serve our customers. Our key executives and management employees are
important to our business and could be difficult to replace because they have extensive experience and skills relevant
to our industry and business operations. In addition, the competition for skilled manufacturing, engineering, sales
and other personnel, both hourly and salaried, may be intense in the regions where we operate. Our failure to hire
and retain employees capable of performing at a high level, to successfully implement succession plans for
executives and management employees, or to implement effective training plans for new personnel could jeopardize
our ability to grow our business and could adversely impact our financial position, results of operations and cash
flows.
Cybersecurity risks related to the technology used in our operations and other business processes, as well as
security breaches of Company, customer, consumer, employee, or vendor information, could adversely affect our
business. We rely on various information technology systems to capture, process, store, and report data and interact
with customers, consumers, vendors, and employees. Despite careful security and controls design, implementation,
updating, and internal and independent third-party assessments, our information technology systems, and those of
our third-party providers, could become subject to security breaches, cyber-attacks, ransomware attacks, employee
misconduct, computer viruses, unauthorized access attempts, phishing, social engineering, misplaced or lost data,
programming and/or human errors or other similar events. Network, system, and data breaches could result in
misappropriation of trade secrets or sensitive data or operational disruptions, including interruption to systems
availability and denial of access to, and misuse of, applications required by our customers and vendors to conduct
business with us. In addition, hardware and operating system software and applications that we procure from third
parties may contain defects in design or manufacture, including "bugs" and other problems that could unexpectedly
interfere with the operation of the systems. Misuse of internal applications, theft of intellectual property, trade
secrets, or other corporate assets, and inappropriate disclosure of confidential information could stem from such
incidents. A cybersecurity breach could result in manipulation and destruction of sensitive data, cause critical
systems to malfunction, be damaged or shut down, and lead to disruption to our operations and production
downtimes, potentially for lengthy periods. Theft of personal or other confidential data and sensitive proprietary
information could also occur as a result of a cybersecurity breach, exposing us to costs and liabilities associated with
privacy and data security laws in the jurisdictions in which we operate.
15
While we have security measures in place that are designed to protect customer and other sensitive information and
the integrity of our information technology systems and prevent data loss and other security breaches, our security
measures or those of our third-party service providers may not be sufficiently broad in scope to protect all relevant
information, may not function as planned, or may be breached as a result of third-party action, employee or vendor
error, malfeasance, or otherwise. Because the techniques used to obtain unauthorized access, disable or degrade
service, or sabotage systems change frequently or may be designed to remain dormant until a predetermined
triggering event and often are not recognized until launched against a target, we may be unable to anticipate these
techniques or implement sufficient control measures to defend against these techniques. The rapid evolution and
increased adoption of generative artificial intelligence (AI) is further increasing risks in this area, including by
making fraud detection more difficult, particularly with detection devices that use voice recognition or
authentication. Once a security incident is identified, we may be unable to fully remediate or otherwise respond to
such an incident in a timely manner, which may cause us to incur remediation or other costs or subject us to
demands to pay a ransom fee. Additionally, a breach could expose us and our customers, consumers, vendors, and
employees to risks of misuse of such information. Such negative consequences of cyberattacks, cybersecurity
failures or other security breaches could impact our ability to operate our businesses effectively, adversely affect our
reputation, competitive position, business or financial results, and expose us to potential liability, litigation,
governmental inquiries, investigations or regulatory enforcement actions. In addition, the lost profits and increased
costs related to cybersecurity or other security threats or disruptions may not be fully insured against or indemnified
by other means. As a result, cybersecurity and the continued development and enhancement of our controls,
processes, and practices remain a priority for us. We may be required to expend additional resources to continue to
enhance our security measures necessary to investigate and remediate any security vulnerabilities. We cannot predict
the degree of any impact that increased monitoring, assessing, or reporting of cybersecurity matters would have on
operations, financial conditions and results.
From time to time, we may implement new technology systems or replace and/or upgrade our current information
technology systems. These upgrades or replacements may not improve our productivity to the levels anticipated and
may subject us to inherent costs and risks associated with implementing, replacing, and updating these systems,
including potential disruption of our internal control structure, substantial capital expenditures, demands on
management time and other risks of delays or difficulties in transitioning to new systems or of integrating new
systems into other existing systems. Our development, integration and use of AI technology in our operations
remains in the early phases. Although we aim to implement AI technology according to responsible procedures and
adequate safeguards, our current or future use of AI or machine learning tools in our business operations could
expose us to new or additional costs and risks, including the potential introduction of new vulnerabilities or
cybersecurity risks within our information technology systems; the potential inadvertent or unauthorized release of
our confidential or proprietary information resulting from the use (whether or not authorized) of AI or machine
learning tools by our employees, contractors, agents, representatives, vendors or customers; the potential loss of our
intellectual property rights or our potential infringement of the intellectual property rights of third parties resulting
from the use (whether or not authorized) of AI or machine learning tools in our operations; and potential legal or
reputational harms due to insufficient or flawed data, insufficient quality control, or unlawful bias or discrimination
associated with the use of AI or machine learning tools. In addition, the AI tools we may incorporate into certain
aspects of our operations may not generate the intended efficiencies and may impact our business results. Our
inability to prevent information technology system disruptions or to mitigate the impact of such disruptions could
have an adverse effect on our business.
16
Because our intellectual property and other proprietary information may become compromised, we are subject to
the risk that competitors could copy our products or processes. Our success depends, in part, on the proprietary
nature of our technology, including non-patentable intellectual property, such as our process technology. To the
extent that a competitor can reproduce or otherwise capitalize on our technology, it may be difficult, expensive, or
impossible for us to obtain adequate legal remedies or other recourse. Also, the laws of some foreign countries may
not protect our intellectual property to the same extent as do the laws of the United States. In addition to patent
protection of intellectual property rights, we consider elements of our product designs and processes to be
proprietary and confidential, and/or trade secrets. To safeguard our confidential information, we rely on employee,
consultant, and vendor nondisclosure agreements and contractual provisions and a system of internal and technical
safeguards. However, any of our registered or unregistered intellectual property rights may be subject to challenge or
possibly exploited by our competitors or other third parties, which could materially adversely affect our financial
position, results of operations, cash flows, and competitive position.
We manufacture and distribute our products in jurisdictions outside the United States and are exposed to risks
associated with international business operations, including risks related to potential supply chain disruptions, such
as delays, cost fluctuations, and challenges in sourcing materials or components due to geopolitical events,
government trade policies, or logistical constraints. We manufacture our products in the United States, Canada,
Chile, and Brazil and sell our products primarily in North America and South America. We operate a supply chain
that involves the shipment of goods from certain international markets to the jurisdictions where we manufacture our
products. Accordingly, we are subject to risks associated with potential disruption caused by changes in political,
monetary, economic, and social environments, including civil and political unrest, terrorism, possible expropriation,
local labor conditions (including labor disruptions or shortages), changes in laws, regulations, and policies of foreign
governments and trade disputes with the United States (including tariffs), and compliance with U.S. laws affecting
activities of U.S. companies abroad, including tax laws, economic sanctions and enforcement of contract and
intellectual property rights. Steps taken by the U.S. government to apply new, or increase existing, tariffs on certain
products and materials imported into the United States could potentially disrupt our existing supply chains and
impose additional costs on our business, including costs with respect to raw materials upon which our business
depends. Additionally, potential retaliatory tariffs imposed by other countries in response to U.S. trade policies
could adversely affect our ability to export products from the United States to key international markets, leading to
decreased sales and profitability. Such retaliatory tariffs could also increase the cost of certain components and
materials that we import into the United States, further straining our supply chain and impacting our overall financial
performance.
Our international operations and sourcing of materials could be harmed by a variety of factors, including:
•
recessionary trends in international markets;
•
legal and regulatory changes and the burdens and costs of our compliance with a variety of laws, including
but not limited to export controls, import and customs trade restrictions, tariffs (including tariffs applicable
to goods imported into the United States from China, Mexico, Canada, Colombia, or other countries), and
regulations related to public health matters;
•
increases in transportation costs or transportation delays;
•
work stoppages, unionization efforts and labor strikes;
•
fluctuations in currency exchange rates, particularly the value of the U.S. dollar relative to other currencies;
and
•
social and political unrest, geopolitical and military conflicts or tensions, terrorism and economic
instability.
If any of these or other factors were to render the conduct of our business in a particular country undesirable or
impractical, our business, financial condition, or results of operations could be materially adversely affected.
17
We may pursue acquisitions, divestitures, joint ventures, capital investments and other corporate strategic
transactions from time to time. These transactions may involve risks or may not be successful. Our business strategy
may depend, in part, on our ability to accomplish successful acquisitions, divestitures, joint ventures, capital
investments and other corporate strategic transactions that we may pursue. The benefits we typically expect to
achieve from such corporate strategic transactions may include, among other things, synergies, cost savings, growth
opportunities and access to new markets, and in the case of divestitures, the disposition of businesses or assets that
do not align with our long-term strategy and the realization of proceeds from the sale of businesses and assets to
unrelated purchasers. We are subject to the risk that we may not achieve the expected benefits associated with such
transactions. Failure to achieve such benefits could have a material adverse impact on our financial position,
operating results and cash flows.
Additionally, corporate strategic transactions that we may pursue may involve a number of special risks, including,
among other things, the diversion of management attention and business resources in connection with the pursuit of
such transactions and the integration of acquired assets or businesses into our operations, the demands on our
financial, operational and information technology systems resulting from the acquisition of assets or businesses, and
the possibility that we may become responsible for unexpected liabilities resulting from an acquisition for which we
may not be adequately indemnified. These and other risks associated with corporate strategic transactions we may
pursue may be unpredictable and beyond our control and could have a material adverse impact on our financial
position, reputation, operating results and cash flows.
The impact of new ongoing or escalated military and geopolitical conflicts and tensions, including the conflict
between Russia and Ukraine and the conflict in Israel and the surrounding areas, on the global economy, energy
supplies and raw materials may prove to negatively impact our business and operations. The global economy has
been negatively impacted by the ongoing military conflict between Russia and Ukraine. Furthermore, governments
in the United States and several European and Asian countries have imposed export controls on certain products and
financial and economic sanctions on certain industry sectors and parties in Russia. Although we have no operations
in Russia or Ukraine, we have experienced shortages in materials and increased costs for transportation, energy, and
raw material due in part to the negative impact of the Russia-Ukraine military conflict on the global economy. The
scope and duration of the military conflict in Ukraine is uncertain and hard to predict. Further escalation of
geopolitical tensions related to the military conflict, including increased trade barriers or restrictions on global trade,
could result in, among other things, cyberattacks, supply disruptions, lower consumer demand, and changes to
foreign exchange rates and financial markets, any of which may adversely affect our business and supply chain.
Our business could be negatively affected by the impact of new or ongoing military or geopolitical conflicts on
international markets and the global economy. The impact of the ongoing conflict in Israel and surrounding areas
and/or escalation thereof and the tensions between the United States and China and between China and Taiwan
could include increased volatility in financial and commodity markets, increased energy prices, increased maritime
shipping costs, supply chain disruptions, a higher level of general market and macroeconomic instability, and violent
protests or political or social unrest in areas outside the immediate conflict area, among other things. These conflicts
and tensions and other military or geopolitical conflicts or tensions that may arise in the future could materially
adversely affect our operations, financial position, and results.
Our business, financial condition, and results of operations have been, and may again be, adversely affected by
global pandemics or other health emergencies. The extent to which global pandemics and/or other health
emergencies would impact our business, financial condition, cash flows, and results of operations in the future is
uncertain and will depend on numerous evolving factors beyond our control.
Global pandemics and/or other health emergencies may have a material adverse effect on our business or our supply
of raw materials, production, distribution channels, and customers, including business shutdowns or disruptions for
an indefinite period of time, reduced operations, labor shortages and disruptions, restrictions on manufacturing or
shipping products or reduced consumer demand.
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We are subject to physical, operational, transitional, and financial risks associated with climate change and global,
regional, and local weather conditions, and with legal, regulatory, and market responses to climate change. There
has been an increased focus, including from investors, the general public and U.S. and foreign governmental and
nongovernmental authorities, regarding environmental, social, and governance (ESG) matters, including with
respect to climate change, greenhouse gas emissions, packaging and waste, sustainable supply chain practices,
deforestation, and land, energy, and water use. Evolving opinions from these groups with respect to ESG matters
may impact reporting requirements with respect to ESG metrics, expectations that such metrics will be voluntarily
disclosed by companies such as ours, and opinions as to whether we should make commitments, set targets, or
establish goals, and take action to meet them. While we have voluntarily provided certain disclosures with respect to
various ESG matters, including climate change, we cannot predict whether such disclosures will be considered
satisfactory by our stakeholders or relevant governmental or nongovernmental authorities. Additionally, we cannot
predict the extent to which a change in monitoring, assessing, or reporting of ESG matters may impact our
operations, financial conditions and results.
The unpredictability and frequency of natural disasters such as hurricanes, earthquakes, hailstorms, wildfires, snow,
ice storms, the spread of disease, and insect infestations could affect the supply of raw materials or cause variations
in their costs, or variations in transportation-related costs. In addition, global climate change may increase the
frequency or intensity of extreme weather events, such as storms, floods, heat waves, and other events that could
affect our facilities and demand for our products.
Governmental regulations or restrictions intended to reduce greenhouse gas emissions and other climate change
impacts are emerging and present potential transition risks. Increased restrictions and regulations could increase
operating costs and compliance costs or require expenditures on additional technology, all of which could adversely
affect our results of operation. In particular, the State of California passed the Climate Corporate Data
Accountability Act and the Climate-Related Financial Risk Act which could impose broad climate-related disclosure
obligations on certain companies doing business in California, including us, starting in 2026. Additionally, the State
of California recently passed the Voluntary Carbon Market Disclosures Business Regulation Act, which mandates
certain disclosures in connection with claims regarding greenhouse gas emissions. Such disclosure obligations may
apply to us. The SEC has also recently enacted climate change disclosures that have been voluntarily stayed pending
litigation, and, if ultimately implemented, could significantly increase compliance burdens, associated regulatory
costs, and complexity.
We believe that we are in compliance in all material respects with existing climate-related regulations and such
compliance has not had a material impact on our business; however, the costs of complying with increased
regulations and transitioning to a lower-carbon economy may result in expenses that could materially impact our
business. Given the rapidly changing nature of environmental laws and regulations, we cannot predict the impact
such restrictions may have on our operations.
Our suppliers and the third parties we rely on for transportation may also be impacted by increased ESG reporting
requirements or risks associated with the transition to a lower carbon economy, which may adversely impact their
ability to provide us with goods and services. If our suppliers or the third parties we rely on for transportation are
unable to comply with environmental laws and regulations, we may be unable to meet consumer demands at the
same cost or in a timely fashion.
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Our reputation may be adversely affected if we are not able to achieve our ESG priorities or otherwise meet the
expectations of our stakeholders with respect to ESG matters. We strive to deliver shared value through our
business. Our diverse group of stakeholders hold us accountable to ensure we continue to demonstrate progress with
respect to industry-specific ESG priorities. From time to time, we announce certain aspirations and priorities
relevant to ESG matters. We periodically publish information about our ESG priorities, strategies, and progress on
our corporate website and in public filings. Achievement of these priorities and strategies is subject to risks and
uncertainties, many of which are outside of our control, and it is possible that we may not achieve all our ESG
priorities or certain of our stakeholders might not be satisfied with our efforts regarding ESG matters. Certain
challenges we face in meeting our ESG priorities are also captured within our voluntary sustainability report
contained on our website, which is not incorporated by reference into and does not form any part of this annual
report on Form 10-K or our other filings with the SEC. Perceived failures or delays in meeting our ESG priorities
could adversely affect public perception of our business, employee morale or customer or stakeholder support, and
may negatively impact our financial condition and results of operations.
INDUSTRY RISK FACTORS
Our business primarily relies on North American new home construction and repair, which are impacted by risks
associated with fluctuations in the housing market. Downward changes in the general economy, the housing market,
or other business conditions could adversely affect our results of operations, cash flows, and financial condition.
The housing market is sensitive to changes in economic conditions and other factors, such as the level of
employment, access to labor, consumer confidence, consumer income, availability of financing, prevailing interest
rates and the cost of home mortgage financing, inflation levels, and growth of the gross domestic products in the
countries in which we operate.
Adverse changes in any of these conditions generally, or in any of the markets where we operate, could decrease
demand for our products and could adversely impact our businesses by: causing consumers to delay or decrease
homeownership; making consumers more price-conscious, resulting in a shift in demand to smaller homes; making
consumers more reluctant to make investments in their existing homes; or making it more challenging to secure
loans for major renovations or new home construction. Unfavorable changes in demographics, credit markets,
consumer confidence, household incomes, inflation, housing affordability, or housing inventory levels and
occupancy rates, or a weakening of the U.S. economy or of any regional or local economy in which we operate,
could adversely affect consumer spending, result in decreased demand for our products, and adversely affect our
business. If conditions in the overall housing market or in a specific market or submarket worsen in the future
beyond our current expectations, such changes could continue to have a material adverse effect on our financial
position, results of operations, and cash flows. Additionally, higher interest rates, higher levels of unemployment,
restrictive lending practices, heightened regulation, and increased foreclosures could have a material adverse effect
on our financial position, results of operations, and cash flows.
We have a high degree of product concentration in OSB, which is subject to commodity pricing and associated price
volatility. OSB accounted for about 43% of our North American net sales in each of 2024 and 2023, and 57% in
2022. We expect OSB sales to continue to account for a substantial portion of our revenues and profits in the future.
The concentration of our business in the OSB market further increases our sensitivity to commodity pricing and
price volatility. Historical prices for our commodity products have been volatile, and we, like other participants in
the building products industry, have limited influence over the timing and extent of price changes for our commodity
products. Commodity product pricing is significantly affected by the relationship between supply and demand in the
building products industry. Product supply is influenced primarily by fluctuations in available manufacturing
capacity. Demand is affected by the state of the economy in general and a variety of other factors, including the level
of new residential construction activity, home repair and remodeling activity and changes in the availability and cost
of mortgage financing. In this competitive environment, with many variables beyond our control, we cannot
guarantee that pricing for our OSB products will not decline from current levels. Decreases in pricing for OSB
products may have a material adverse effect on our financial position, liquidity, results of operations, and cash
flows. The continued development of builder and consumer preference for our OSB products (commodity and LP®
Structural Solutions) over competitive products is critical to sustaining and expanding demand for our products.
Therefore, a failure to maintain and increase builder and consumer acceptance of our OSB products could also have
a material adverse effect on our financial position, liquidity, results of operations, and cash flows.
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Intense competition in the building products industry could prevent us from increasing or sustaining our net sales
and profitability. The markets for our products are highly competitive. Our competitors range from very large, fully
integrated forest and building products firms to smaller firms that may manufacture only one or a few types of
products. Many of our competitors may have greater financial and other resources, greater product diversity, and
better access to raw materials than we do, and certain of the mills operated by our competitors may be lower-cost
producers than the mills we operate. Increased competition in any of the markets in which we operate would likely
cause heightened pricing pressures in those markets. Any of these factors could have a material adverse effect on our
financial position, results of operations, and cash flows.
Our results of operations may be adversely affected by potential shortages of raw materials and increases in raw
material costs. The most significant raw material used in our operations is wood fiber. Wood fiber is subject to
commodity pricing, which fluctuates based on market factors over which we have no control. In addition, the cost of
various types of wood fiber that we purchase in the market has at times fluctuated greatly because of governmental,
economic, or industry conditions and may be affected by increased demand resulting from initiatives to increase the
use of biomass materials in the production of heat, power, bio-based products, and biofuels. Wood fiber supply
could also be influenced by natural events, such as forest fires, ice storms, wind storms, hurricanes, and other severe
weather conditions, insect epidemics, plant and tree disease, changing temperature and precipitation patterns, and
other natural disasters and man-made causes, which may increase wood fiber costs, restrict access to wood fiber, or
force production curtailments. In addition to wood fiber, we also use a significant quantity of various resins in our
manufacturing processes. Resin product costs are influenced by changes in the prices or availability of raw materials
used to produce resins, primarily petroleum products, as well as demand for and availability of resin products and
their chemical precursors. OSB product prices are largely driven by the ratio of overall OSB demand to industry
capacity. Therefore, we are unable to determine to what extent, if any, we will be able to pass any future OSB raw
material cost increases through to our customers through product price increases. Our inability to pass increased
costs through to our customers could have a material adverse effect on our financial condition, results of operations,
and cash flows. In addition, supply disruptions in resin or wood fiber may impact our ability to produce our products
or may cause production costs to increase.
Development of Canadian provincial forest lands, from which we obtain wood fiber, can be subject to
constitutionally protected Indigenous treaty, Aboriginal title, or Aboriginal rights of recognized Indigenous groups
in Canada. Most lands in British Columbia and Quebec are not covered by treaties or by resolved Aboriginal land
claims, and as a result, the claims of these Indigenous groups relating to provincial forest lands are largely left
unresolved. In areas where there are treaties, such as in Manitoba, where LP operates, provincial governments are
required by law to consult with Indigenous nations regarding land use development projects including, forest
management plans and operations.
Canadian provincial governments are actively engaged in consultations or negotiations with Indigenous groups.
Negotiations sometimes progress slowly and may be subject to litigation if rights-based interests are not fully
addressed. In addition, it can take time for Canadian provincial governments to consult with Indigenous groups, and
this too can be subject to litigation. To offset this risk, we proactively engage in efforts to share information and
develop positive relationships with Indigenous communities that have cultural, spiritual, and economic interests in
the areas where we operate. This focused engagement enables us to further understand and observe the rights of
Indigenous groups relating to forestry activities while also minimizing risks to our business operations. Nonetheless,
final or interim resolution of claims brought forward by Canadian provincial governments and Indigenous nations
may result in additional restrictions on wood supply, potentially affecting our operational costs and/or timber prices
over the long term.
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LEGAL AND REGULATORY RISK FACTORS
We are subject to significant environmental regulation and environmental compliance expenditures and liabilities.
Our business is subject to many environmental laws and regulations, particularly with respect to discharges of
pollutants and other emissions on or into the land, water, and air, the disposal and remediation of hazardous
substances or other contaminants, and the restoration and reforestation of timberlands. Compliance with these laws
and regulations is a significant factor in our business. We have incurred and expect to continue to incur significant
expenditures to comply with applicable environmental laws and regulations. Moreover, changes to the
environmental laws and regulations to which we are subject and the enactment of new environmental laws,
regulations, or other requirements, including with respect to greenhouse gas emissions or climate change, may cause
us to incur increased and unexpected compliance costs or impose restrictions on our ability to manufacture our
products or operate our business. In addition, there has historically been, and there continues to be, a lack of
consistent climate legislation, which has created and continues to create economic and regulatory uncertainty. Our
failure to comply with applicable environmental laws and regulations and permit requirements could result in civil
or criminal fines or penalties or enforcement actions, including regulatory or judicial orders enjoining or curtailing
operations or requiring corrective measures, installation of pollution control equipment, or remedial actions, as well
as reputational harm.
Some environmental laws and regulations impose liability and responsibility on present and former owners,
operators, or users of facilities and sites for contamination at such facilities and sites, without regard to causation or
knowledge of contamination. In addition, we occasionally evaluate various alternatives with respect to our facilities,
including possible dispositions or closures. Investigations undertaken in connection with these activities may lead to
discoveries of contamination that must be remediated, and closures of facilities may trigger compliance requirements
that are not applicable to operating facilities. Consequently, we cannot guarantee that existing or future
circumstances or developments with respect to contamination will not require significant expenditures by us or have
significant adverse impact on our operations.
We are subject to various environmental, product liability, and other legal proceedings, matters, and claims. The
outcome of these proceedings, matters, and claims, and the magnitude of related costs and liabilities, are subject to
uncertainties. We currently are, or from time to time in the future may be, involved in a number of environmental
matters and legal proceedings, including legal proceedings involving antitrust, warranty or non-warranty product
liability claims, negligence, and other claims, including claims for wrongful death, personal injury and property
damage alleged to have arisen out of use by others of our or our predecessors’ products or the release by us or our
predecessors of hazardous substances. The conduct of our business involves the use of hazardous substances and the
generation of contaminants and pollutants. In addition, the end-users of many of our products are members of the
general public. Environmental matters and other legal matters and proceedings, including class action settlements
relating to certain of our products, have in the past caused and, in the future may cause, us to incur substantial costs.
The actual or alleged existence of defects in any of our products could also subject us to significant product liability
claims. We have established contingency reserves in our Consolidated Financial Statements with respect to the
estimated costs of existing environmental matters and legal proceedings to the extent that our management has
determined that such costs are both probable and reasonably estimable as to amount. However, such reserves are
based upon various estimates and assumptions relating to future events and circumstances, all of which are subject to
inherent uncertainties. We regularly monitor our estimated exposure to environmental and litigation loss
contingencies and, as additional information becomes known, may change our estimates significantly. However, no
estimate of the range of any such change can be made at this time. We may incur costs in respect of existing and
future environmental matters and legal proceedings as to which no contingency reserves have been established.
There is no assurance that we will have sufficient resources available to satisfy the related costs and expenses
associated with these matters or proceedings. The incurring of costs in excess of our contingency reserves could
have a material adverse effect on our business, financial condition, and results of operations.
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We are subject to the U.S. Foreign Corrupt Practices Act and other anti-corruption laws, as well as other
international trade and regulatory laws governing our operations. If we fail to comply with these laws, we could be
subject to civil or criminal penalties, other remedial measures, and legal expenses, which could adversely affect our
business, financial condition, and results of operations. Our operations are subject to anti-corruption laws, including
the U.S. Foreign Corrupt Practices Act (FCPA) and other anti-corruption laws that apply in countries where we do
business. The FCPA and these other laws generally prohibit us and our employees and intermediaries from bribing,
being bribed or making, promising, offering or authorizing payments or gifts, with corrupt intent, to government
officials or other persons to obtain or retain business or gain some other business advantage. We conduct business in
a number of jurisdictions that are geographically high-risk for violations of anti-corruption laws, we participate in
relationships with third parties whose actions could potentially subject us to liability under the FCPA or other anti-
corruption laws, and the nature of our business involves interaction with government officials. In addition, we
cannot predict the nature, scope, or effect of future regulatory requirements to which our operations might be subject
or the manner in which existing laws might be administered or interpreted.
We are also subject to other laws and regulations governing our international operations, including regulations
administered by the U.S. Department of Commerce’s Bureau of Industry and Security, the U.S. Department of
Treasury’s Office of Foreign Assets Control, and various non-U.S. government entities, including applicable export
control regulations, economic sanctions on countries, entities and other persons, customs requirements, anti-boycott
regulations, currency exchange regulations and transfer pricing regulations (collectively, Trade Control Laws).
We have and maintain a compliance program with policies, procedures, and employee training to help ensure
compliance with the FCPA, other applicable anti-corruption laws, and Trade Control Laws. However, despite our
compliance program, there is no assurance that we or our intermediaries will be completely effective in complying
with all applicable anti-corruption laws, including the FCPA or other legal requirements or Trade Control Laws. If
we or our intermediaries are not in compliance with the FCPA and other anti-corruption laws or Trade Control
Laws, we may be subject to criminal and civil penalties, disgorgement and other sanctions and remedial measures,
and legal expenses, which could have an adverse impact on our business, financial condition, results of operations
and liquidity.
Likewise, any investigation of any potential violations of the FCPA, other anti-corruption laws, or Trade Control
Laws by the U.S. or foreign authorities could also have an adverse impact on our reputation, business, financial
condition, and results of operations.
Regulatory and statutory changes applicable to us or our customers, including changes in effective tax rates or tax
law, could adversely affect our financial condition and results of operations. We, and many of our customers, are
subject to various national, state and local laws, rules, and regulations. Changes in any of these laws, rules, or
regulations could result in additional compliance costs, seizures, confiscations, recalls or monetary fines, any of
which could prevent or inhibit the manufacture, distribution and sale of our products.
We are also subject to periodic examination of our income tax returns by the Internal Revenue Service and other tax
authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine
the adequacy of our provision for income taxes. There can be no assurance that the outcomes from these
examinations will not have a material adverse effect on our business, financial condition, and results of operations,
or that our provision for income taxes will be sufficient.
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We are also exposed to changes in tax law, as well as any future regulations issued and changes in interpretations of
tax laws, which can impact our current and future years' tax provisions. For example, Canada, Brazil and various
other countries have enacted or committed to enacting substantial changes to numerous long-standing tax principles
impacting how large multinational enterprises are taxed in an effort to limit perceived base erosion and profit
shifting incentives. In particular, the Organization for Economic Cooperation and Development (OECD) has
developed an Inclusive Framework on Base Erosion and Profit Shifting, including Pillar Two model rules applicable
to large multinational corporations which would establish a global per-country minimum tax of 15%. While the
United States has not enacted legislation to adopt Pillar Two and it is uncertain if it will do so in the future, certain
countries in which we operate have enacted such legislation. Specifically, the Canadian government enacted
legislation in 2024 implementing aspects of the OECD’s minimum tax rules effective in the 2024 fiscal year and
released draft legislation proposed to implement further aspects effective for the 2025 fiscal year. In addition, in
2024, the Brazilian National Congress approved legislation implementing a tax measure to take effect in the 2025
fiscal year that is largely aligned with certain aspects of the OECD’s minimum tax rules under the Pillar Two
framework. No other jurisdictions in which LP operates have enacted Pillar Two legislation at this time. At this
time, we do not expect Pillar Two legislation to have a material impact on our effective tax rate or our consolidated
results of operations, financial position, or cash flows. The Company will continue to monitor future developments
to determine any potential impact in the countries in which it operates. The effect of any other tax law changes or
regulations and interpretations, as well as any additional tax legislation in the U.S. or other jurisdictions in which we
operate, could have a material adverse effect on our business, financial condition, and results of operations.
In addition, our products and markets are subject to extensive and complex local, state, federal, and foreign statutes,
ordinances, rules, and regulations. These mandates, including building design and safety and construction standards
and zoning requirements, affect the cost, selection, and quality requirements of building components, such as the
structural panel and siding products that we manufacture and sell, and often provide broad discretion to
governmental authorities as to the types and quality specifications of products used in new home construction and
repair and remodeling projects. Compliance with these standards and changes in such statutes, ordinances, rules, and
regulations may increase the costs of manufacturing our products or may reduce the demand for certain of our
products in the affected geographical areas or product markets. Conversely, a decrease in product safety standards
could reduce demand for our more modern products if less expensive alternatives that do not meet higher standards
were to become available for use in the affected geographical areas or product markets. All or any of these changes
could have a material adverse effect on our business, financial condition, and results of operations.
FINANCIAL RISK FACTORS
Inflation may adversely affect us by increasing costs of raw materials, labor, and other costs beyond what we can
recover through price increases. Inflation can adversely affect us by increasing the costs of raw materials and labor,
and other goods or services required to operate and grow our business. Many of the markets in which we sell our
products have experienced high levels of inflation in recent periods and may continue to experience high levels of
inflation in the future, which may depress consumer demand for our products and reduce our profitability if we are
unable to raise prices enough to keep up with increases in our costs. Inflationary pressures have resulted in increases
in the cost of certain raw materials, and other supplies necessary for the production of our products, and such
increases may continue to impact us in the future and expose us to risks associated with significant levels of cost
inflation. If we are unable to increase our prices to offset the effects of inflation, our business, operating results, and
financial condition could continue to be materially and adversely affected.
Warranty claims relating to our products and exceeding our warranty reserves could have a material adverse effect
on our business. We have offered, and continue to offer, various warranties on our products. Although we maintain
reserves for warranty-related claims and we have established and recorded product-related warranty reserves on our
Consolidated Financial Statements, we cannot guarantee that warranty expense levels or the results of any warranty-
related legal proceedings will not exceed our reserves. If our warranty reserves are significantly exceeded, the costs
associated with such warranties could have a material adverse effect on our financial position, results of operations,
and cash flows.
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We have not independently verified the results of third-party research or confirmed assumptions or judgments upon
which it may be based, and the forecasted and other forward-looking information contained therein is subject to
inherent uncertainties. We have referred to, and may in the future refer to, in our annual reports on Form 10-K,
quarterly reports on Form 10-Q, and other documents that we file with, or furnish to, the SEC, historical, forecasted,
and other forward-looking information published by sources such as the U.S. Census Bureau that we believe to be
reliable. However, we have not independently verified this information and, with respect to the forecasted and
forward-looking information, have not independently confirmed the assumptions and judgments upon which it is
based. Forecasted and other forward-looking information is necessarily based on assumptions regarding future
occurrences, events, conditions, and circumstances and subjective judgments relating to various matters and is
subject to inherent uncertainties. Actual results may differ materially from the results expressed or implied by, or
based upon, such forecasted and forward-looking information.
Because we have operations outside the United States and report our earnings in U.S. dollars, unfavorable
fluctuations in currency values and exchange rates could have a material adverse effect on our results of operations.
Because our reporting currency is the U.S. dollar, our non-U.S. operations face the additional risk of fluctuating
currency values and exchange rates. Such operations may also face hard currency shortages and controls on currency
exchange. Changes in the value of foreign currencies (principally Canadian dollars, Brazilian reals, Chilean pesos,
and Argentine pesos) could have an adverse effect on our results of operations. We have, in the past, entered into
foreign exchange contracts associated with certain of our indebtedness and may continue to enter into foreign
exchange contracts associated with major equipment purchases to manage a portion of the foreign currency rate risk.
We historically have not entered into currency rate hedges with respect to our exposure from operations, although
we may do so in the future. There can be no assurance that fluctuation in foreign currencies and other foreign
exchange risks will not have a material adverse effect on our financial position, results of operations, or cash flows.
Covenants and events of default in our debt instruments could limit our ability to undertake certain types of
transactions and adversely affect our liquidity. Our Credit Agreement (as defined below) and the indenture
governing our 2029 Senior Notes (as defined below) contain a number of restrictive covenants that impose operating
and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interests,
including, among others, restrictions on our ability to incur indebtedness, grant liens to secure indebtedness, engage
in sale and leaseback transactions, and merge or consolidate or sell all or substantially all of our assets.
In addition, restrictive covenants in our Credit Agreement require us to maintain specified financial ratios and satisfy
other financial condition tests. Our ability to meet those financial ratios and tests can be affected by events beyond
our control, and we may be unable to meet them.
A breach of the covenants or restrictions under our Credit Agreement or under the indenture governing our 2029
Senior Notes could result in an event of default under the applicable indebtedness. Such a default may allow our
creditors to accelerate the related debt. A payment default or an acceleration following an event of default under our
Credit Agreement or our indenture governing our 2029 Senior Notes could trigger an event of default under the
other indebtedness obligation, as well as any other debt to which a cross-acceleration or cross-default provision
applies, which could result in the principal of and the accrued and unpaid interest on all such debt becoming due and
payable ahead of schedule. In addition, an event of default under our Credit Agreement could permit the lenders
under our Amended Credit Facility (as defined below) to terminate all commitments to extend further credit under
that facility. Furthermore, if we were unable to repay any amounts due and payable under our Amended Credit
Facility, those lenders could proceed against the collateral granted to them to secure that indebtedness, to the extent
any such collateral is granted thereunder. In the event our lenders or noteholders accelerate the repayment of our
borrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness.
As a result of these restrictions, we may be:
•
limited in how we conduct our business and grow in accordance with our strategy;
•
unable to raise additional debt or equity financing to operate during general economic or business
downturns; or
•
unable to compete effectively or to take advantage of new business opportunities.
In addition, our financial results, our level of indebtedness, and our credit ratings could adversely affect the
availability and terms of any additional or replacement financing.
25
More detailed descriptions of our Credit Agreement and the indenture governing our 2029 Senior Notes are included
in filings made by us with the SEC, along with the documents themselves, copies of which are filed as exhibits to
this annual report on Form 10-K and which provide the full text of these covenants.
Changes in interest rates may adversely affect our earnings and cash flows. Pursuant to the Amended Credit Facility
effective in November 2022, our senior indebtedness transitioned from bearing interest at a variable interest rate
using a London Interbank Offered Rate (LIBOR) benchmark to one that uses a Term SOFR Rate, a forward-looking
term rate currently published by CME Group Benchmark Administration Limited based upon the Secured Overnight
Financing Rate (SOFR) as a benchmark rate. SOFR is the preferred alternative rate for LIBOR that has been
identified by the Alternative Reference Rates Committee, a U.S.-based group convened by the Federal Reserve and
the Federal Reserve Bank of New York. SOFR is calculated based on short-term repurchase agreements, backed by
U.S. Treasury securities. SOFR is calculated differently from LIBOR and has certain inherent differences from
LIBOR, which could give rise to uncertainties, including the limited historical data and volatility in the benchmark
rates. Because of these and other differences, there is no assurance that SOFR will perform in the same way as
LIBOR would have performed at any time, and there is no guarantee that it is a comparable substitute for LIBOR.
Uncertainty as to the nature of such potential changes, alternative reference rates, including SOFR, or other reforms
may adversely affect the trading market for LIBOR- or SOFR-based securities, including ours. As a result, our
interest expense may increase, our ability to refinance some or all of our existing indebtedness may be affected, and
our available cash flow may be adversely affected.
Our cash, cash equivalents and investments could be adversely affected if the financial institutions in which we hold
our cash, cash equivalents and investments fail. We regularly maintain cash balances at third-party financial
institutions in excess of the Federal Deposit Insurance Corporation insurance limit. If certain banks and financial
institutions enter receivership or become insolvent in the future in response to financial conditions affecting the
banking system and financial markets, our ability to access our existing cash, cash equivalents and investments may
be threatened and could have a material adverse effect on our business and financial condition.
GENERAL RISK FACTORS
We are subject to a variety of other risks as a publicly traded U.S. manufacturing company. As a publicly traded
U.S. manufacturing company, we are subject to a variety of other risks, each of which could adversely affect our
financial position, results of operations or cash flows, or the price of our common stock. These risks include but are
not limited to the following, in addition to the other risks described above:
•
changes in general and global economic conditions, including impacts from rising inflation, supply chain
disruptions, new, ongoing, or escalated geopolitical or military conflicts or tensions including the conflict
between Russia and Ukraine, the conflict in Israel and the surrounding areas, tensions between the United
States and China and tensions between China and Taiwan, and global pandemics and/or health
emergencies;
•
compliance with a wide variety of health and safety laws and regulations and changes to such laws and
regulations;
•
the exertion of influence over us, individually or collectively, by a few entities with concentrated ownership
of our stock;
•
new or modified legislation related to health care, data privacy, climate change or cybersecurity;
•
compliance with Section 404 of the Sarbanes-Oxley Act of 2002, including the potential impact of
compliance failures; and
•
failure to meet the expectations of investors, including as a result of factors beyond the control of an
individual company.
ITEM 1B.
Unresolved Staff Comments
None.
26
ITEM 1C.
Cybersecurity
CYBERSECURITY OVERSIGHT
Risk Management and Strategy
LP places utmost priority on ensuring consistent and uninterrupted operational capability, as well as securing
confidential business assets. We have systems and processes in place to assess, identify and manage cybersecurity
incidents, and those systems and processes are integrated into our overall enterprise risk management system. We
invest heavily in technology and third-party support to identify, mitigate, and quickly respond to cybersecurity
incidents, and we have maintained a strong focus in consistently reviewing fundamental cybersecurity practices and
ensuring we are reviewing emerging threats.
To respond to the threat of security breaches and cyberattacks, we maintain a cybersecurity program designed to
protect and preserve the confidentiality, integrity and continued availability of all information owned by, or in the
care of, LP. This program includes mechanisms to monitor and detect unusual network activity, cybersecurity
incident response and containment tools, and a response plan that provides controls and procedures for timely and
accurate reporting of any material cybersecurity incident. We also have a cybersecurity training and compliance
program in place for the Company whereby our connected employees receive training and are tested routinely
through simulated phishing attempts.
We rely heavily on third-party suppliers and vendors, and a cybersecurity incident at one of our suppliers or vendors
could have a material adverse impact on our business operations. We evaluate third-party cybersecurity risk controls
through various assessment activities carried out by LP employees and by third-party service providers acting on our
behalf. We engage an independent third party to conduct an annual Security Program Assessment under the
Capability Maturity Model Integration framework. For incident alerts and response, we outsource around-the-clock
coverage to a third-party managed service provider who provides timely alerting and notification of potential
cybersecurity issues. In 2023, we also engaged a specialized third-party assessor to perform an operational
technology security assessment for a subset of our manufacturing facilities. We continually work with third-party
experts to advise on new threats and cybersecurity strategy best practices for specific capabilities.
No risks from cybersecurity threats have materially affected, nor has LP identified any specific risks from known
cybersecurity threats that are reasonably likely to materially affect, LP, including our business strategy, results of
operations or financial condition. Please see "Risk Factors – Business and Operational Risk Factors – Cybersecurity
risks related to the technology used in our operations and other business processes, as well as security breaches of
Company, customer, consumer, employee, or vendor information, could adversely affect our business" in Item 1A of
this annual report on Form 10-K for additional discussion of cybersecurity risks applicable to LP.
Management Responsibilities
Our cybersecurity program is managed by our Information Security Officer (ISO). Our ISO has over six years of
cybersecurity experience working in publicly traded companies, with expertise leading risk remediation efforts in
vulnerability management, network security, security awareness, threat monitoring, data security and cloud security.
To more effectively share information and gain consensus regarding cybersecurity initiatives and prevention
policies, the Company has in place an Enterprise Risk Management Committee consisting of various members of LP
senior leadership including the Chief Legal Counsel and Chief Financial Officer. The Enterprise Risk Management
Committee is chaired by our Chief Tax Officer. The ISO, along with her team, is responsible for leading an
enterprise-wide information security strategy, including policy, standards, architecture, processes, and security
technology. The Enterprise Risk Management Committee (i) meets quarterly and as-needed to review and discuss
the Company’s risks, including cybersecurity threats, incident responses, technology, the status of projects to
strengthen the Company’s information security systems, assessments of the Company’s cybersecurity program and
the emerging threat landscape and (ii) reports risks related to any material cybersecurity incidents, as needed, to the
Board of Directors and the Finance and Audit Committee (FAC) of the Board of Directors.
27
Board Responsibilities
Oversight of risks from cybersecurity threats is shared by the Board of Directors and the FAC. The FAC oversees
our cybersecurity program. The ISO provides the FAC with an annual presentation on our cybersecurity program,
emerging threats, and the state of LP’s cybersecurity maturity. In addition, the ISO provides updates to the FAC no
less often than annually with respect to additional information regarding the cybersecurity program.
28
ITEM 2.
Properties
We lease office space from third parties for our corporate headquarters in Nashville, Tennessee and our LPSA
segment headquarters in Santiago, Chile. Information regarding our principal manufacturing facilities, all of which
we own, and their production capacities is set forth in the following table. Information regarding operating
production capacities is based on annual typical operating rates and normal production mixes under current market
conditions, considering known constraints such as log supply. Market conditions, fluctuations in log supply,
environmental restrictions, and the nature of current orders may cause actual production rates and mixes to vary
significantly from the production rates and mixes shown.
OSB2
Siding3
OSB production facilities - 3/8” basis, million square feet
Siding production facilities - 3/8” basis, million square feet
Carthage, TX
500 Dawson Creek, British Columbia, Canada1
300
Clarke County, AL
725 Hayward, WI1
475
Hanceville, AL
420 Houlton, ME1
220
Jasper, TX
475 Newberry, MI
165
Maniwaki, Quebec, Canada
650 Sagola, MI1
300
Peace Valley, British Columbia, Canada
800 Swan Valley, Manitoba, Canada1
380
Roxboro, NC
525 Tomahawk, WI
245
7 facilities 4,095 Two Harbors, MN
235
8 facilities 2,320
LPSA
OSB/Siding production facilities - 3/8” basis, million square feet
Siding finishing facilities - 3/8” basis, million square feet
Lautaro, Chile
160 Bath, NY
55
Panguipulli, Chile
300 Green Bay, WI
105
Ponta Grossa, Brazil
330 Roaring River, NC
75
3 facilities
790
3 facilities
235
1 The Dawson Creek, British Columbia, Canada; Hayward, WI; Houlton, ME; Sagola, MI; and Swan Valley, Manitoba, Canada plants are used in
the operations of our Siding segment but can also produce commodity OSB when market conditions warrant.
2 In addition to the OSB plants listed, we own a facility in Watkins, MN, which supports our LP® Structural Solutions portfolio and a logging
operation in Maniwaki, Ontario, Canada, which supports our OSB operations at that location.
3 We routinely evaluate project schedules and market demand to determine when to begin related construction work on Siding Solutions capacity
expansion projects.
29
ITEM 3.
Legal Proceedings
ENVIRONMENTAL MATTERS
We are involved in a number of environmental proceedings and activities and may be wholly or partially responsible
for known or unknown contamination existing at a number of sites at which we have conducted operations or
disposed of waste. Based on the information currently available, management does not believe that any fines,
penalties, or other costs or losses resulting from these matters could reasonably be expected to have a material
adverse effect on our financial position, results of operations, cash flows, or liquidity.
OTHER PROCEEDINGS
We are party to other legal proceedings in the ordinary course of business. Based on the information currently
available, we do not believe that the resolution of such proceedings could reasonably be expected to have a material
adverse effect on our financial position, results of operations, cash flows, or liquidity.
CONTINGENCY RESERVES
We maintain reserves for the estimated cost of the legal and environmental matters referred to above. However, as
with any estimate, the uncertainty of predicting the outcomes of claims, litigation and environmental investigations
and remediation efforts could cause actual costs to vary materially from current estimates. Due to various
uncertainties, we cannot predict to what actual degree payments will exceed the recorded liabilities related to these
matters. However, it is possible that, in either the near term or the longer term, revised estimates or actual payments
will significantly exceed the recorded liabilities.
For information regarding our financial statement reserves for the estimated costs of the environmental and legal
matters referred to above, see "Note 14 - Commitments and Contingencies" of the Notes to the Consolidated
Financial Statements included in Item 8 in this annual report on Form 10-K.
ITEM 4.
Mine Safety Disclosures
Not applicable.
30
PART II
ITEM 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
The common stock of LP is listed on the New York Stock Exchange with the ticker symbol “LPX.” As of
February 14, 2025, there were approximately 3,243 stockholders of record of our common stock.
DIVIDEND POLICY
We paid quarterly cash dividends of $0.26 per share for each quarter of 2024. We paid quarterly cash dividends of
$0.24 per share for each quarter of 2023. On February 14, 2025, we declared a quarterly dividend of $0.28 per share,
payable on March 13, 2025, to stockholders of record as of the close of business on February 27, 2025. We will
continue to review our ability to pay cash dividends on an ongoing basis, and the payment of dividends in the future
is subject to the discretion of LP’s Board of Directors depending upon, among other factors, our financial condition,
general market and business conditions, and legal and contractual restrictions on the payment of dividends,
including compliance with the terms of our Credit Agreement.
ISSUER PURCHASES OF EQUITY SECURITIES
During May 2022 and May 2024, LP's Board of Directors authorized share repurchase programs under which LP
was authorized to repurchase up to $600 million (the 2022 Share Repurchase Program) and $250 million (the 2024
Share Repurchase Program), respectively, of its outstanding common stock. As of December 31, 2024, LP had $238
million of repurchase authorization remaining under the 2024 Share Repurchase Program. LP may initiate,
discontinue, or resume purchases of its common stock under the 2024 Share Repurchase Program in the open
market, in block, or in privately negotiated transactions, including under Rule 10b5-1 plans, at times and in such
amounts as management deems appropriate without prior notice, subject to market and business conditions,
regulatory requirements, and other factors.
The following amount of our common stock was repurchased under this authorization during the quarter ended
December 31, 2024:
Period
Total Number of
Shares Purchased
Average Price
Paid Per Share
Total Number of
Shares Purchased
as Part of
Publicly
Announced
Purchase Plans or
Programs1
Approximate
Dollar Value of
Shares Available
for Repurchase
Under the Plans
or Programs
(in millions)
October 1, 2024 - October 31, 2024
— $
—
— $
262
November 1, 2024 - November 30, 2024
— $
—
— $
262
December 1, 2024 - December 31, 2024
219,662 $
108.63
219,662 $
238
Total for Fourth Quarter 2024
219,662
219,662
1 On May 3, 2022, LP’s Board of Directors authorized the 2022 Share Repurchase Program under which LP may repurchase shares of its
common stock totaling up to $600 million. On May 7, 2024, LP’s Board of Directors authorized the 2024 Share Repurchase Program under
which LP may repurchase shares of its common stock totaling up to $250 million.
31
PERFORMANCE GRAPH
The following graph compares the cumulative total return to investors, including dividends paid (assuming
reinvestment of dividends) and appreciation or depreciation in stock price, from an investment in LP common stock
for the period from December 31, 2019 through December 31, 2024, to the total cumulative return to investors from
the Standard & Poor’s 500 Stock Index and Standard & Poor’s Building Products Index for the same period.
Stockholders are cautioned that the graph shows the returns to investors as of the dates noted and may not be
representative of the returns for any other past or future periods.
Comparison of 5 Year Cumulative Total Return
Among LP, the S&P 500 Index and the S&P Building Products Index
LP
S&P 500
S&P Building Products Index
12/19
12/20
12/21
12/22
12/23
12/24
$50
$100
$150
$200
$250
$300
$350
$400
The graph is not deemed to be “soliciting material” and is “furnished” and shall not be deemed to be “filed”
with the SEC or incorporated by reference in any filing under Exchange Act or the Securities Act, except as
shall be expressly set forth by specific reference in any such filing.
ITEM 6.
(Reserved)
ITEM 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in
conjunction with our Consolidated Financial Statements and related Notes and other financial information appearing
elsewhere in this annual report on Form 10-K, and with Part II, Item 7 "Management’s Discussion and Analysis of
Financial Condition and Results of Operations" in our annual report on Form 10-K for our fiscal year ended
December 31, 2023, filed with the SEC on February 14, 2024, which provides a discussion of our financial condition
and results of operations for fiscal year 2023 compared to fiscal year 2022. The following discussion includes
forward-looking statements that are based on the beliefs of our management, as well as assumptions made by, and
information currently available to, our management. We encourage you to review the risks and uncertainties
described in the sections titled "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements"
above. Our historical results are not necessarily indicative of the results that may be expected for any period in the
future.
32
OVERVIEW
General
We are a leading provider of high-performance building solutions that meet the demands of builders, remodelers,
and homeowners worldwide. We have leveraged our expertise serving the new home construction, repair and
remodeling, and outdoor structures markets to become an industry leader known for innovation, quality, and
reliability. Our manufacturing facilities are located in the U.S., Canada, Chile, and Brazil. To serve these markets,
we operate in three segments: Siding, OSB, and LPSA.
Executive Summary
Net sales for 2024 increased year-over-year by $360 million (or 14%) to $2.9 billion. Siding revenue increased by
$230 million (or 17%) to $1.6 billion due to 11% higher volumes and 6% higher prices. OSB revenue increased by
$159 million (or 15%) to $1.2 billion, due to 10% higher volumes and 4% higher prices.
Net income increased year-over-year by $243 million (or 137%) to $420 million ($5.89 per diluted share). The
increase primarily reflects a $210 million increase in Adjusted EBITDA, a $46 million improvement in business exit
credits and charges, and the non-recurrence of OSB patent-related settlement claims of $16 million paid in 2023.
This was partially offset by a $66 million increase in the provision for income taxes. The year-over-year increase in
Adjusted EBITDA includes $143 million from higher Siding net sales, $55 million from higher OSB sales volumes,
and $35 million due to higher OSB selling prices. Adjusted EBITDA is a non-GAAP financial measure. Please see
“—Non-GAAP Financial Measures” below for more information about our use of non-GAAP financial measures in
this annual report on Form 10-K and the reconciliation of Adjusted EBITDA to Net income.
Demand for Building Products
Demand for our products correlates positively with new home construction and repair and remodeling activity in
North America, which historically have been characterized by significant cyclicality. The U.S. Census Bureau
reported on January 17, 2025, that 2024 actual single-family housing starts were 7% higher than those in 2023.
Actual multi-family housing starts in 2024 were about 25% lower than those in 2023. Repair and remodeling activity
is difficult to reasonably measure, but many indications suggest that repair and remodeling activity has declined
modestly year-over-year.
Future economic conditions in the United States and the demand for homes are uncertain due to inflationary impacts
on the economy, including interest rates, employment levels, consumer confidence, and financial markets, among
other things. Additionally, we have experienced increases in material prices, supply disruptions, and labor
challenges, which we continue to address as we work to meet the demands of builders, remodelers, and homeowners
worldwide. The potential effect of these factors on our future operational and financial performance is uncertain. As
a result, our past performance may not be indicative of future results.
33
The chart below, which is based on data published by U.S. Census Bureau, provides a graphical summary of new
housing starts for single- and multi-family in the U.S., showing actual and rolling five- and ten-year averages for
housing starts (in thousands).
Year Ended
U.S. Housing Starts
Actual
5 Year Average
10 Year Average
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
600
800
1,000
1,200
1,400
1,600
1,800
Supply and Demand for Siding
Our Siding Solutions products are specialty building materials and are subject to competition from various siding
technologies, including vinyl, stucco, wood, fiber cement, brick, and others. We believe we are the largest
manufacturer of engineered wood siding in North America and South America. The global siding market is
estimated to be approximately $120 billion of annual expenditure. We have consistently grown our Siding segment
above the underlying market growth rates. Our Siding segment is generally less sensitive to new housing market
cyclicality since a majority of its demand comes from other markets, including off-site structure producers and
repair and remodel. Our growth in this market depends upon the continued displacement of vinyl, wood, fiber
cement, stucco, bricks, and other alternatives, our product innovation and our technological expertise in wood and
wood composites to address the needs of our customers.
Supply and Demand for OSB
OSB is a commodity product, and it is subject to competition from manufacturers worldwide. Product supply is
influenced primarily by fluctuations in available manufacturing capacity and imports. The ratio of overall OSB
demand to capacity generally drives price. We cannot predict whether the prices of our OSB products will remain at
current levels or increase or decrease in the future.
CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES
Management’s Discussion and Analysis of Financial Condition and Results of Operations are based upon our
Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP. The preparation of
these financial statements requires management to make informed estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Our
financial position and/or results of operations may be materially different when reported under different conditions
or when using different assumptions in the application of such policies. In the event estimates or assumptions prove
to be different from actual amounts, adjustments are made in subsequent periods to reflect more current information.
Our significant accounting policies are disclosed in the Consolidated Financial Statements and Item 8 of this annual
report on Form 10-K. The following discussion addresses our most critical accounting policies, which are those that
are both important to the portrayal of our financial condition and results of operations and that require significant
judgment or use of complex estimates.
34
Long-lived Assets
Property, plant and equipment, and long-lived assets (including amortizable identifiable intangible assets) are tested
for recoverability whenever events or changes in circumstances indicate that their carrying amount may not be
recoverable, including but not limited to facility curtailments and asset abandonments. When such events occur, we
group long-lived assets with other assets and liabilities at the lowest level for which identifiable cash flows exist. We
compare the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset
or asset group to the carrying amount of a long-lived asset or asset group. The cash flows are based on our best
estimate of future cash flows derived from the most recent business projections. The significant assumptions used to
determine estimated cash flows are the cash inflows and outflows directly resulting from the use of those assets in
operations, including sales volume, product pricing, support costs, and other costs to operate. We recognize an
impairment loss if the amount of the asset’s carrying value exceeds the asset’s estimated fair value. Fair value is
estimated primarily using discounted expected future cash flows on a market-participant basis. If we recognize an
impairment loss, the adjusted carrying amount of the asset becomes its new cost basis. For a depreciable long-lived
asset, the new cost basis is depreciated (amortized) over the remaining estimated useful life of that asset.
Our impairment loss calculations contain uncertainties because they require management to make assumptions and
to apply judgment to estimate future cash flows and asset fair values. We have not made any material changes in our
impairment loss assessment methodology in the periods presented. We do not believe a material change in the
estimates or assumptions that we use to calculate long-lived asset impairments is likely. However, if actual results
are not consistent with our estimates and assumptions used in estimating future cash flows and asset fair values, we
may be exposed to losses that could be material.
Revenue Recognition, Including Customer Program Costs
Revenue is recognized when obligations under the terms of a contract (e.g., purchase orders) with our customers are
satisfied; generally, this occurs with the transfer of control of our products to the customer at a point in time.
Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods. The
shipping cost incurred by us to deliver products to our customers is recorded in Cost of sales.
Our businesses routinely incur customer program costs to obtain favorable product placement, promote sales of
products, and maintain competitive pricing. Customer program costs and incentives, including rebates and
promotion and volume allowances, are accounted for as a reduction in net sales at the time the program is initiated
and/or the revenue is recognized. The costs include, but are not limited to, volume allowances and rebates,
promotional allowances, and cooperative advertising programs. These costs are recorded at the later of the time of
sale or the implementation of the program based on management’s best estimates.
Our estimates are based on historical and projected experience for each type of program or customer. Volume
allowances are accrued based on our estimates of customer volume achievement and other factors incorporated into
customer agreements, such as new product purchases, store sell-through, merchandising support, and customer
training.
Although we believe we can reasonably estimate customer volumes and support and the related customer payments
at interim periods, it is possible that actual results could be different from previously estimated amounts. At the end
of each year, a significant portion of the actual volume and support activity is known. Thus, we do not currently
believe that a material change in the amounts recorded as customer program costs payable is reasonably likely. We
had $48 million and $37 million accrued as customer rebates as of December 31, 2024 and 2023, respectively.
We ship some of our products to customers' distribution centers on a consignment basis. We retain title to our
products stored at the distribution centers. As our products are removed from the distribution centers by retailers and
shipped to retailers’ stores, title passes from us to the retailers. At that time, we invoice the retailers and recognize
revenue for these consignment transactions. We do not offer a right of return for products shipped to the retailers’
stores from the distribution centers.
35
NON-GAAP FINANCIAL MEASURES
In evaluating our business, we utilize non-GAAP financial measures that fall within the meaning of SEC Regulation
G and Regulation S-K Item 10(e), which we believe provide users of the financial information with additional
meaningful comparison to prior reported results. Non-GAAP financial measures do not have standardized
definitions and are not defined by U.S. GAAP. In this annual report on Form 10-K, we disclose income attributed to
LP from continuing operations before interest expense, provision for income taxes, depreciation and amortization,
and excluding stock-based compensation expense, loss on impairment attributed to LP, business exit credits and
charges, product-line discontinuance charges, other operating credits and charges, net, loss on early debt
extinguishment, investment income, pension settlement charges, and other non-operating items, as Adjusted
EBITDA from continuing operations (Adjusted EBITDA), which is a non-GAAP financial measure. We have
included Adjusted EBITDA in this report because we view it as an important supplemental measure of our
performance and believe that it is frequently used by interested persons in the evaluation of companies that have
different financing and capital structures and/or tax rates. We also disclose income attributed to LP from continuing
operations, excluding loss on impairment attributed to LP, business exit credits and charges, product-line
discontinuance charges, interest expense outside of normal operations, other operating credits and charges, net, loss
on early debt extinguishment, gain (loss) on acquisition, and pension settlement charges, and adjusting for a
normalized tax rate, as Adjusted Income from continuing operations (Adjusted Income). We also disclose Adjusted
Diluted EPS from continuing operations (Adjusted Diluted EPS), which is calculated as Adjusted Income divided by
diluted shares outstanding. We believe that Adjusted Diluted EPS and Adjusted Income are useful measures for
evaluating our ability to generate earnings and that providing these measures should allow interested persons to
more readily compare the earnings for past and future periods. Reconciliations of Adjusted EBITDA, Adjusted
Income and Adjusted Diluted EPS to their most directly comparable U.S. GAAP financial measures, net income,
income attributed to LP and income attributed to LP per diluted share, respectively, are presented below.
Adjusted EBITDA, Adjusted Income, and Adjusted Diluted EPS are not substitutes for the U.S. GAAP measures of
net income, income attributed to LP from continuing operations, and income attributed to LP from continuing
operations per diluted share, or for any other U.S. GAAP measures of operating performance. It should be noted that
other companies may present similarly titled measures differently, and therefore, as presented by us, these measures
may not be comparable to similarly titled measures reported by other companies. Adjusted EBITDA, Adjusted
Income, and Adjusted Diluted EPS have material limitations as performance measures because they exclude items
that are actually incurred or experienced in connection with the operation of our business.
36
The following table presents significant items by operating segment and reconciles net income to Adjusted EBITDA
(dollar amounts in millions):
Year ended December 31,
2024
2023
2022
Net income
$
420
$
178
$
1,083
Add (deduct):
Net loss attributed to non-controlling interest
—
—
3
Income from discontinued operations, net of income taxes
—
—
(198)
Income attributed to LP from continuing operations
$
420
$
178
$
888
Provision for income taxes
140
74
274
Depreciation and amortization
126
119
129
Stock-based compensation expense
20
13
19
Loss on impairment attributed to LP
5
6
1
Other operating credits and charges, net
8
18
(16)
Business exit credits and charges
(14)
32
—
Pension settlement charges
—
4
82
Interest expense
14
14
11
Investment income
(22)
(18)
(14)
Other non-operating items
(9)
39
15
Adjusted EBITDA
$
688
$
478
$
1,389
Siding
390
269
339
OSB
298
220
1,034
LPSA
42
42
77
Other
(8)
(17)
(23)
General corporate and other expenses, net
(34)
(36)
(38)
Total Adjusted EBITDA
$
688
$
478
$
1,389
37
The following table provides the reconciliation of net income to Adjusted income (dollar amounts in millions,
except earnings per share):
Year ended December 31,
2024
2023
2022
Net income attributed to LP from continuing operations per share -
diluted
$
5.89
$
2.46
$
11.34
Net income
$
420
$
178
$
1,083
Add (deduct):
Net loss attributed to non-controlling interest
—
—
3
Income from discontinued operations, net of income taxes
—
—
(198)
Income attributed to LP from continuing operations
420
178
888
Loss on impairment attributed to LP
5
6
1
Other operating credits and charges, net
8
18
(16)
Business exit credits and charges
(14)
32
—
Pension settlement charges
—
4
82
Reported tax provision
140
74
274
Adjusted income before tax
559
311
1,229
Normalized tax provision at 25%
(140)
(78)
(307)
Adjusted income
$
419
$
233
$
921
Diluted shares outstanding
71
72
78
Adjusted Diluted EPS
$
5.88
$
3.22
$
11.77
OUR OPERATING RESULTS
Our results of operations for each of our segments are discussed below, as are results of operations for the “other”
category, which comprises other products that are not individually significant. See "Note 18 - Segment Information"
of the Notes to the Consolidated Financial Statements included in Item 8 of this annual report on Form 10-K for
further information regarding our segments.
Siding
The Siding segment serves diverse end markets with a broad product portfolio of engineered wood siding, trim,
soffit, and fascia, including LP® SmartSide® Trim & Siding, LP® SmartSide® ExpertFinish® Trim & Siding, LP
BuilderSeries® Lap Siding, and LP® Outdoor Building Solutions® (collectively referred to as Siding Solutions).
Segment net sales and Adjusted EBITDA for this segment were as follows:
Dollar amounts in millions
Increase (decrease)
Year Ended December 31,
2024
2023
2024 - 2023
Net sales
$
1,558
$
1,328
17 %
Adjusted EBITDA
390
269
45 %
Net sales in this segment by product line were as follows:
Dollar amounts in millions
Increase (decrease)
Year Ended December 31,
2024
2023
2024 - 2023
Siding Solutions
$
1,549
$
1,319
17 %
Other
9
9
(1) %
Total
$
1,558
$
1,328
38
Percent changes in average net sales price and unit shipments were as follows:
2024 versus 2023
Average
Selling Price
Unit
Shipments
Siding Solutions
6 %
11 %
The year-over-year net sales increase for the Siding segment for the twelve months ended December 31, 2024
reflects increased sales volumes and higher average selling prices. Approximately half of the 6% price improvement
was the result of annual list price increases, and half due to favorable mix. ExpertFinish accounted for 9% of volume
and 13% of sales in the twelve months ended December 31, 2024, respectively, contributing significantly to this
favorable mix.
For the twelve months ended December 31, 2024, the full year increase in Adjusted EBITDA of $121 million,
primarily reflects the impact of the net sales increase, partially offset by ongoing investments in sales and marketing
and maintenance costs.
OSB
The OSB segment manufactures and distributes OSB structural panel products, including the innovative value-added
OSB product portfolio known as LP® Structural Solutions (which includes LP® TechShield® Radiant Barrier, LP
WeatherLogic® Air & Water Barrier, LP Legacy® Premium Sub-Flooring, LP NovaCore® Thermal Insulated
Sheathing, LP® FlameBlock® Fire-Rated Sheathing, and LP® TopNotch® 350 Durable Sub-Flooring). Significant
cost inputs to produce OSB (including approximate breakdown percentages for 2024) were as follows: wood fiber
(27%), resin and wax (21%), labor and burden (18%), utilities (5%), and other manufacturing costs (29%).
Segment net sales and Adjusted EBITDA for this segment were as follows:
Dollar amounts in millions
Increase (decrease)
Year Ended December 31,
2024
2023
2024 - 2023
Net sales
$
1,184
$
1,026
15 %
Adjusted EBITDA
298
220
35 %
Net sales in this segment by product line were as follows:
Dollar amounts in millions
Increase (decrease)
Year Ended December 31,
2024
2023
2024 - 2023
OSB - Structural Solutions
$
650
$
565
15 %
OSB - Commodity
514
446
15 %
Other
20
15
38 %
Total
$
1,184
$
1,026
Percent changes in average net sales prices and unit shipments were as follows:
2024 versus 2023
Average
Selling Price
Unit
Shipments
OSB - Structural Solutions
5 %
9 %
OSB - Commodity
4 %
11 %
For the twelve months ended December 31, 2024, the year-over-year increase in net sales of $159 million (or 15%),
reflecting an increase in revenue due to 10% higher sales volumes and 4% higher OSB selling prices.
Adjusted EBITDA for the twelve months ended December 31, 2024 increased year-over-year by $78 million,
reflecting the impact of higher average selling prices and volumes.
39
LPSA
The LPSA segment manufactures and distributes OSB structural panel and Siding Solutions products in South
America and certain export markets. This segment also sells and distributes a variety of companion products to
support the region’s transition to wood frame construction. The LPSA segment carries out manufacturing operations
in Chile and Brazil and operates sales offices in Argentina, Brazil, Chile, Colombia, Mexico, Paraguay, and Peru.
Segment net sales and Adjusted EBITDA for this segment were as follows:
Dollar amounts in millions
Increase (decrease)
Year Ended December 31,
2024
2023
2024 - 2023
Net sales
$
190
$
205
(8) %
Adjusted EBITDA
42
42
— %
Net sales in this segment by product were as follows:
Dollar amounts in millions
Increase (decrease)
Year Ended December 31,
2024
2023
2024 - 2023
OSB - Structural Solutions
$
163
$
177
(8) %
Siding Solutions
21
24
(13) %
Other
6
4
61 %
Total
$
190
$
205
Percent changes in average net sales prices and unit shipments for 2024 compared to 2023 were as follows:
2024 versus 2023
Average
Selling Price
Unit
Shipments
OSB
(16) %
9 %
Siding
(18) %
6 %
The year-over-year net sales decrease and flat Adjusted EBITDA for the twelve months ended December 31, 2024,
reflect lower selling prices and unfavorable currency fluctuations, partially offset by higher sales volumes and the
non-recurrence of equipment transfer costs from the prior year.
Other
Our other products segment includes timber and timberlands as well as other minor products, services, and closed
operations, which do not qualify as discontinued operations. During the second quarter of 2023, we announced the
shutdown of our off-site framing operation Entekra Holdings LLC (Entekra) and recognized business exit charges,
net of $(32) million for the twelve months ended December 31, 2023. These 2023 charges consisted of severance
costs, inventory obsolescence, impairment of property, plant, and equipment, impairment of right-of-use lease
assets, and impairment of definite-lived intangible assets. During 2024, the equity method investment held by
Entekra sold substantially all of its net assets. For the twelve months ended December 31, 2024, we recognized
business exit credits, net of $14 million as a result of an $11 million gain on investment recorded within equity in
unconsolidated affiliate on the Consolidated Statements of Income.
Net sales decreased year-over-year by $12 million (or 56%) to $9 million primarily due to lower Entekra sales
volumes as a result of the aforementioned shutdown. Adjusted EBITDA was $(8) million for 2024, as compared to
$(17) million in 2023.
40
GENERAL CORPORATE AND OTHER EXPENSE, NET
General corporate and other expenses primarily comprise corporate overhead unrelated to business activities such as
wages and benefits, professional fees, insurance, and other expenses for corporate functions, including certain
executive officers, public company activities, tax, internal audits, and other corporate functions. General corporate
and other expense, net, was $46 million in 2024, as compared to $42 million in 2023. This increase was driven by an
increase in stock compensation expense.
LOSS ON IMPAIRMENTS
During 2024, we recorded $5 million of non-cash, pre-tax impairment charges related to property, plant, and
equipment, at our Wawa facility. During 2023, we recorded $30 million of non-cash, pre-tax impairment charges,
$24 million of which was related to the shutdown of Entekra, including $13 million of property, plant, and
equipment, $9 million of intangible assets, and $3 million related to operating lease assets. See further discussion in
“Note 7 - Business Exit Credits and Charges” of the Notes to the Consolidated Financial Statements included in Item
8 of this annual report on Form 10-K. Further, $6 million of non-cash, pre-tax impairment charges were recognized
related to the Granite City, Illinois facility closure, including $4 million of property, plant, and equipment and $2
million related to operating lease assets.
OTHER OPERATING CREDITS AND CHARGES, NET
For a discussion of Other operating credits and charges, net, see "Note 12 - Other Operating and Non-Operating
Income (Expense)" of the Notes to the Consolidated Financial Statements included in Item 8 of this annual report on
Form 10-K.
NON-OPERATING INCOME (EXPENSE)
For a discussion of non-operating income (expense), see "Note 12 - Other Operating and Non-Operating Income
(Expense)" of the Notes to the Consolidated Financial Statements included in Item 8 of this annual report on Form
10-K.
INCOME TAXES
We recognized a tax provision of $140 million in 2024, as compared to $74 million in 2023. For 2024, the primary
differences between the U.S. statutory rate of 21% and the effective rate was related to state and foreign income
taxes. For 2023, the primary difference between the U.S. statutory rate of 21% and the effective tax rate was related
to a change in management’s intent to indefinitely reinvest undistributed earnings in Chile and Brazil. See “Note 8 –
Income Taxes” below for further discussion. We paid $124 million and $65 million of income taxes net of refunds in
2024 and 2023, respectively.
LEGAL AND ENVIRONMENTAL MATTERS
For a discussion of legal and environmental matters involving us and the potential impact thereof on our financial
position, results of operations, and cash flows, see Item 3 in this annual report on Form 10-K as well as "Note 14 -
Commitments and Contingencies" of the Notes to the Consolidated Financial Statements included in Item 8 of this
annual report on Form 10-K.
41
LIQUIDITY AND CAPITAL RESOURCES
Overview
Our principal sources of liquidity are existing cash and investment balances, cash generated by our operations, and
our ability to borrow under such credit facilities as we may have in effect from time to time. We assess our liquidity
in terms of our ability to generate cash to fund our short- and long-term cash requirements. As such, we project our
anticipated cash requirements as well as cash flows generated from operating activities to meet those needs. We
anticipate long-term cash uses may also include strategic acquisitions. On a long-term basis, we will continue to rely
on our credit facility for any long-term funding not provided by operating cash flows. We may also, from time to
time, issue and sell equity, debt, or hybrid securities or engage in other capital market transactions.
Our principal uses of liquidity are paying the costs and expenses associated with our operations, servicing
outstanding indebtedness, paying dividends, and making capital expenditures. We may also, from time to time,
prepay or repurchase outstanding indebtedness or shares or acquire assets or businesses that are complementary to
our operations. Any such repurchases may be commenced, suspended, discontinued, or resumed, and the method or
methods of affecting any such repurchases may be changed at any time, or from time to time, without prior notice.
Operating Activities
During 2024, we generated $605 million of cash from operations, as compared to $316 million in 2023. The increase
in cash provided by operations was primarily related to higher net income and changes in working capital. At
December 31, 2024 and 2023, we had working capital of $216 million and $296 million, respectively.
Investing Activities
During 2024, net cash used for investing activities was $183 million, as compared to $376 million in 2023. During
2024, we received $16 million in proceeds from our share of the sale of certain assets from an equity method
investment. We also paid $17 million for an equity method investment in South America. During 2023, we paid $80
million to acquire an idle manufacturing facility in Wawa, Ontario, Canada.
Capital expenditures for the year ended December 31, 2024, and 2023, were $183 million and $300 million,
respectively, primarily related to siding conversion expenditures and growth and maintenance capital.
Capital expenditures in 2025 are expected to be approximately $410 million. We expect to fund our short-term and
long-term capital expenditures in 2025 through cash on hand, cash generated from operations, and available
borrowing under our Amended Credit Facility, as necessary.
Financing Activities
During 2024, cash used in financing activities was $292 million. We paid cash dividends of $74 million and $212
million to repurchase shares of LP common stock under the 2022 Share Repurchase Program and 2024 Share
Repurchase Program during the year ended December 31, 2024. The remaining financing activities were primarily
related to funds used to repurchase stock from employees in connection with income tax withholding requirements
associated with our employee stock-based compensation plans.
During 2023, cash used in financing activities was $77 million. We paid cash dividends of $69 million and borrowed
and subsequently repaid $80 million from our Amended Credit Facility during the year ended December 31, 2023.
The remaining financing activities were primarily related to funds used to repurchase stock from employees in
connection with income tax withholding requirements associated with our employee stock-based compensation
plans.
42
CREDIT FACILITIES
In November 2022, LP entered into a Second Amended and Restated Credit Agreement with American AgCredit,
PCA, as administrative agent and sole lead arranger, CoBank, ACB, as letter of credit issuer, and certain other
lender parties (the Credit Agreement), relating to its revolving credit facility (as amended, the Amended Credit
Facility). The Credit Agreement provides for a revolving credit facility in the principal amount of up to
$550 million, with a $60 million sub-limit for letters of credit. The Credit Agreement amended and restated the
Amended and Restated Credit Agreement entered into by the Company and certain other parties dated as of June 27,
2019, as amended prior to the effectiveness of the Credit Agreement (as defined above), in its entirety to, among
other things, (i) reflect the release of the collateral that secures the indebtedness evidenced by the Credit Agreement
as a result of the Company’s obtaining an Investment Grade rating in November 2022 (which collateral may be
reinstated from time to time in accordance with the terms of the Credit Agreement), (ii) extend the maturity date to
November 29, 2028, (iii) make certain changes to effect a transition from the LIBOR interest rate benchmark to
Term SOFR Rate (as defined in the Credit Agreement) and (iv) provide for certain other modifications (including
modifications to certain basket and threshold levels in the negative covenants) as set forth in the Credit Agreement.
As of December 31, 2024, we had no amounts outstanding under the Amended Credit Facility.
The Credit Agreement contains various restrictive covenants and customary events of default, the occurrence of
which could result in the acceleration of our obligation to repay the indebtedness outstanding thereunder. The Credit
Agreement also contains certain financial covenants that, among other things, require us and our consolidated
subsidiaries to have, as of the end of each fiscal quarter, a capitalization ratio (i.e., funded debt less unrestricted cash
to total capitalization) of no more than 57.5%. As of December 31, 2024, we were in compliance with all financial
covenants under the Credit Agreement.
In May 2024, LP entered into a new letter of credit facility agreement, replacing the letter of credit facility
agreement dated May 2020. This agreement provides for the funding of letters of credit up to an aggregate
outstanding amount of $20 million, which may be secured by certain cash collateral of LP (the Letter of Credit
Facility). The Letter of Credit Facility provides for a letter of credit fee, due quarterly, ranging from 1.000% to
1.875% of the daily available amount to be drawn on each letter of credit issued under the Letter of Credit Facility.
The Letter of Credit Facility is subject to similar affirmative, negative, and financial covenants as those set forth in
the Credit Agreement, including the capitalization ratio covenant. All amounts outstanding under the Letter of Credit
Facility become due on April 15, 2029. As of December 31, 2024, we were in compliance with all financial
covenants under the Letter of Credit Facility.
OTHER LIQUIDITY MATTERS
2029 Senior Notes
In March 2021, we issued the 3.625% Senior notes due in 2029 in the aggregate principal amount of $350 million,
which mature on March 15, 2029 (2029 Senior Notes). As of December 31, 2024, future interest payments
associated with the 2029 Senior Notes totaled $54 million, with $13 million payable within 12 months of such date.
For additional information regarding the 2029 Senior Notes, please see "Note 10 - Long-Term Debt" of the Notes to
the Consolidated Financial Statements included in Item 8 of this annual report on Form 10-K.
Contingency Reserves
Contingency reserves, which represent an estimate of future cash needs for various contingencies (principally,
environmental reserves), totaled $28 million at December 31, 2024, of which $1 million is estimated to be payable
within one year of such date. There is inherent uncertainty concerning the reliability and precision of such estimates,
and as such, the amounts ultimately paid in resolving these contingencies could exceed the current reserves by a
material amount.
Leases
We have lease arrangements for real estate, mobile equipment at our manufacturing facilities, rail cars to transport
our products, and a fleet of vehicles. As of December 31, 2024, we had fixed lease payment obligations of $35
million, with $9 million payable within 12 months of such date.
43
Other Purchase Obligations
Our other purchase obligations primarily consist of obligations related to information technology infrastructure. As
of December 31, 2024, we had other purchase obligations of $47 million, with $25 million payable within 12
months of such date.
Off-Balance Sheet Arrangements
As of December 31, 2024, we had standby letters of credit of $14 million outstanding related to collateral for
environmental impact on owned properties, deposit for forestry license, and insurance collateral, including workers'
compensation.
Potential Impairments
For a discussion of potential impairments, see "Note 13 - Impairment of Long-Lived Assets" and "Note 5 - Goodwill
and Other Intangibles Assets" of the Notes to the Consolidated Financial Statements included in Item 8 of this
annual report on Form 10-K.
PROSPECTIVE ACCOUNTING PRONOUNCEMENTS
For a discussion of prospective accounting pronouncements, see "Note 2 - Present and Prospective Accounting
Pronouncements" of the Notes to the Consolidated Financial Statements included in Item 8 of this annual report on
Form 10-K.
ITEM 7A.
Quantitative and Qualitative Disclosures About Market Risk
We are exposed to fluctuations in foreign currency exchange rates, commodity prices and interest rates which could
impact our results of operations and financial condition.
Foreign Currency Risk
Each of our international operations has transactional foreign currency exposures related to buying and selling in
currencies other than the local currencies in which it operates. Exposures are primarily related to the U.S. dollar
relative to the Canadian dollar, the Brazilian real, the Chilean peso, and the Argentine Peso. We also have translation
exposure resulting from translating the financial statements of foreign subsidiaries into U.S. dollars. Although we
have in the past entered into foreign exchange contracts associated with certain of our indebtedness and may
continue to enter into foreign exchange contracts associated with major equipment purchases to manage a portion of
the foreign currency rate risk, we historically have not entered into currency rate hedges with respect to our exposure
from operations, provided we may do so in the future.
Commodity Price Risk
Some of our products are sold as commodities, and therefore sales prices fluctuate daily based on market factors
over which we have little or no control. The most significant commodity product we sell is OSB. Based upon an
assumed North America annual production capacity in the OSB segment of 4.1 billion square feet (3/8” basis) or 3.5
billion square feet (7/16” basis), a $1 change in the annual average price per thousand square feet on 7/16” basis
would change annual pre-tax profits by approximately $4 million.
We historically have not entered into material commodity futures and swaps, although we may do so in the future.
Interest Rate Risk
We could be exposed to market risk associated with changes in interest rates on our variable rate credit facility. As
of December 31, 2024, there were no outstanding borrowings under our Amended Credit Facility. We do not
currently have any derivative or hedging arrangements, or other known exposures, to changes in interest rates. Based
on our current amounts outstanding, a 100-basis point increase or decrease in market interest rates over a 12-month
period would not result in a change to interest expense.
44
ITEM 8.
Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Louisiana-Pacific Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Louisiana-Pacific Corporation and subsidiaries
(the "Company") as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive
income, cash flows, and stockholders’ equity, for each of the three years in the period ended December 31, 2024,
and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and
the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in
conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on
criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission and our report dated February 19, 2025, expressed an unqualified
opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with
the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial
statements that was communicated or required to be communicated to the audit committee and that (1) relates to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue — Refer to Note 3 to the Financial Statements
Critical Audit Matter Description
The Company’s revenue consists of product sales and is recognized when obligations under the terms of a contract
(i.e., purchase order) with the Company’s customers are satisfied. Revenue is measured as the amount of
consideration the Company expects to receive in exchange for transferring goods.
45
Auditing revenue required a significant extent of effort and the involvement of professionals with expertise in
information technology ("IT") necessary for us to identify, test, and evaluate the Company's system and automated
controls.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Company’s revenue transactions included the following, among others:
•
With the assistance of our IT specialists, we:
•
Identified the significant system used to process revenue transactions and tested the general IT
controls over the system, including testing of user access controls, change management controls,
and IT operations controls.
•
Performed testing of automated controls within the relevant revenue streams, as well as the
controls designated to ensure the accuracy and completeness of revenue.
•
We tested the design and operating effectiveness of internal controls within the relevant revenue business
processes.
•
With the assistance of our data specialists, we created data visualizations to evaluate recorded revenue and
evaluate trends in the transactional revenue data.
•
For a sample of revenue transactions, we performed detail transaction testing by agreeing the amounts
recognized to source documents and testing the mathematical accuracy of the recorded revenue.
•
With the assistance of our data specialists, we performed a reconciliation of all automated revenue
transactions recorded in the system, and for a sample of revenue transactions within the population, traced
the transaction from the testing performed to the respective journal entry data.
/s/ Deloitte & Touche LLP
Nashville, Tennessee
February 19, 2025
We have served as the Company’s auditor since 1997.
46
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Consolidated Statements of Income
Dollar amounts in millions, except per share
Year Ended December 31,
2024
2023
2022
Net sales
$
2,941
$
2,581
$
3,854
Cost of sales
(2,110)
(1,988)
(2,355)
Gross profit
832
593
1,498
Selling, general, and administrative expenses
(291)
(257)
(264)
Loss on impairments
(5)
(30)
(1)
Other operating credits and charges, net
(4)
(19)
16
Income from operations
530
287
1,250
Interest expense
(14)
(14)
(11)
Investment income
22
18
14
Other non-operating items (expense)
9
(43)
(97)
Income before income taxes
547
248
1,155
Provision for income taxes
(140)
(74)
(274)
Equity in unconsolidated affiliate
13
3
4
Income from continuing operations
420
178
885
Income from discontinued operations, net of income taxes
—
—
198
Net income
$
420
$
178
$
1,083
Net loss attributed to noncontrolling interest
—
—
3
Net income attributed to LP
$
420
$
178
$
1,086
Net income attributed to LP per share of common stock:
Income per share continuing operations - basic
$
5.91
$
2.47
$
11.40
Income per share discontinued operations - basic
—
—
2.54
Net income per share - basic
$
5.91
$
2.47
$
13.94
Income per share continuing operations - diluted
$
5.89
$
2.46
$
11.34
Income per share discontinued operations - diluted
—
—
2.52
Net income per share - diluted
$
5.89
$
2.46
$
13.87
Average shares of common stock used to compute net income per
share:
Basic
71
72
78
Diluted
71
72
78
See Notes to the Consolidated Financial Statements.
47
Consolidated Statements of Comprehensive Income
Amounts in millions
Year Ended December 31,
2024
2023
2022
Net income
$
420
$
178
$
1,083
Other comprehensive income, net of tax
Foreign currency translation adjustments
(33)
6
2
Changes in defined benefit pension plans
—
4
71
Other
—
—
1
Other comprehensive income (loss), net of tax
(33)
10
75
Comprehensive income
$
388
$
187
$
1,158
Comprehensive loss associated with noncontrolling interest
—
—
3
Comprehensive income attributed to LP
$
388
$
187
$
1,161
See Notes to the Consolidated Financial Statements.
48
Consolidated Balance Sheets
Amounts in millions, except per share amounts
ASSETS
Cash and cash equivalents
$
340
$
222
Receivables, net of allowance for doubtful accounts of $1 at December 31, 2024, and $2 at
December 31, 2023, respectively
131
155
Inventories
357
378
Prepaid expenses and other current assets
27
23
Total current assets
855
778
Timber and timberlands
29
32
Property, plant and equipment, net
1,592
1,540
Operating lease assets, net
25
25
Goodwill and other intangible assets
26
27
Investments in and advances to affiliates
17
5
Other assets
20
20
Deferred tax assets
4
11
Total assets
$
2,569
$
2,437
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued liabilities
$
287
$
254
Income taxes payable
11
5
Total current liabilities
299
259
Long-term debt
348
347
Deferred income taxes
145
162
Non-current operating lease liabilities
24
25
Contingency reserves, excluding current portion
27
25
Other long-term liabilities
57
61
Total liabilities
899
880
Commitments and contingencies (Note 14)
Stockholders’ equity:
Preferred stock, $1 par value; 15 shares authorized, no shares issued
—
—
Common stock, $1 par value; 200 shares authorized; 86 shares issued, and 70 shares issued and
outstanding, respectively, as of December 31, 2024; 88 shares issued and 72 shares issued and
outstanding, respectively, as of December 31, 2023
86
88
Additional paid-in capital
478
465
Retained earnings
1,615
1,479
Treasury stock, 16 shares at cost as of December 31, 2024 and 2023
(386)
(386)
Accumulated comprehensive loss
(122)
(89)
Total stockholders’ equity
1,671
1,557
Total liabilities and stockholders’ equity
$
2,569
$
2,437
December 31,
2024
2023
See Notes to the Consolidated Financial Statements.
49
Consolidated Statements of Cash Flows
Amounts in millions
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$
420 $
178 $
1,083
Adjustments to net income:
Depreciation and amortization
126
119
132
Impairment of goodwill and long-lived assets
5
30
1
Loss (gain) on sale of assets, net
2
(7)
(157)
Pension loss due to settlement
—
4
82
Deferred taxes
(4)
44
1
Foreign currency remeasurement and transaction (gains) losses
—
50
(2)
Other adjustments, net
6
26
35
Changes in assets and liabilities (net of acquisitions and divestitures):
Receivables
3
(8)
22
Inventories
9
(46)
(66)
Prepaid expenses and other current assets
(5)
(1)
(7)
Accounts payable and accrued liabilities
23
(40)
15
Income taxes payable, net of receivables
19
(33)
6
Net cash provided by operating activities
605
316
1,144
CASH FLOWS FROM INVESTING ACTIVITIES:
Property, plant, and equipment additions
(183)
(300)
(414)
Acquisition of facility assets
—
(80)
—
Proceeds from business divestiture
—
—
268
Proceeds from sale of assets
1
9
—
Investment in affiliates
(17)
—
—
Other investing activities, net
16
(4)
—
Net cash used in investing activities
(183)
(376)
(146)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term debt
—
(80)
—
Borrowing of long-term debt
—
80
—
Payment of cash dividends
(74)
(69)
(69)
Purchase of stock
(212)
—
(900)
Other financing activities
(7)
(8)
(13)
Net cash used in financing activities
(292)
(77)
(982)
EFFECT OF EXCHANGE RATE ON CASH, CASH EQUIVALENTS,
AND RESTRICTED CASH
(12)
(24)
(5)
Net increase (decrease) in cash, cash equivalents, and restricted cash
118
(161)
12
Cash, cash equivalents, and restricted cash at beginning of period
222
383
371
Cash, cash equivalents, and restricted cash at end of period
$
340 $
222 $
383
Supplemental cash flow information:
Cash paid for income taxes, net
$
(124) $
(65) $
(320)
Cash paid for interest, net
$
(14) $
(15) $
(14)
Unpaid capital expenditures
$
32 $
15 $
48
Year Ended December 31,
2024
2023
2022
See Notes to the Consolidated Financial Statements.
50
Consolidated Statements of Stockholders’ Equity
Amounts in millions, except per share amounts
Common Stock
Treasury Stock
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Comprehensive
Loss (Income)
Total
Stockholders’
Equity
Shares
Amount
Shares
Amount
Balance as of December 31, 2021
102 $
102
17 $ (390) $
458 $
1,239 $
(174) $
1,235
Net income attributed to LP
—
—
—
—
—
1,086
—
1,086
Cash dividends on common stock
paid ($0.22 per share quarterly)
—
—
—
—
—
(69)
—
(69)
Issuance of shares under stock
plans
—
—
(1)
18
(15)
—
—
3
Taxes paid on net settlement
—
—
—
(16)
—
—
—
(16)
Purchase of stock
(14)
(14)
—
—
—
(886)
—
(900)
Compensation expense associated
with stock-based compensation
—
—
—
—
19
—
—
19
Other comprehensive loss
(income)
—
—
—
—
—
—
75
75
Balance as of December 31, 2022
88
88
16
(388)
462
1,371
(99)
1,433
Net income attributed to LP
—
—
—
—
—
178
—
178
Cash dividends on common stock
paid ($0.24 per share quarterly)
—
—
—
—
—
(69)
—
(69)
Issuance of shares under stock
plans
—
—
(1)
14
(10)
—
—
4
Taxes paid on net settlement
—
—
—
(12)
—
—
—
(12)
Purchase of stock
—
—
—
—
—
—
—
—
Compensation expense associated
with stock-based compensation
—
—
—
—
13
—
—
13
Other comprehensive loss
(income)
—
—
—
—
—
—
10
10
Balance as of December 31, 2023
88
88
16
(386)
465
1,479
(89)
1,557
Net income attributed to LP
—
—
—
—
—
420
—
420
Cash dividends on common stock
paid ($0.26 per share quarterly)
—
—
—
—
—
(74)
—
(74)
Issuance of shares under stock
plans
—
—
—
12
(7)
—
5
Taxes paid on net settlement
—
—
—
(11)
—
—
—
(11)
Purchase of stock
(2)
(2)
—
—
—
(211)
—
(214)
Compensation expense associated
with stock-based compensation
—
—
—
—
20
—
—
20
Other comprehensive loss
(income)
—
—
—
—
—
—
(33)
(33)
Balance as of December 31, 2024
86 $
86
16 $ (386) $
478 $
1,615 $
(122) $
1,670
See Notes to the Consolidated Financial Statements.
51
INDEX TO THE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note:
Description
Page No.
Note 1
Summary of Significant Accounting Policies
53
Note 2
Present and Prospective Accounting Pronouncements
59
Note 3
Revenue
59
Note 4
Earnings Per Share
61
Note 5
Goodwill and Other Intangible Assets
62
Note 6
Discontinued Operations
63
Note 7
Business Exit Credits and Charges
64
Note 8
Income Taxes
65
Note 9
Leases
68
Note 10
Long-Term Debt
70
Note 11
Stockholders' Equity
71
Note 12
Other Operating and Non-Operating Income (Expense)
74
Note 13
Impairment of Long-Lived Assets
75
Note 14
Commitments and Contingencies
76
Note 15
Product Warranties
78
Note 16
Retirement Plans and Post-Retirement Benefits
78
Note 17
Accumulated Comprehensive Loss
80
Note 18
Segment Information
81
52
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
Louisiana-Pacific Corporation and our subsidiaries are a leading provider of high-performance building solutions
that meet the demands of builders, remodelers, and homeowners worldwide. Serving the new home construction,
repair and remodeling, and outdoor structures markets, we have leveraged our expertise to become an industry
leader known for innovation, quality, reliability, and sustainability. The principal customers for our building
solutions are retailers, wholesalers, and home building and industrial businesses in North America and South
America, and we make limited sales to customers in Asia, Australia, and Europe. The Company operates 22 plants
across the U.S., Canada, Chile, and Brazil, in certain cases, through foreign subsidiaries, and operates additional
facilities through a joint venture. References to "LP," the "Company," "we," "our," and "us" refer to Louisiana-
Pacific Corporation and its consolidated subsidiaries as a whole.
We routinely evaluate project schedules and market demand to determine when to begin related construction work
on Siding Solutions capacity expansion projects.
See "Note 18 - Segment Information" below for further information regarding our products and segments.
Basis of Presentation
The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. GAAP. The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and
assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes.
Actual results could differ from those estimates.
The Consolidated Financial Statements include the accounts of LP and our controlled subsidiaries. All intercompany
transactions, profits, and balances have been eliminated. All dollar amounts are in millions except per share.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and short-term investments of three months or less when purchased.
These investments are stated at cost, which approximates market value.
Receivables
Receivables consisted of the following (dollars in millions):
December 31,
2024
2023
Trade receivables
$
100
$
104
Income tax receivables
12
27
Other receivables
21
26
Allowance for doubtful accounts
(1)
(2)
Total Receivables
$
131
$
155
Trade receivables are primarily generated by sales of our products to our wholesale and retail customers. Other
receivables at December 31, 2024 and 2023 primarily consisted of sales tax receivables, vendor rebates, and other
miscellaneous receivables.
53
Fair Value Measurements
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit
price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market
participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value. We are required to classify these
financial assets and liabilities into two groups: (1) recurring, measured on a periodic basis, and (2) non-recurring,
measured on an as-needed basis.
There are three levels of inputs that may be used to measure fair value:
Level 1
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical,
unrestricted assets or liabilities.
Level 2
Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar
assets or liabilities in inactive markets; or valuations based on models where the significant inputs are
observable or can be corroborated by observable market data.
Level 3
Valuations based on models where significant inputs are not observable. Unobservable inputs are used
when little or no market data is available and reflect the Company’s own assumptions about the
assumptions market participants would use.
The Company's financial instruments consist of cash and cash equivalents, short-term receivables, trade payables,
debt instruments, and trading securities. Carrying amounts reported on the balance sheet for cash and cash
equivalents, receivables, and accounts payable approximate fair value due to the short-term maturity of these
instruments. See "Note 10 - Long Term Debt" below for further information regarding the fair value of long-term
debt instruments.
Trading securities consist of rabbi trust financial assets, which are recorded in other assets in our Consolidated
Balance Sheets. The rabbi trust holds assets attributable to the elections of certain management employees to defer
the receipt of a portion of their compensation. The assets of the rabbi trust are invested in mutual funds and are
reported at fair value based on active market quotations, which represent Level 1 inputs.
Inventories
Inventories are valued at the lower of cost or net realizable value. Inventory costs include materials, labor, and
operating overhead. The FIFO (first-in, first-out) or average cost methods are used to value our inventories as of
December 31, 2024. Inventories include a lower of cost or market adjustment of $9 million and $7 million as of
December 31, 2024, and 2023, respectively. Inventory consisted of the following (dollars in millions):
December 31,
2024
2023
Logs
$
64
$
81
Other raw materials
41
53
Semi-finished inventory
33
27
Finished products
220
217
Total Inventories
$
357
$
378
Timber and Timberlands
Timber and timberlands are comprised of timber deeds and allocations of the purchase price to Canadian timber
harvesting licenses. Timber deeds are transactions in which we purchase timber but not the underlying land. The
cost of timber deeds is capitalized in timber and timberlands and charged to the cost of timber harvested as the
volume is removed. Timber that has been severed but has not yet been delivered to a facility is included in timber
and timberlands. As of December 31, 2024, and 2023, we had timber and timberlands of $6 million and $7 million,
respectively.
54
Timber licenses have a life of 20 to 25 years. These licenses are amortized on a straight-line basis over the life of the
facilities. As of December 31, 2024 and 2023, we had timber licenses of $23 million and $25 million, respectively.
Certain Canadian timber harvesting licenses also include future requirements for reforestation. The fair value of the
future estimated reforestation obligation is accrued and recognized in Cost of sales based on the volume of timber
harvested; fair value is determined by discounting the estimated future cash flows using a credit adjusted risk-free
rate. Subsequent changes to the fair value resulting from the passage of time and revisions to fair value calculations
are recognized in earnings as they occur.
Property, Plant, and Equipment
Property, plant, and equipment, including capitalized interest, are recorded at cost and consisted of the following
(dollars in millions):
December 31,
2024
2023
Land, land improvements, and logging roads, net of road amortization
$
217
$
212
Buildings
504
493
Machinery and equipment
2,472
2,352
Construction in progress
248
236
3,441
3,293
Accumulated depreciation
(1,849)
(1,753)
Property, plant, and equipment, net
$
1,592
$
1,540
Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, which typically range
from 5 to 20 years for buildings and land improvements, 3 to 15 years for equipment, and the shorter of the lease
term or estimated useful lives for leasehold improvements.
Depreciation and amortization expense on property, plant, and equipment was included in our Consolidated
Statements of Income as noted below (dollars in millions):
Year Ended December 31,
2024
2023
2022
Cost of sales
$
120
$
111
$
121
Selling, general and administrative expenses
3
4
4
Total depreciation and amortization
$
123
$
115
$
124
Logging road construction costs are capitalized and included in land and land improvements. These costs are
amortized as the timber volume adjacent to the road system is harvested.
Long-lived assets to be held and used (primarily property, plant, and equipment and timber and timberlands) are
reviewed for impairment when events or changes in circumstances indicate that the carrying amount of the assets
may not be recoverable. When impairment is indicated, the book values of the assets are written down to their
estimated fair value as calculated by the expected discounted cash flow or estimated net sales price. See "Note 13 -
Impairment of Long-Lived Assets" below for a discussion of charges related to impairments of property, plant, and
equipment.
Long-lived assets that are held for sale are written down to the estimated sales proceeds less cost to sell unless the
estimated net proceeds exceed the carrying value.
55
Goodwill and Intangible Assets
Goodwill and indefinite-lived intangible assets are assessed annually for impairment during the fourth quarter or
earlier upon the occurrence of certain events or substantive changes in circumstances. In accordance with
Accounting Standards Codification (ASC) 350, Intangibles – Goodwill and Other, companies may opt to first assess
qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its
carrying amount. A qualitative assessment includes factors such as financial performance, industry and market
metrics, and other factors affecting the reporting unit. If this assessment concludes that it is more likely than not that
the fair value of a reporting unit exceeds its carrying value, then goodwill is not considered impaired, and no further
impairment testing is required. Conversely, if the qualitative assessment concludes that it is more likely than not that
the fair value of a reporting unit is less than its carrying value, we must then compare the fair value of the reporting
unit to its carrying value. Impairment is evaluated by applying a fair value-based test. Impairment losses would be
recognized when the implied fair value of goodwill is less than its carrying value.
In 2023, we announced the shutdown of our off-site framing operation Entekra Holdings LLC (Entekra), resulting in
impairment charges of $9 million related to definite-lived intangible assets. See "Note 5 - Goodwill and Other
Intangible Assets" below for further discussion.
Investments in Affiliates
We account for investments in affiliates when we do not have a controlling financial interest using the equity
method under which LP’s share of earnings and losses of the affiliate is reflected in earnings, and dividends are
credited against the investment in the affiliate when declared.
Restricted Cash
Our restricted cash accounts generally secure outstanding letters of credit. There were no restricted cash balances as
of December 31, 2024 and 2023, respectively.
Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities were as follows (dollars in millions):
December 31,
2024
2023
Trade accounts payable
$
139
$
141
Salaries and wages payable
80
57
Accrued customer incentives
48
37
Taxes other than income taxes
4
3
Current portion of operating lease liabilities
8
6
Other accrued liabilities
9
10
Total Accounts payable and accrued liabilities
$
287
$
254
Other accrued liabilities at December 31, 2024 and 2023, primarily consisted of accrued interest, worker
compensation liabilities, warranty reserves, and other items. Additionally, trade accounts payable included $32
million and $15 million related to capital expenditures that had not yet been paid as of December 31, 2024 and 2023,
respectively.
56
Other Long-Term Liabilities
Other long-term liabilities were as follows (dollars in millions):
December 31,
2024
2023
Post-retirement obligations
$
7
$
7
Asset retirement obligations
9
8
Uncertain tax positions
13
15
Warranty reserves
5
6
Pension benefit obligation
2
2
Other
21
23
Total Other long-term liabilities
$
57
$
61
Other long-term liabilities at December 31, 2024 and 2023, consisted primarily of workers' compensation liabilities
and investment tax incentives associated with property, plant, and equipment.
Asset Retirement Obligations
We record the fair value of the legal and conditional obligations to retire and remove long-lived assets in the periods
in which the obligations are incurred. These obligations primarily consist of monitoring costs on closed landfills,
timber reforestation obligations associated with our timber licenses in Canada, and site restoration costs. When the
related liability is initially recorded, we capitalize the cost by increasing the carrying amount of the related long-
lived asset. Over time, the liability is accreted to its settlement value, and the capitalized cost is depreciated over the
useful life of the related asset. Upon settlement of the liability, we recognize a gain or loss for any difference
between the settlement amount and the liability recorded. The activity in our asset retirement obligation liability for
2024 and 2023 is summarized in the following table (dollars in millions).
Year Ended December 31,
2024
2023
Beginning balance
$
8
$
8
Accretion expense
1
—
Adjusted to expense (cost of sales and other operating credits and charges, net)
1
—
Ending balance
$
9
$
8
Income Taxes
We account for income taxes under an asset and liability approach that requires the recognition of deferred tax assets
and liabilities for the expected future tax consequences of events that have been recognized in our Consolidated
Financial Statements or tax returns. In estimating future tax consequences, we generally consider all expected future
events other than the enactment of changes in tax laws or rates. The effect on deferred tax assets and liabilities of a
change in tax rates will be recognized as income or expense in the period that includes the enactment date.
Additionally, deferred tax assets are reduced by a valuation allowance when it is more likely than not that some
portion of the deferred tax assets will not be realized.
We recognize the effect of income tax positions only if those positions are more likely than not to be sustained.
Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being
realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.
We classify interest related to income tax liabilities or uncertain tax positions as interest expense or interest income
and, if applicable, penalties are recognized as a component of income tax expense.
We are subject to global intangible low-taxed income, an incremental tax on foreign income. We have made an
accounting election to record this tax in the period the tax arises.
57
Stock-Based Compensation
We have stock award plans covering certain key employees and directors, which provide for awards of restricted
stock units, performance stock units, stock-settled stock appreciation rights (SSARS), and stock options. In addition,
we offer an Employee Stock Purchase Plan (ESPP) to employees.
The fair value of our restricted stock and restricted stock units is the closing stock price of LP’s common stock the
day preceding the grant date. The fair value of our performance stock units is estimated using the Monte Carlo
simulation pricing model. The key assumptions used in this model include expected volatility, risk-free rate, and
average and grant date stock prices. The estimate of expected volatility for performance stock units is based upon
historical stock price volatility and the length of the performance period. The risk-free interest rate is based on zero-
coupon U.S. Treasury bonds. The beginning average stock price equals the average closing value stock price over
the defined period of trading days with the assumption that dividends distributed during the period were reinvested.
Foreign Currency Translation
The functional currency for our Canadian subsidiaries is the U.S. dollar. The books and records for these
subsidiaries are maintained in the Canadian dollar. The financial statements of these foreign subsidiaries are
remeasured into U.S. dollars using the historical exchange rate for property, plant, and equipment, timber and
timberlands (related depreciation and amortization on both property, plant, and equipment and timber and
timberlands), goodwill, and certain other non-monetary assets. We use the exchange rate at the balance sheet date
for the remaining assets and liabilities, including deferred taxes. A weighted average exchange rate is used for each
period for revenues and expenses. These transaction gains or losses are recorded in Other non-operating items on the
Consolidated Statements of Income.
The functional currencies of our Chilean, Brazilian, Colombian, Peruvian, Paraguayan, and Mexican subsidiaries are
their respective local currencies. Our Argentine subsidiary operates under a highly inflationary economy and uses
the Chilean Peso as the functional currency. Assets and liabilities are translated into U.S. dollars using rates of
exchange at the balance sheet date. Translation adjustments, which are based upon the exchange rate at the balance
sheet date for assets and liabilities and the weighted average rate for the income statement, are recorded in
Accumulated comprehensive loss in stockholders’ equity on the Consolidated Balance Sheets. Transaction gains and
losses are recorded in Other non-operating items on the Consolidated Statements of Income.
Advertising costs
Advertising costs of $37 million, $25 million, and $28 million in 2024, 2023, and 2022, respectively, are principally
expensed as incurred and included as part of selling, general, and administrative expenses within our Consolidated
Statements of Income. Advertising costs include product displays, media production costs, agency fees,
sponsorships, and cooperating advertising.
Other Operating Credits and Charges, Net
We classify amounts unrelated to ongoing core operating activities as other operating credits and charges, net in the
Consolidated Statements of Income. Such items include, but are not limited to, restructuring charges (including
severance charges), business exit credits and charges, charges to establish and maintain litigation or environmental
reserves, product reserves, gains or losses from settlements with governmental or other organizations, and gains or
losses on the sale or disposal of long-lived assets. Due to the nature of these items, amounts in the income statement
can fluctuate from year to year. The determination of which items are considered significant and unrelated to core
operations is based upon management’s judgment.
Retirement Benefits
We are required to use actuarial methods and assumptions in the valuation of defined benefit obligations and the
determination of expense. Actuarial gains or losses, curtailments, prior service costs or credits, and transition
obligations not previously recognized are recorded as a component of Accumulated comprehensive loss.
58
Comprehensive Income
Comprehensive income consists of Net income and other gains and losses affecting stockholders’ equity that are
excluded from Net income, including foreign currency translation adjustments, costs associated with pension or
other post-retirement benefits that have not been recognized as components of net periodic benefit costs, and net
unrealized gains or losses on securities and is presented in the accompanying Consolidated Statements of
Comprehensive Income.
2.
PRESENT AND PROSPECTIVE ACCOUNTING PRONOUNCEMENTS
Recently Adopted Accounting Pronouncements
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
In November 2023, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update (ASU)
2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU expands
public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly
provided to the chief operating decision maker and included within each reported measure of segment profit or loss,
and an amount and description of its composition for other segment items, and interim disclosures of a reportable
segment’s profit or loss and assets. This pronouncement is effective for fiscal years beginning after December 15,
2023, and interim periods within fiscal years beginning after December 15, 2024. We adopted this ASU for the
fiscal year ended December 31, 2024, and the enhanced disclosures are reflected in the segment reporting
information in "Note 18 - Segment Information" below. The adoption did not have a material impact on our
consolidated financial statements and disclosures.
Recent Pronouncements Not Yet Adopted
Income Taxes (Topic 740): Improvements to Income Tax Disclosures
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax
Disclosures, which focuses on the rate reconciliation and income taxes paid. ASU No. 2023-09 requires a public
business entity (PBE) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and
currency amounts, broken out into specified categories with certain reconciling items further broken out by nature
and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose
income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the
amount is at least 5% of total income tax payments, net of refunds received. This pronouncement is effective for
fiscal years beginning after December 15, 2024, with early adoption permitted. The Company does not expect the
adoption of this new guidance to have a material impact on the consolidated financial statements.
Income Statement (Subtopic 220-40): Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—
Expense Disaggregation Disclosures (Subtopic 220-40), which requires entities to provide more detailed
disaggregation of expenses in the income statement, focusing on the nature of the expenses rather than their
function. The new disclosures will require entities to separately present expenses for significant line items, including
but not limited to, depreciation, amortization, and employee compensation. Entities will also be required to provide a
qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated
quantitatively, disclose the total amount of selling expenses and, in annual reporting periods, provide a definition of
what constitutes selling expenses. This pronouncement is effective for fiscal years beginning after December 15,
2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We
are currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures.
3.
REVENUE
We disaggregate revenue from contracts with customers into major product lines. We have determined that
disaggregating revenue into these categories depicts how the nature, amount, timing, and uncertainty of revenue and
cash flows are affected by economic factors.
59
As noted in the segment reporting information in "Note 18 - Segment Information" below, our reportable segments
are: Siding, OSB, and LPSA. The following table presents our reportable segment revenues, disaggregated by
revenue source (dollars in millions):
Year Ended December 31, 2024
By Product type and family:
Siding
OSB
LPSA
Other
Inter-
segment
Total
Value-add
Siding Solutions
$
1,549 $
— $
21 $
—
— $
1,570
OSB - Structural Solutions
—
650
163
—
—
813
1,549
650
184
—
—
2,383
Commodity
OSB - Commodity
—
514
—
—
—
514
Other
Other products
9
20
6
9
—
44
$
1,558 $
1,184 $
190 $
9 $
— $
2,941
Year Ended December 31, 2023
By Product type and family:
Siding
OSB
LPSA
Other
Inter-
segment
Total
Value-add
Siding Solutions
$
1,319 $
— $
24 $
— $
— $
1,343
OSB - Structural Solutions
—
565
177
—
—
742
1,319
565
201
—
—
2,086
Commodity
OSB - Commodity
—
446
—
—
—
446
Other
Other products
9
15
4
22
—
49
$
1,328 $
1,026 $
205 $
22 $
— $
2,581
Year Ended December 31, 2022
By Product type and family:
Siding
OSB
LPSA
Other
Inter-
segment
Total
Value-add
Siding Solutions
$
1,463 $
— $
23 $
— $
— $
1,486
OSB - Structural Solutions
—
1,110
215
—
(2)
1,323
1,463
1,110
238
—
(2)
2,809
Commodity
OSB - Commodity
—
938
—
—
(1)
937
Other
Other products
6
14
3
84
—
107
$
1,469 $
2,062 $
241 $
84 $
(2) $
3,854
60
Revenue is recognized when obligations under the terms of a contract (e.g., purchase orders) with our customers are
satisfied; generally, this occurs with the transfer of control of our products at a point in time. Revenue is measured as
the amount of consideration we expect to receive in exchange for transferring goods. The shipping cost incurred by
us to deliver products to our customers is recorded in Cost of sales. The expected costs associated with our
warranties continue to be recognized as an expense when the products are sold.
During 2024, 2023, and 2022, our top ten customers accounted for approximately 49%, 50%, and 48% of our sales,
respectively, in the aggregate. No individual customer exceeded 10% of our sales in 2024, 2023, or 2022.
Our businesses routinely incur customer program costs to obtain favorable product placement, promote sales of
products, and maintain competitive pricing. Customer program costs and incentives, including rebates and
promotion and volume allowances, are accounted for as a reduction in net sales at the time the program is initiated
and/or the revenue is recognized. The costs include, but are not limited to, volume allowances and rebates,
promotional allowances, and cooperative advertising programs. These costs are recorded at the later of the time of
sale or the implementation of the program based on management’s best estimates. Estimates are based on historical
and projected experience for each type of program or customer. Volume allowances are accrued based on our
estimates of customer volume achievement and other factors incorporated into customer agreements, such as new
product purchases, store sell-through, merchandising support, and customer training. Management adjusts accruals
when circumstances indicate (typically as a result of a change in volume expectations). As of December 31, 2024
and 2023, we accrued $48 million and $37 million, respectively, for customer rebates recorded in accounts payable
and accrued liabilities on our Consolidated Balance Sheets.
We ship some of our products to customers' distribution centers on a consignment basis. We retain title to our
products stored at the distribution centers. As our products are removed from the distribution centers by retailers and
shipped to retailers’ stores, title passes from us to the retailers. At that time, we invoice the retailers and recognize
revenue for these consignment transactions. We do not offer a right of return for products shipped to the retailers’
stores from the distribution centers. The amount of consignment inventory as of December 31, 2024 and 2023, was
$23 million and $28 million, respectively.
4.
EARNINGS PER SHARE
Basic earnings per share is based on the weighted average number of shares of common stock outstanding. Diluted
earnings per share is based upon the weighted average number of shares of common stock outstanding plus all
potentially dilutive securities that were assumed to be converted into common shares at the beginning of the period
under the treasury stock method. This method requires that the effect of potentially dilutive common stock
equivalents (stock options, SSARs, restricted stock or units, and performance stock units) be excluded from the
calculation of diluted earnings per share for the periods in which losses from continuing operations are reported
because the effect is anti-dilutive.
61
The following table sets forth the computation of basic and diluted earnings per share (dollars and shares in
millions):
Year Ended December 31,
2024
2023
2022
Income from continuing operations
$
420
$
178
$
885
Net loss attributed to non-controlling interest
—
—
3
Income attributed to LP from continuing operations
420
178
888
Income from discontinued operations, net of income taxes
—
—
198
Net income attributed to LP
$
420
$
178
$
1,086
Weighted average common shares outstanding - basic
71
72
78
Dilutive effect of employee stock plans
—
—
—
Shares used for diluted earnings per share
71
72
78
Net income attributed to LP per share - basic:
Continuing operations
$
5.91
$
2.47
$
11.40
Discontinued operations
—
—
2.54
Net income attributed to LP per share - basic
$
5.91
$
2.47
$
13.94
Net income attributed to LP per share – diluted:
Continuing operations
$
5.89
$
2.46
$
11.34
Discontinued operations
—
—
2.52
Net income attributed to LP per share - diluted
$
5.89
$
2.46
$
13.87
5.
GOODWILL AND OTHER INTANGIBLE ASSETS
Changes in goodwill by segment for the years ended December 31, 2024 and 2023, are provided in the following
table (dollars in millions):
Siding
OSB
Total
Balance at December 31, 2022
$
4 $
16 $
19
Impairment charges
—
—
—
Balance at December 31, 2023
4
16
19
Impairment charges
—
—
—
Balance at December 31, 2024
$
4 $
16 $
19
62
Changes in other intangible assets for the years ended December 31, 2024 and 2023, are provided in the following
table (dollars in millions):
Timber
Licenses1
Developed
Technology
Trademarks
Total Other
Intangibles
Balance at December 31, 2022
$
28 $
15 $
2 $
45
Impairment
—
(7)
(2)
(9)
Amortization
(3)
(1)
—
(4)
Balance at December 31, 2023
25
7
—
32
Additions
1
—
—
1
Amortization
(3)
(1)
—
(3)
Balance at December 31, 2024
$
23 $
7 $
— $
30
1Timber licenses are included in timber and timberlands on the Consolidated Balance Sheets.
The Company’s goodwill and other intangible assets are evaluated for impairment annually during the fourth quarter
or more frequently if events indicate the carrying value of a reporting unit may not be recoverable. For the year
ended December 31, 2024, we did not recognize impairment for goodwill or other intangible assets. During the year
ended December 31, 2023, we recorded impairment charges of $9 million related to developed technology and
trademarks related to Entekra, which is discussed further in “Note 7 - Business Exit Credits and Charges.”
Included in the balance of timber licenses are values allocated to Canadian forest licenses whose initial value of $69
million is amortized over the estimated useful life of 20 to 25 years. Amortization expense related to definite-lived
intangible assets was $3 million for the year ended December 31, 2024 and $4 million and $5 million for the years
ended December 31, 2023 and 2022, respectively.
Amortization of the above-described intangible assets will be $3 million per year over the next five years.
6.
DISCONTINUED OPERATIONS
Engineered Wood Products (EWP)
In March 2022, the Company sold its 50% equity interest in two joint ventures that produce I-joists to Resolute
Forest Products Inc. for $59 million. The total net carrying value of our equity method investment at the date of sale
was $19 million, and the Company recognized a gain associated with the sale of $39 million within Income from
discontinued operations, net of income taxes in the Consolidated Statements of Income.
On August 1, 2022, the Company completed the sale of the assets related to the EWP segment. As a result of the
sale, the Company received $217 million in gross cash proceeds after taking into account working capital
adjustments. The Company paid $12 million in direct transaction costs, resulting in net proceeds of $205 million.
The net carrying value of the EWP assets at the time of sale was $87 million, which resulted in a pre-tax gain of
approximately $118 million within Income from discontinued operations, net of income taxes in the Consolidated
Statements of Income.
Upon closing, the Company entered into a transition services agreement, pursuant to which the Company agreed to
support the various activities of the EWP segment, which concluded during the year ended December 31, 2023.
The Company has classified the results of its EWP segment as discontinued operations in its Consolidated
Statements of Income for the prior periods presented.
63
The following table presents the financial results of the EWP segment (dollars in millions):
December 31, 20221
Net sales
$
455
Cost of sales
(355)
Gross profit
101
Selling, general, and administrative expenses
(10)
Other operating credits and charges, net
—
Income from operations of discontinued operations
91
Other non-operating items
—
Gain on disposal before income taxes
158
Income from discontinued operations before income taxes
249
Provision for income taxes
(51)
Income from discontinued operations, net of income taxes
$
198
1 Reflects operating results through August 1, 2022, when the assets related to the EWP segment were sold.
The following summarizes the total cash provided by operations and total cash used for investing activities related to
the EWP segment and included in the Consolidated Statements of Cash Flows (dollars in millions):
2022
Net cash provided by discontinued operating activities
$
16
Net cash provided by (used in) discontinued investing activities
$
261
Net cash provided by discontinued investing activities for the year ended December 31, 2022, included $59 million
of proceeds from the sale of our 50% equity interest in two joint ventures that produced I-joists and $205 million of
net proceeds from the sale of the EWP segment assets. Capital expenditures for discontinued operations totaled
$3 million for the year ended December 31, 2022. Included in net cash provided by discontinued operating activities
is depreciation and amortization of $3 million for the year ended December 31, 2022.
7.
BUSINESS EXIT CREDITS AND CHARGES
During the second quarter of 2023, we ceased the manufacturing operations of Entekra, an off-site framing operation
previously reported within our “Other” category, which comprises other products that are not individually
significant. During 2024, the equity method investment held by Entekra sold substantially all of its net assets
resulting in a $16 million distribution to LP and a gain of $11 million, which was recorded within equity in
unconsolidated affiliate on the Consolidated Statements of Income. Business exit credits and charges, net consisted
of the following (dollar amounts in millions):
Year Ended December 31,
2024
2023
Impairment of property, plant and equipment, operating lease assets, and other
intangible assets1
$
— $
(24)
Gain on sale of assets from an equity method investment2
$
11 $
—
Restructuring and other related charges:
Inventory write-down3
—
(7)
Other expenses including personnel-related costs such as severance4
3
(1)
Total Business exit credits and charges
$
14 $
(32)
1Included within impairment of long-lived assets on the Consolidated Statements of Income.
2Included within equity in unconsolidated affiliate on the Consolidated Statements of Income.
3Included within cost of sales on the Consolidated Statements of Income.
64
4Included within other operating credits and charges, net on the Consolidated Statements of Income.
8.
INCOME TAXES
Income Tax Provision
The components of income from continuing operations before income taxes, including equity in unconsolidated
affiliates, were (dollars in millions):
Years Ended December 31,
2024
2023
2022
Domestic
$
469
$
207
$
961
Foreign
91
45
198
Total
$
560
$
252
$
1,159
The components of our income tax provision (benefit) from continuing operations were (dollars in millions):
Years Ended December 31,
2024
2023
2022
Current tax provision (benefit):
U.S. federal
$
97
$
17
$
180
State and local
18
(1)
51
Foreign
29
14
42
Net current tax provision
144
30
273
Deferred tax provision (benefit):
U.S. federal
(8)
22
(1)
State and local
(3)
1
(4)
Foreign
2
21
12
Net valuation allowance increase (decrease)
5
—
(6)
Net deferred tax provision (benefit)
(4)
44
1
Total income tax provision
$
140
$
74
$
274
We paid income taxes, net of refunds, of $124 million, $65 million, and $320 million during 2024, 2023, and 2022,
respectively. Included in our Consolidated Balance Sheet at December 31, 2024 is a net income tax receivable of $1
million, compared to a net income tax receivable of $22 million at December 31, 2023.
65
Deferred Taxes
The tax effects of significant temporary differences creating deferred tax assets and liabilities were (dollars in
millions):
December 31,
2024
2023
Deferred tax assets:
Accrued liabilities
$
22
$
21
Research expenditures
26
19
Inventories
11
14
Benefit relating to capital loss, operating loss, and credit carryforwards
9
10
Operating lease liabilities
7
8
Deferred revenue
3
3
Other deferred tax assets
13
11
Total deferred tax assets
91
86
Valuation allowance
(10)
(4)
Total deferred tax asset after valuation allowance
81
82
Deferred tax liabilities:
Property, plant and equipment
(192)
(194)
Unremitted foreign earnings
(19)
(21)
Operating lease assets
(7)
(8)
Investment in Entekra
—
(7)
Other deferred tax liabilities
(4)
(4)
Total deferred tax liabilities
(222)
(234)
Net deferred tax liabilities
$
(141) $
(152)
Balance sheet classification:
Long-term deferred tax asset
$
4
$
11
Long-term deferred tax liability
(145)
(162)
Net deferred tax liabilities
$
(141) $
(152)
The benefit relating to capital loss, operating loss, and credit carryforwards included in the above table at
December 31, 2024, consisted of (dollars in millions):
Operating Loss
Benefit Amount
Valuation
Allowance
Expiration
Beginning in
Canadian capital loss carryforwards
—
4
(4)
No expiration
Mexico operating loss carryforwards
2
1
(1)
2033
State credit carryforwards
—
4
(2)
2034
Total
$
9 $
(7)
66
We periodically review the need for valuation allowances against deferred tax assets and recognize these deferred
tax assets to the extent that their realization is more likely than not. As part of our review, we consider all positive
and negative evidence, including earnings history, the future reversal of deferred tax liabilities, and the relevant
expirations of carryforwards. We believe that the valuation allowances provided are appropriate. If future years’
earnings differ from the estimates used to establish these valuation allowances, or other objective positive or
negative evidence arises, we may record an adjustment to the valuation allowance resulting in an impact on tax
provision (benefit) for that period.
In 2023 we made the determination that a substantial portion of unremitted foreign earnings was no longer
indefinitely reinvested and as of December 31, 2023, we recorded a deferred tax liability of $21 million related to
the taxes expected to be imposed upon the repatriation of such foreign earnings to the United States. As of
December 31, 2024, the deferred tax liability related to unremitted foreign earnings was $19 million.
Over the last several years, the Organization for Economic Cooperation and Development (OECD) has developed an
Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two model rules applicable to large
multinational corporations which would establish a global per-country minimum tax of 15%. While the United
States has not enacted legislation to adopt Pillar Two and it is uncertain if it will do so in the future, certain countries
in which we operate have enacted such legislation. Specifically, the Canadian government enacted legislation in
2024 implementing aspects of the OECD’s minimum tax rules effective in the 2024 fiscal year and released draft
legislation proposed to implement further aspects effective for the 2025 fiscal year. In addition, in 2024, the
Brazilian National Congress approved legislation implementing a tax measure to take effect in the 2025 fiscal year
that is largely aligned with certain aspects of the OECD’s minimum tax rules under the Pillar Two framework. No
other jurisdictions in which LP operates have enacted Pillar Two legislation at this time. At this time, we do not
expect Pillar Two legislation to have a material impact on our effective tax rate or our consolidated results of
operations, financial position or cash flows. The Company will continue to monitor future developments to
determine any potential impact in the countries in which we operate.
Reconciliation of the U.S. Federal Statutory Rate to the Effective Rate
Reconciliation of the U.S. federal statutory tax rate to the total effective tax rates from continuing operations (dollars
in millions):
Years Ended December 31,
2024
2023
2022
Amount
($)
Percent
(%)
Amount
($)
Percent
(%)
Amount
($)
Percent
(%)
U.S. Federal tax rate
$
118
21 % $
53
21 % $
243
21 %
State and local income taxes
13
2
8
3
34
3
Effect of foreign tax rates
9
2
3
1
9
1
Uncertain tax positions
(2)
—
7
3
(2)
—
Unremitted foreign earnings
1
—
25
10
—
—
Non deductible compensation
3
1
6
2
6
—
Tax credits
(5)
(1)
(5)
(2)
(4)
—
Prior year changes in tax laws and positions
3
—
(9)
(3)
—
—
Revisions to prior year estimates
—
—
(7)
(3)
2
—
Other items, net
—
—
(7)
(3)
(14)
(1)
Provision for income taxes
$
140
25 % $
74
29 % $
274
24 %
We are subject to U.S. federal income tax as well as income taxes of multiple state jurisdictions. Our foreign
subsidiaries are subject to income tax in Canada, Chile, Brazil, Peru, Colombia, Argentina, Paraguay, and Mexico.
67
We generally remain subject to U.S. federal and state examinations for tax years 2018 and subsequent. In addition to
the U.S., we have tax years that remain open and subject to examination by tax authorities in the following major tax
jurisdictions: Brazil and Chile for tax years 2017 and subsequent; and Canada for tax years 2019 and subsequent.
Our tax returns are currently under examination by tax authorities in the U.S. for years 2018, 2019, and 2020, and in
Chile for years 2016 and 2020.
Uncertain Tax Positions
Tabular reconciliation of the total amount of unrecognized tax benefits at the beginning and end of the years (dollars
in millions):
December 31,
2024
2023
2022
Beginning balance
$
13
$
6
$
9
Increases:
Tax positions taken in current year
1
1
1
Tax positions taken in prior years
—
6
—
Decreases:
Settlements with taxing authorities in current year
(3)
—
—
Lapse of statute in current year
—
—
(4)
Ending balance
$
11
$
13
$
6
Included within other long-term liabilities on our Consolidated Balance Sheets at December 31, 2024, are $11
million of tax benefits that, if recognized, would affect our effective tax rate. We accrued and paid no interest during
2024. We accrued interest of $2 million and paid no interest during 2023.
9.
LEASES
Our lease portfolio consists primarily of real estate, mobile equipment at our manufacturing facilities, rail cars to
transport our products, and a fleet of vehicles. We determine if an arrangement is a lease at contract inception. A
lease exists when a contract conveys to the customer the right to control the use of identified property, plant, or
equipment for a period of time in exchange for consideration.
As most of our leases do not provide an implicit rate, we used our incremental borrowing rate based on the
information available at the commencement date in determining the present value of lease payments. The lease term
for all our leases includes the non-cancellable period of the lease plus any additional periods covered by either an
option to extend (or not to terminate) the lease that we are reasonably certain to exercise, or an option to extend (or
not to terminate) the lease controlled by the lessor.
As of December 31, 2024, our weighted average discount rate was 3%, and our weighted average remaining lease
term was five years for operating leases.
68
Our operating leases are included in our Consolidated Balance Sheets and Consolidated Statements of Income as
follows (dollars in millions):
Classification
December 31,
Consolidated Balance Sheet
2024
2023
Assets:
Operating lease assets
Operating lease assets, net
$
25 $
25
Total lease assets
$
25 $
25
Liabilities:
Current
Operating
Accounts payable and accrued liabilities
$
8 $
6
Non-current
Operating
Non-current operating lease liabilities
24
25
Total lease liabilities
$
32 $
32
For the years ended December 31, 2024 and 2023, we incurred operating lease expenses of $8 million and
$10 million, respectively, included within costs of sales and selling, general and administrative expenses. We made
cash payments of $7 million and $10 million during the years ended December 31, 2024 and 2023, respectively,
related to our operating leases. We further incurred operating lease expense of $5 million and $4 million related to
short-term rent expense for the years ended December 31, 2024 and 2023, respectively.
We obtained right of use (ROU) assets in exchange for new operating lease liabilities of $7 million and $4 million
for the years ended December 31, 2024 and 2023, respectively. We did not enter into any financing leases during
2024 or 2023.
In connection with the Entekra shutdown described in "Note 7 - Business Exit Credits and Charges,” we terminated
the related lease arrangements and derecognized the associated operating lease assets and liabilities, resulting in a
non-cash pre-tax impairment charge of $3 million for the year ended December 31, 2023.
The following table sets forth the minimum lease payments that are expected to be made in each of the years
indicated (dollars in millions):
Operating Leases
2025
$
9
2026
8
2027
5
2028
4
2029
3
2030 and thereafter
7
Total lease payments
35
Less: Interest
(3)
Present value of lease liabilities
$
32
69
10.
LONG-TERM DEBT
December 31, 2024
December 31, 2023
(Dollars in millions)
Interest
Rate
Principal
Unamortized
Debt Costs
Total
Principal
Unamortized
Debt Costs
Total
Debentures:
Senior unsecured notes, maturing 2029,
interest rates fixed
3.625%
$
350
$
(2) $
348
$
350
$
(3) $
347
Amended Credit Facility, maturing
2028, interest rates variable
varies
—
—
—
—
—
—
Total
350
(2)
348
350
(3)
347
Less: current portion
—
—
—
—
Long-term portion
$
350
$
(2) $
348
$
350
$
(3) $
347
Senior Notes
In March 2021, we issued $350 million of 3.625% Senior Notes due in 2029 (2029 Senior Notes). We may redeem
the 2029 Senior Notes, in whole or in part, prior to March 15, 2024, at a redemption price equal to 100% of the
principal amount thereof plus a “make-whole” premium set forth in the indenture governing our 2029 Senior Notes,
plus accrued and unpaid interest, if any, to, but not including, the date of redemption. Since March 15, 2024, we
have had the option, on one or more occasions, to redeem all or any portion of these notes at the redemption prices
set forth in the indenture governing the 2029 Senior Notes, plus accrued and unpaid interest, if any, to, but not
including, the date of redemption. The indenture governing the 2029 Senior Notes contains certain covenants that,
among other things, limit our ability to grant liens to secure indebtedness, engage in sale and leaseback transactions,
merge or consolidate or sell all or substantially all of our assets. If we are subject to a "change of control," as defined
in the indenture governing our 2029 Senior Notes, we are required to offer to repurchase the 2029 Senior Notes at a
purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, thereon to, but
not including, the date of purchase. The indenture governing the 2029 Senior Notes contains customary events of
default, including failure to make required payments on the 2029 Senior Notes, failure to comply with certain
agreements or covenants contained in the indenture governing our 2029 Senior Notes, failure to pay or acceleration
of certain other indebtedness and certain events of bankruptcy and insolvency. An event of default in the indenture
allows either the indenture trustee or the holders of at least 25% in aggregate principal amount of the then-
outstanding 2029 Senior Notes to accelerate, or in certain cases, automatically causes the acceleration of, the
amounts due under the 2029 Senior Notes.
Deferred debt costs are amortized over the life of the related debt using a straight-line basis which approximates the
effective interest method. If the debt is retired early, the related unamortized deferred financing costs are written off
in the period the debt is retired to other non-operating items.
Credit Facilities
In November 2022, LP entered into a Second Amended and Restated Credit Agreement with American AgCredit,
PCA, as administrative agent and sole lead arranger, CoBank, ACB, as letter of credit issuer, and certain other
lender parties (the Credit Agreement), relating to its revolving credit facility (as amended, the Amended Credit
Facility). The Credit Agreement provides for a revolving credit facility in the principal amount of up to
$550 million, with a $60 million sub-limit for letters of credit. The Credit Agreement amended and restated the
Amended and Restated Credit Agreement entered into by the Company and certain other parties dated as of June 27,
2019, as amended prior to the effectiveness of the Credit Agreement (as defined above), in its entirety to, among
other things, (i) reflect the release of the collateral that secures the indebtedness evidenced by the Credit Agreement
as a result of the Company’s obtaining an Investment Grade rating in November 2022 (which collateral may be
reinstated from time to time in accordance with the terms of the Credit Agreement), (ii) extend the maturity date to
November 29, 2028, (iii) make certain changes to effect a transition from the LIBOR interest rate benchmark to
Term SOFR Rate (as defined in the Credit Agreement) and (iv) provide for certain other modifications (including
modifications to certain basket and threshold levels in the negative covenants) as set forth in the Credit Agreement.
70
There were no outstanding amounts borrowed under the Amended Credit Facility as of December 31, 2024.
Revolving borrowings under the Amended Credit Facility accrue interest, at our option, at either (a) a “base rate”
plus a margin of 0.500% to 1.500% or (b) Adjusted Term SOFR (i.e., Term SOFR Rate plus an adjustment of
0.10%) plus a margin of 1.500% to 2.500%. The Amended Credit Facility also includes an unused commitment fee,
due quarterly, ranging from 0.200% to 0.425%. The applicable margins and fees within these ranges are based on
our ratio of consolidated Earnings before interest, taxes, depreciation and amortization (EBITDA) to cash interest
charges. The “base rate” is the highest of (i) the Federal funds rate plus 0.5%, (ii) the U.S. prime rate, and (iii) one-
month Adjusted Term SOFR plus 1.0%.
The Credit Agreement contains various restrictive covenants and customary events of default, the occurrence of
which could result in the acceleration of our obligation to repay the indebtedness outstanding thereunder. The Credit
Agreement also contains financial covenants that, among other things, require us and our consolidated subsidiaries
to have, as of the end of each fiscal quarter, a capitalization ratio (i.e., funded debt less unrestricted cash to total
capitalization) of no more than 57.5%.
In May 2024, LP entered into a new letter of credit facility agreement, replacing the letter of credit facility
agreement dated May 2020. This agreement provides for the funding of letters of credit up to an aggregate
outstanding amount of $20 million, which may be secured by certain cash collateral of LP (the Letter of Credit
Facility). The Letter of Credit Facility provides for a letter of credit fee, due quarterly, ranging from 1.000% to
1.875% of the daily available amount to be drawn on each letter of credit issued under the Letter of Credit Facility.
The Letter of Credit Facility is subject to similar affirmative, negative, and financial covenants as those set forth in
the Credit Agreement, including the capitalization ratio covenant. All amounts outstanding under the Letter of Credit
Facility become due on April 15, 2029.
As of December 31, 2024, we were in compliance with all financial covenants under the 2029 Senior Notes, the
Credit Agreement and the Letter of Credit Facility.
Deferred debt costs are amortized over the life of the related debt using a straight-line basis, which approximates the
effective interest method. Included in such amortized amounts are deferred debt costs associated with our Amended
Credit Facility of $3 million, which are recorded within other assets on our Consolidated Balance Sheets. We
amortized deferred debt costs of $1 million for each of the years ended December 31, 2024, 2023, and 2022.
The weighted average interest rate for all long-term debt at both December 31, 2024 and 2023 was approximately
3.6%. Required repayment of principal for long-term debt is as follows (dollars in millions):
Years ending December 31,
2025
$
—
2026
—
2027
—
2028
—
2029
350
Total
$
350
We estimated the 2029 Senior Notes to have a fair value of $323 million and $314 million at December 31, 2024
and 2023, respectively, based upon market quotations. Fair values were based on trading activity among the
Company’s lenders and the average bid and ask price as determined using published rates (Level 1 in the U.S.
GAAP fair value hierarchy).
11.
STOCKHOLDERS' EQUITY
Preferred Stock
We are authorized to issue up to 15,000,000 shares of preferred stock at $1.00 par value. At December 31, 2024, no
shares of preferred stock have been issued.
71
Stock Award Plan
We have a stock-based compensation plan under which stock options, SSARs, restricted stock, restricted stock units,
and performance stock units may be granted. At December 31, 2024, approximately four million shares were
available under the current plan for these awards.
Year ended December 31,
(Dollars in millions)
2024
2023
2022
Total stock-based compensation expense (cost of sales and selling,
general and administrative)
$
20 $
13 $
19
Income tax benefit related to stock-based compensation
$
3 $
2 $
8
Impact on cash flow due to taxes paid related to net share settlement of
equity awards
$
(11) $
(12) $
(16)
We recognize the compensation costs on a straight-line basis over the requisite service period of the award, which is
generally the vesting term of three years.
SSARs
Prior to January 1, 2018, we granted SSARs to key employees under the Company's then-current stock award plan.
On exercise, we generally issue these shares from treasury. The SSARs were granted at market price at the date of
grant. The SSARs became exercisable over three years and expire ten years after the date of grant. All outstanding
SSARs were vested as of December 31, 2024.
Restricted Stock Units and Performance Stock Units
We grant time-vested restricted stock units (RSUs) and performance stock units (PSUs) to certain key employees
and time-vested restricted stock units to non-employee directors under our stock award plan. RSUs generally vest (i)
ratably over a three-year vesting period for employees and (ii) in full on the first anniversary of the grant date for
non-employee directors. Certain of these awards are eligible to receive dividend equivalent shares. The grant date
fair value of these awards approximates market value of the shares. PSUs generally vest based upon the attainment
of certain performance and market metrics over a three-year cumulative performance period. Awards based upon the
achievement of the performance goals are earned ratably from 0% to 200%. If the threshold performance level for
the relevant performance goal is met at the end of the performance period, the award may be adjusted based on LP's
three-year total shareholder return (TSR) performance relative to a capital market peer group. This TSR modifier can
increase or decrease the award by 20%, although the TSR modifier cannot cause the award to exceed the maximum
of 200%.
72
Summary of Stock Awards Outstanding
The following table summarizes stock awards as of December 31, 2024, as well as activity during the last year.
Stock Options / SSARS
Restricted Stock Units and
Performance Stock Units
Number of
Awards
Weighted
Average
Exercise Price
Number of
Awards
Weighted
Average Grant
Date Fair
Value
Outstanding at December 31, 2023
140,711 $
17.50
567,991 $
62.59
Granted
—
—
286,006
72.29
Exercised
(137,561)
17.54
(259,964)
57.12
Vested
—
—
—
—
Forfeited/cancelled
—
—
(18,511)
69.31
Outstanding at December 31, 2024
3,150 $
15.90
575,522 $
68.87
Vested and expected to vest at December 31, 20241
3,150 $
15.90
Exercisable at December 31, 2024
3,150 $
15.90
Unrecognized compensation costs (in millions)
$
—
$
10
To be recognized over weighted-average period of
years
0
1
1 Expected to vest based upon historical forfeiture rate.
The aggregate intrinsic value of the stock options and SSARs is the total pre-tax intrinsic value (the difference
between our closing stock price on the last trading day of a fiscal year and the exercise price, multiplied by the
number of in-the-money options and SSARs) that would have been received by the holders had all holders exercised
their awards on the last day of such fiscal year. This amount changes based on the market value of our stock, as
reported by the New York Stock Exchange. The intrinsic value of SSARs and stock options exercised in the years
ended December 31, 2024, 2023, and 2022 was $13 million, $3 million, and $4 million, respectively.
The total fair value of awards vested during the years ended December 31, 2024, 2023, and 2022, was $19 million,
$31 million, and $42 million, respectively.
Share Repurchases
On May 3, 2022, our Board of Directors authorized a share repurchase program (2022 Share Repurchase Program)
under which we may repurchase shares of our common stock totaling up to $600 million.
On May 7, 2024, LP’s Board of Directors authorized the 2024 Share Repurchase Program under which we may
repurchase shares of its common stock totaling up to $250 million.
During 2024, we paid $212 million to repurchase approximately 2 million shares of our common stock through
market purchases at an average price of $87.98 per share. No purchases were made under the 2022 Share
Repurchase Program during 2023. During 2022, we paid $900 million to repurchase approximately 14 million
shares of our common stock through market purchases at an average price of $62.37 per share.
We had an aggregate of $238 million of repurchase authorization remaining under the 2024 Share Repurchase
Program as of December 31, 2024.
Employee Stock Purchase Plan
Our employee stock purchase plan (ESPP) provides our participating employees an opportunity to obtain shares of
our common stock at a discount (through payroll deductions over six-month periods). At December 31, 2024, 2
million shares of common stock were reserved for issuance under the ESPP.
73
12.
OTHER OPERATING AND NON-OPERATING INCOME (EXPENSE)
Other operating credits and charges, net
The major components of Other operating credits and charges, net in the Consolidated Statements of Income for the
years ended December 31, 2024, 2023, and 2022 are reflected in the table below and described in the paragraphs
following the table (dollars in millions):
Year Ended December 31,
2024
2023
2022
Insurance recoveries
$
—
$
—
$
15
Legal settlement
3
(16)
—
Reorganization charges
(2)
(8)
(7)
Product liability settlement
—
—
8
Gain (loss) on asset sales
(2)
6
(1)
Other
(3)
(1)
—
$
(4) $
(19) $
16
During 2024, we received $3 million related to legal settlements, incurred severance and other charges of $2 million
related to certain reorganizations, and recognized a $2 million loss on the sale of assets.
During 2023, we agreed to pay $16 million to resolve certain patent-related claims and to obtain certain patent
rights. We incurred severance and other charges of $8 million related to certain reorganizations and recognized a
$6 million gain on the sale of assets.
During 2022, we received $15 million in insurance recoveries related to business interruption claims for weather-
related downtime sustained in the prior year. We incurred severance and other charges of $7 million related to
certain reorganizations and we recognized a charge of $2 million related to additional estimated environmental costs
associated with a non-operating site.
Non-operating income (expense)
Non-operating income (expense) is comprised of the following components (dollars in millions):
Year Ended December 31,
2024
2023
2022
Interest expense
$
(14) $
(17) $
(14)
Amortization of debt charges
(1)
(1)
(1)
Capitalized interest
1
4
5
Interest expense, net of capitalized interest
$
(14) $
(14) $
(11)
Interest income
$
22
$
18
$
14
Investment income
$
22
$
18
$
14
Net periodic pension cost, excluding service cost
$
—
$
—
$
(6)
Foreign currency gain (loss), net
9
(40)
(11)
Pension settlement charges
—
(4)
(82)
Other
—
1
2
Other non-operating items
$
9
$
(43) $
(97)
During 2024, we recognized $9 million of foreign currency gains primarily driven by $4 million and $5 million of
transactional gains on Canadian and South American exchange rates, respectively.
74
During 2023, we completed the termination of our U.S. and Canadian defined benefit pension plans resulting in the
recognition of non-cash, pre-tax charges of $4 million. Additionally, we recognized $40 million of foreign currency
losses primarily driven by $32 million of transactional losses on the Argentine peso.
During 2022, we recognized $82 million of pension settlement expense related to a portion of the unrecognized
actuarial loss that was included in accumulated comprehensive loss.
13.
IMPAIRMENT OF LONG-LIVED ASSETS
We review the carrying values of our long-lived assets for potential impairments and believe we have adequate
support for the carrying value of each of these assets based upon the anticipated cash flows that result from our
estimates of future demand, pricing, and production costs, assuming certain levels of planned capital expenditures.
However, if demand and pricing for our products fall to levels significantly below cycle average demand and
pricing, should we decide to invest capital in alternative projects, or should changes occur related to our wood
supply for our mills, it is possible that future impairment charges will be required.
We also review from time to time possible dispositions of various assets in light of current and anticipated economic
and industry conditions, our strategic plan, and other relevant factors. Because a determination to dispose of
particular assets can require management to make assumptions regarding the transaction structure of the disposition
and to estimate the net sales proceeds, which may be less than previous estimates of undiscounted future net cash
flows, we may be required to record impairment charges in connection with decisions to dispose of assets.
During 2024, we recorded $5 million of pre-tax impairment charges, related to property, plant, and equipment at our
Wawa facility. The impairment charge recognized during the period pertains to equipment acquired that will not be
utilized in future operations. During 2023, we recorded $30 million of non-cash, pre-tax impairment charges,
$24 million of which was related to the shutdown of Entekra, including $13 million of property, plant, and
equipment, $9 million of intangible assets, and $3 million related to operating lease assets. See further discussion in
“Note 7 - Business Exit Credit and Charges”. Further, $6 million of non-cash, pre-tax impairment charges were
recognized related to the Granite City, Illinois facility which subsequently closed in 2024, including $4 million of
property, plant, and equipment and $2 million related to operating lease assets. During 2022, we recognized
$1 million of pre-tax impairment charges. These assets were written down to fair value based on Level 2 inputs
under ASC 820, Fair Value Measurement, using quoted market prices.
75
14.
COMMITMENTS AND CONTINGENCIES
We maintain reserves for various contingent liabilities as follows (dollars in millions):
December 31,
2024
2023
Environmental reserves
$
28
$
26
Other reserves
—
—
Total contingencies
28
26
Current portion1
(1)
(1)
Long-term portion
$
27
$
25
1The current portion of the contingency reserve is included in accounts payable and accrued liabilities on our Consolidated Balance Sheets.
Estimates of our loss contingencies are based on various assumptions and judgments. Due to the numerous
uncertainties and variables associated with these assumptions and judgments, both the precision and reliability of the
resulting estimates of the related contingencies are subject to substantial uncertainties. We regularly monitor our
estimated exposure to contingencies and, as additional information becomes known, may change our estimates
significantly. While no estimate of the range of any such change can be made at this time, the amount that we may
ultimately pay in connection with these matters could materially exceed, in either the near term or the longer term,
the amounts accrued to date. Our estimates of our loss contingencies do not reflect potential future recoveries from
insurance carriers except to the extent that recovery may, from time to time, be deemed probable as a result of an
insurer’s agreement to payment terms.
Environmental Matters
We maintain a reserve for undiscounted estimated environmental loss contingencies. This reserve is primarily for
estimated future costs of remediation of hazardous or toxic substances at numerous sites currently or previously
owned by the Company. Our estimates of our environmental loss contingencies are based on various assumptions
and judgments, the specific nature of which varies considering the particular facts and circumstances surrounding
each environmental loss contingency. These estimates typically reflect assumptions and judgments as to the
probable nature, magnitude, and timing of the required investigation, remediation and/or monitoring activities and
the probable cost of these activities, and in some cases reflect assumptions and judgments as to the obligation or
willingness and ability of third parties to bear a proportionate or allocated share of the cost of these activities. Due to
the numerous uncertainties and variables associated with these assumptions and judgments, and the effects of
changes in governmental regulation and environmental technologies, both the precision and reliability of the
resulting estimates of the related contingencies are subject to substantial uncertainties. We regularly monitor our
estimated exposure to environmental loss contingencies and, as additional information becomes known, may change
our estimates significantly.
The activity in our reserve for estimated environmental loss contingency reserves is summarized in the following
table (dollars in millions):
Year Ended December 31,
2024
2023
Beginning balance
$
26
$
27
Adjustments to expense during the year (other operating credits charges, net and cost of
sales)
2
—
Payments made
(1)
(1)
Ending balance
$
28
$
26
During 2024 and 2023, we adjusted our reserves at several sites to reflect current estimates of remediation costs and
environmental settlements.
76
Other Proceedings
We are party to other legal proceedings in the ordinary course of business. Based on the information currently
available, we do not believe that the resolution of such proceedings could reasonably be expected to have a material
adverse effect on our financial position, results of operations, cash flows, or liquidity.
Self-Insurance
We are primarily self-insured for workers’ compensation and employee health care liability costs. Self-insurance
liabilities for workers’ compensation are determined based upon a valuation performed by an actuarial firm. The
estimate of future workers’ compensation liabilities incorporates loss development and an estimate associated with
incurred but not yet reported claims. These claims are discounted. Self-insurance liabilities for employee health costs
are determined actuarially based upon claims filed and estimated claims incurred but not yet reported. These claims
are discounted.
Indemnities and Guarantees
We are a party to certain contracts in which we agree to indemnify third parties for certain liabilities that arise out of
or relate to the subject matter of the contract. In some cases, this indemnity extends to related liabilities arising out
of the negligence of the indemnified parties, but usually excludes any liabilities caused by gross negligence or
willful misconduct of the indemnified parties. We cannot estimate the potential amount of future payments under
these agreements until events arise that would trigger the liability.
Additionally, in connection with certain sales of assets and divestitures of businesses, we have agreed to indemnify
the applicable buyer and certain related parties for certain losses or liabilities incurred by the buyer or such related
parties with respect to (1) the representations and warranties made to the buyer by us in connection with the
applicable sale or divestiture and (2) liabilities related to the pre-closing operations of the assets or businesses sold.
Indemnities related to pre-closing operations generally include environmental liabilities, tax liabilities, and other
liabilities not assumed by the buyer.
Indemnities related to the pre-closing operations of sold assets or divested businesses typically do not represent
added liabilities for us, but simply serve to protect the buyer from potential liability associated with the obligations
that existed (known and unknown) at the time of the sale. We record accruals for those pre-closing obligations that
are considered probable and estimable. We have not accrued any additional amounts as a result of the indemnity
agreements summarized below, as we believe the fair value of the guarantees is not material.
•
In connection with various sales of our timberlands, we have agreed to indemnify the relevant buyers with
respect to losses resulting from breaches of limited representations and warranties contained in the related
agreements. These indemnities generally are capped at a maximum potential liability and have an
unspecified duration.
We also have various other indemnities that are individually and in the aggregate immaterial.
We record a liability related to specific indemnification when future payment is probable, and the amount is
estimable.
77
15.
PRODUCT WARRANTIES
We offer warranties on the sale of most of our products and record an accrual for estimated future claims. Such
accruals are based upon historical experience and management’s estimate of the level of future claims. The activity
in warranty reserves is summarized in the following table (dollars in millions):
Year Ended December 31,
2024
2023
Beginning balance
$
8
$
8
Changes in warranty provision
—
1
Payments made
(1)
(2)
Total warranty reserves
6
8
Current portion of warranty reserves
(2)
(2)
Long-term portion of warranty reserves
$
5
$
6
The current portion of the warranty reserve is included in accounts payable and accrued liabilities, and the long-term
portion is included in other long-term liabilities on our Consolidated Balance Sheets.
We believe that the warranty reserve balances at December 31, 2024 are adequate to cover future warranty
payments. However, it is possible that additional charges may be required.
16.
RETIREMENT PLANS AND POST-RETIREMENT BENEFITS
We sponsor various defined contribution retirement plans and benefit pension plans that provide retirement benefits
to substantially all our employees. Most regularly scheduled employees are eligible to participate in the defined
contribution retirement plans except those covered by a collective bargaining agreement unless the collective
bargaining agreement explicitly allows for participation in our plans. We contribute to a multiemployer plan for
certain employees covered by collective bargaining agreements. We also provide other post-retirement benefits
consisting primarily of healthcare benefits to certain retirees who meet age and service requirements. The defined
benefit pension plans were limited to active and retired employees that were eligible prior to the plans being frozen.
The defined benefit pension plans were substantially settled through lump sum distributions and purchase of third-
party annuity contracts in 2022.
Defined Benefit Pension Plans
During the year ended December 31, 2022, the Company initiated the termination of our frozen U.S. and Canadian
defined benefit pension plans (collectively, the Plan). Plan participants were provided the opportunity to receive
their full accrued benefits from Plan assets by either electing immediate lump sum distributions or annuity contracts
with a qualifying third-party annuity provider. During the year ended December 31, 2022, we contributed $5 million
to fund the liquidation of the Plan. Plan assets of $247 million were liquidated to fund lump sum distributions to
participants and purchase annuity contracts. As a result, a substantial portion of the Plan was settled during the year
ended December 31, 2022, resulting in recognition of non-cash, pre-tax charges of $82 million from Accumulated
comprehensive loss to Other non-operating items in our Consolidated Statements of Income. Upon final termination
of the Plan in 2023, we recognized $6 million of non-cash, pre-tax charges from Accumulated comprehensive loss
and realized pre-tax gains of $2 million related to refunds from the annuity provider to the Plan associated with the
final reconciliation of participant data. The remaining Plan asset balance of $2 million was refunded in 2023.
We incurred actuarial gains of $47 million in 2022 primarily related to a change in interest rates from prior year-end
to those effective for settling the benefit plan obligations and actual return on Plan assets of $33 million primarily
related to market returns realized prior to the pension settlement dates.
The changes recognized in other comprehensive loss were as follows (dollars in millions):
78
Year Ended December 31,
2024
2023
2022
Pension settlements, net of tax
$
—
$
4
$
62
Net actuarial gain (loss) and prior service (cost) arising during the
period, net of tax
—
—
5
Amortization of actuarial loss, prior service cost, net of tax
—
—
4
Total amounts recognized in other comprehensive income
$
—
$
4
$
71
The following table sets forth the net periodic pension cost for our defined benefit pension plans. The components of
our net periodic pension costs consisted of the following (dollars in millions):
Year Ended December 31,
2024
2023
2022
Service cost
$
—
$
1
$
3
Other components of net periodic pension cost:
Interest cost
—
—
7
Expected return on plan assets
—
—
(7)
Amortization of prior service cost and net transition asset
—
—
1
Amortization of net actuarial loss
—
—
5
Net periodic pension cost before loss due to settlement
—
1
8
Loss due to pension settlement
—
4
82
Total net periodic pension cost
$
—
$
4
$
91
Net periodic pension cost included in cost of sales
$
—
$
—
$
—
Net periodic pension cost included in selling, general, and
administrative expenses
—
1
3
Net periodic pension cost included in other non-operating items
—
4
88
$
—
$
4
$
91
The weighted average assumptions used to calculate our net periodic pension costs for the year ended December 31,
2022, included a discount rate of 2.6% for both Canada and the U.S. Additionally, the expected return on plan assets
was 3.0% for the U.S. and 2.0% for Canada.
The expected long-term rate of return on plan assets reflects the weighted average expected long-term rates of return
for the broad categories of investments currently held in the plans (adjusted for expected changes), based on
historical rates of return for each broad category, as well as factors that may constrain or enhance returns in the
broad categories in the future. The expected long-term rate of return on plan assets is adjusted when there are
fundamental changes in expected returns in one or more broad asset categories and when the weighted average mix
of assets in the plans changes significantly.
Defined Contribution Plans
We also sponsor defined contribution plans in the U.S. and Canada. In the U.S., these plans are primarily 401(k)
plans for hourly and salaried employees that allow for pre-tax employee deferrals and a Company match of up to 5%
of an employee’s eligible wages (subject to certain limits). Under the profit-sharing feature of these plans, we may
elect to contribute a discretionary amount as a percentage of eligible wages. Included in the assets of the 401(k) and
profit-sharing plans are 0.4 million shares of LP common stock that represented approximately 8% of the total
market value of plan assets at December 31, 2024.
In Canada, we sponsor both defined contribution plans and Registered Retirement Savings Plans for hourly and
salaried employees that allow for employee tax deferrals. We provide a 100% match for employee contributions up
to 4% and provide a 50% match of employee's contributions from 4% to 6% (subject to certain limits).
79
Expenses related to the U.S. and Canadian defined contribution plans and the Registered Retirement Savings Plans,
including the profit-sharing feature, were $20 million, $15 million, and $23 million in 2024, 2023, and 2022,
respectively.
Other Benefit Plans
We have several plans that provide post-retirement benefits other than pensions, primarily for salaried employees in
the U.S. and certain groups of Canadian employees. The obligation at December 31, 2024 and 2023 for these post-
retirement benefits was $8 million and $8 million, respectively. The net expense related to these plans was not
significant in 2024, 2023, or 2022.
In 2004, we adopted the Louisiana-Pacific Corporation 2004 Executive Deferred Compensation Plan (the Deferred
Compensation Plan). Pursuant to the Deferred Compensation Plan, participants are eligible to defer up to 90% of
their base salary and annual cash incentives that exceed the limitation as set forth by the Internal Revenue Service
and receive a 5% match on their contributions. Each Deferred Compensation Plan participant is fully vested in all
employee deferred compensation and earnings credited associated with employee contributions. Employer
contributions and associated earnings vest over periods not exceeding five years. The liability under the Deferred
Compensation Plan amounted to $3 million as of December 31, 2024, and 2023, and is included in other long-term
liabilities on our Consolidated Balance Sheets.
17.
ACCUMULATED COMPREHENSIVE LOSS
Accumulated comprehensive loss includes cumulative translation adjustments, unrealized gains (losses) on certain
financial instruments, and pension and post-retirement adjustments. Other comprehensive income activity, net of
tax, is provided in the following table (dollars in millions):
Pension
Translation
Adjustments
Other
Total
Balance at December 31, 2021
$
(76) $
(96) $
(1) $
(174)
Reclassified to income statement, net of taxes1
—
—
1
1
Pension settlement loss, net of taxes
71
—
—
71
Translation adjustments
—
2
—
2
Balance at December 31, 2022
(5)
(94)
—
(99)
Reclassified to income statement, net of taxes1
—
—
—
—
Pension settlement loss, net of taxes
4
—
—
4
Translation adjustments
—
6
—
6
Balance at December 31, 2023
—
(89)
—
(89)
Reclassified to income statement, net of taxes1
—
—
—
—
Pension settlement loss, net of taxes
—
—
—
—
Translation adjustments
—
(33)
—
(33)
Balance at December 31, 2024
$
—
$
(122) $
—
$
(122)
1 Amounts of actuarial loss and prior service cost are components of net periodic benefit cost. See "Note 16 - Retirement Plans and Post-
Retirement Benefits" above for additional details.
Foreign translation adjustments exclude income tax expense (benefit) given that there are no deferred tax assets or
liabilities recorded on outside basis differences on the foreign subsidiaries to which the currency translation losses
relates and consequently the translation adjustments will not trigger an incremental U.S. tax effect. The pension
amounts reclassified from Accumulated comprehensive loss included an income tax provision of $1 million, and $23
million in 2023, and 2022, respectively. There was no impact to the income tax provision in 2024.
80
18.
SEGMENT INFORMATION
We operate in three segments: Siding, OSB, and LPSA. Our business units have been aggregated into these three
segments based upon the similarity of economic characteristics, customers, and distribution methods. Our results of
operations are summarized below for each of these segments separately as well as for the “Other” category, which
comprises other products that are not individually significant.
•
The Siding segment serves diverse end markets with a broad product portfolio of engineered wood siding,
trim, soffit, and fascia, including LP® SmartSide® Trim & Siding, LP® SmartSide® ExpertFinish® Trim &
Siding, LP BuilderSeries® Lap Siding, and LP® Outdoor Building Solutions® (collectively referred to as
Siding Solutions).
•
The OSB segment manufactures and distributes OSB structural panel products, including the innovative
value-added OSB product portfolio known as LP® Structural Solutions (which includes LP® TechShield®
Radiant Barrier, LP WeatherLogic® Air & Water Barrier, LP Legacy® Premium Sub-Flooring, LP
NovaCore® Thermal Insulated Sheathing, LP® FlameBlock® Fire-Rated Sheathing, and LP® TopNotch®
350 Durable Sub-Flooring).
•
The LPSA segment manufactures and distributes OSB structural panel and Siding Solutions products in
South America and certain export markets. This segment also sells and distributes a variety of companion
products to support the region’s transition to wood frame construction. The LPSA segment carries out
manufacturing operations in Chile and Brazil and operates sales offices in Argentina, Brazil, Chile,
Colombia, Mexico, Paraguay, and Peru.
The accounting policies of the segments are the same as those described in the Company’s summary of significant
accounting policies. We evaluate the performance of our business segments based on net sales and segment
Adjusted EBITDA. Accordingly, our chief operating decision maker, the chief executive officer, evaluates
performance and allocates resources based primarily on net sales and segment Adjusted EBITDA for our business
segments.
Segment Adjusted EBITDA is defined as income attributed to LP before interest expense, provision for income
taxes, depreciation and amortization, and excludes stock-based compensation expense, loss on impairment attributed
to LP, product-line discontinuance charges, other operating credits and charges, net, loss on early debt
extinguishment, investment income, pension settlement charges, and other non-operating items.
The chief operating decision maker uses both net sales and segment Adjusted EBITDA for each segment
predominantly in the annual budget and forecasting process. The chief operating decision maker considers budget-
to-actual variances on a quarterly basis for both measures when making decisions about the allocation of operating
and capital resources to each segment. The chief operating decision maker also uses segment Adjusted EBITDA to
assess the relative performance of each segment and to determine the compensation of certain employees.
Information about our product segments is as follows (dollars in millions):
Year Ended December 31, 2024
Siding
OSB
LPSA
Segment
Total
Other
Consolidated
Net sales
$
1,558 $
1,184 $
190 $
2,932 $
9 $
2,941
Cost of sales
(1,092)
(872)
(134)
(2,098)
(12)
(2,110)
Selling, general, and
administrative expenses
(155)
(62)
(20)
(238)
(54)
(291)
Adjustments to Adjusted EBITDA:
Depreciation and Amortization
74
45
6
126
—
126
Other charges1
5
3
—
8
14
22
Adjusted EBITDA
$
390 $
298 $
42 $
730 $
(42) $
688
1Other charges includes stock compensation, income (loss) non-controlling interest and income from equity in unconsolidated affiliates.
81
Year Ended December 31, 2023
Siding
OSB
LPSA
Segment
Total
Other
Consolidated
Net sales
$
1,328 $
1,026 $
205 $
2,559 $
22 $
2,581
Cost of sales
(1,005)
(789)
(151)
(1,945)
(42)
(1,988)
Selling, general, and
administrative expenses
(125)
(61)
(20)
(206)
(52)
(257)
Adjustments to Adjusted EBITDA:
Depreciation and Amortization
67
43
7
118
1
119
Other charges1
3
2
—
5
18
23
Adjusted EBITDA
$
269 $
220 $
42 $
531 $
(53) $
478
1Other charges includes stock compensation, income (loss) non-controlling interest and income from equity in unconsolidated affiliates.
Year Ended December 31, 2022
Siding
OSB
LPSA
Segment
Total
Other
Consolidated
Net sales
$
1,469 $
2,062 $
241 $
3,772 $
81 $
3,854
Cost of sales
(1,061)
(1,035)
(153)
(2,249)
(106)
(2,355)
Selling, general, and
administrative expenses
(120)
(65)
(20)
(205)
(59)
(264)
Adjustments to Adjusted EBITDA:
Depreciation and Amortization
46
71
8
125
4
129
Other charges1
4
2
1
7
19
25
Adjusted EBITDA
$
339 $
1,034 $
77 $
1,450 $
(61) $
1,389
1Other charges includes stock compensation, income (loss) non-controlling interest and income from equity in unconsolidated affiliates.
82
Year Ended December 31,
2024
2023
2022
NET INCOME TO ADJUSTED EBITDA RECONCILIATION
Net income
$
420
$
178
$
1,083
Add (deduct):
Net loss attributed to non-controlling interest
—
—
3
Income from discontinued operations, net of income taxes
—
—
(198)
Income attributed to LP from continuing operations
420
178
888
Provision for income taxes
140
74
274
Depreciation and amortization
126
119
129
Stock-based compensation expense
20
13
19
Loss on impairment attributed to LP
5
6
1
Other operating credits and charges, net
8
18
(16)
Business exit credits and charges
(14)
32
—
Pension settlement charges
—
4
82
Interest expense
14
14
11
Investment income
(22)
(18)
(14)
Other non-operating items
(9)
39
15
Adjusted EBITDA
$
688
$
478
$
1,389
Year Ended December 31,
2024
2023
2022
Capital Expenditures
Siding
$
108 $
212 $
316
OSB
63
59
53
LPSA
9
19
20
Other
3
10
22
Total capital expenditures
$
183 $
300 $
412
Information concerning identifiable assets by segment is as follows (dollars in millions):
December 31,
2024
2023
Identifiable Assets
Siding
$
1,319
$
1,291
OSB
554
526
LPSA
145
165
Other
551
455
Total assets
$
2,569
$
2,437
Other segment related assets include cash and cash equivalents, short-term and long-term investments, corporate
assets, and other items.
83
Information concerning our geographic segments is as follows (dollars in millions):
Year Ended December 31,
2024
2023
2022
GEOGRAPHIC LOCATIONS
Total Sales—Point of origin
U.S.
$
2,611
$
2,265
$
3,329
Canada
675
610
827
LPSA
214
241
273
Inter-segment sales
(559)
(535)
(575)
Total Sales
$
2,941
$
2,581
$
3,854
Operating profit (loss)
U.S.
$
502
$
304
$
1,084
Canada
48
40
129
LPSA
36
35
70
Other operating credits and charges, net and loss on impairments of
assets
(10)
(49)
15
General corporate expense, loss on early debt extinguishment, other
income (expense), interest, net and equity in unconsolidated affiliates
(16)
(78)
(139)
Income before income taxes, including equity in unconsolidated
affiliates
560
252
1,159
Provision for income taxes
(140)
(74)
(274)
Income from continuing operations
$
420
$
178
$
885
Loss attributed to noncontrolling interest
—
—
3
Income attributed to LP from continuing operations
$
420
$
178
$
888
IDENTIFIABLE TANGIBLE LONG LIVED ASSETS
U.S.
$
1,063
$
996
$
939
Canada
468
472
356
South America
93
104
87
Total identifiable tangible long lived assets
$
1,624
$
1,572
$
1,382
84
ITEM 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
ITEM 9A.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of December 31, 2024, our Chief Executive Officer and Chief Financial Officer carried out, with the
participation of the Company’s management, a review and evaluation of the effectiveness of our disclosure controls
and procedures, as defined in Rule 13a-15(e) promulgated under the Exchange Act. Based upon this evaluation, the
Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2024, our disclosure
controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during our most recently
completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting,
as defined in Rule 13a-15(f) promulgated under the Exchange Act. Our management conducted an assessment of the
effectiveness of our internal control over financial reporting, as of the end of the period covered by this report, based
on the framework established by the Committee of Sponsoring Organizations of the Treadway Commission in
Internal Control-Integrated Framework (2013). Based on this assessment, our management has concluded that, as of
December 31, 2024, the Company’s internal control over financial reporting was effective. Our independent
registered public accounting firm, Deloitte & Touche LLP, has audited our internal control over financial reporting
as of the end of the period covered by this report, as stated in their report included herein.
85
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Louisiana-Pacific Corporation
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Louisiana-Pacific Corporation and subsidiaries (the
“Company”) as of December 31, 2024, based on criteria established in Internal Control— Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the
Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024,
based on criteria established in Internal Control— Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024 of the Company
and our report dated February 19, 2025, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s
Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness
of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Nashville, Tennessee
February 19, 2025
86
ITEM 9B.
Other Information
None of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1
trading arrangement during the quarter ended December 31, 2024.
ITEM 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
87
PART III
ITEM 10.
Directors, Executive Officers and Corporate Governance
DIRECTORS
Information regarding our directors is incorporated herein by reference to the material included under the caption
“Proposal 1: Election of Directors” in our Definitive Proxy Statement for our 2025 Annual Meeting of Stockholders
which we expect to file with the SEC within 120 days after the end of our 2024 fiscal year (2025 Proxy Statement).
EXECUTIVE OFFICERS
Information regarding our executive officers is included under the caption "Information About Our Executive
Officers" in Part I of this annual report on Form 10-K.
AUDIT COMMITTEE
Information regarding our Finance and Audit Committee is incorporated herein by reference to the material included
under the captions “Committees of the Board” and “Finance and Audit Committee” in our 2025 Proxy Statement.
CODE OF ETHICS
We have adopted a Code of Business Conduct and Ethics and a Financial Leadership Code of Ethics applicable to
our principal executive officer, principal financial officer, and principal accounting officer. Each of these
documents, as well as the charters of the Governance and Corporate Responsibility Committee, the Finance and
Audit Committee, the Compensation Committee and the Executive Committee are available on our website at http://
investor.lpcorp.com under the “Corporate Governance” tab under the section "Governance Documents".
A description of any substantive amendment or waiver of our Financial Leadership Code of Ethics or our Code of
Business Conduct applicable to our principal executive officer, our principal financial officer and our principal
accounting officer will be disclosed on our website at http://investor.lpcorp.com under the “Corporate Governance”
tab, in the “Governance Documents” section. Any such description will be located on our website for a period of 12
months following the amendment or waiver.
The information provided on our website is not a part of this annual report on Form 10-K and therefore is not
incorporated herein by reference.
INSIDER TRADING POLICY
The Company has insider trading policies and procedures that govern the purchase, sale and other dispositions of its
securities by directors, officers and employees. We believe these policies and procedures are reasonably designed to
promote compliance with insider trading laws, rules and regulations and applicable listing standards. A copy of our
Insider Trading Policy is filed with this annual report on Form 10-K as Exhibit 19.
ITEM 11.
Executive Compensation
Information regarding executive compensation is incorporated herein by reference to the material under the captions
“Compensation of Executive Officers” and “Director Compensation” in our 2025 Proxy Statement. Information
regarding our Compensation Committee is incorporated herein by reference to the material under the captions
“Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report” in our 2025
Proxy Statement.
ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Information regarding security ownership of certain beneficial owners and management and securities authorized for
issuance under our existing equity compensation plans and arrangements is incorporated herein by reference to the
material under the captions “Holders of Common Stock” and “Equity Compensation Plan Information” in the 2025
Proxy Statement.
88
ITEM 13.
Certain Relationships and Related Transactions, and Director Independence
There are no transactions of the type required to be disclosed by Item 404(a) of Regulation S-K. Information
regarding transactions with related persons and director independence is incorporated herein by reference to the
material under the captions “Nominees for Director,” “Continuing Directors,” “Principles of Corporate
Governance,” and “Related Person Transactions” in the 2025 Proxy Statement.
ITEM 14.
Principal Accountant Fees and Services
Information regarding fees and services provided by our principal accountant and the LP Finance and Audit
Committee’s pre-approval policies and procedures relating thereto is incorporated herein by reference to the material
under the caption “Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public
Accounting Firm” in the 2025 Proxy Statement.
89
PART IV
ITEM 15.
Exhibits, Financial Statement Schedules
A. Financial Statements and Financial Statement Schedules
The following financial statements of LP are included in this annual report on Form 10-K:
Consolidated Balance Sheets—December 31, 2024 and 2023.
Consolidated Statements of Income—years ended December 31, 2024, 2023, and 2022.
Consolidated Statements of Comprehensive Income—years ended December 31, 2024, 2023 and 2022.
Consolidated Statements of Cash Flows—years ended December 31, 2024, 2023, 2022.
Consolidated Statements of Stockholders’ Equity—years ended December 31, 2024, 2023 and 2022.
Notes to the Consolidated Financial Statements.
Report of Independent Registered Public Accounting Firm. (PCAOB ID No. 34)
No other financial statement schedules are required to be filed.
B. Exhibits
The exhibits filed or furnished, as applicable, as part of this annual report on Form 10-K or incorporated by
reference herein are listed below. Each management contract or compensatory plan or arrangement is identified by
an asterisk (*). Each prior LP filing, which contains an exhibit incorporated by reference herein, is filed under SEC
File No. 001-07107.
Exhibit
Number
Exhibit
3.1
Restated Certificate of Incorporation of LP. Incorporated herein by reference to Exhibit 3.2 to LP’s
Annual Report on Form 10-K for the year ended December 31, 2007.
3.2
Amended Certificate of Designation of Series A Junior Participating Cumulative Preferred Stock.
Incorporated herein by reference to Exhibit 3.3 to LP’s Quarterly Report on Form 10-Q for the
quarter ended June 30, 2009.
3.3
Second Amended and Restated Bylaws of LP. Incorporated herein by reference to Exhibit 3.1 to
LP’s Current Report on Form 8-K, filed on February 14, 2025.
4.1
Indenture, dated as of March 11, 2021, between LP and The Bank of New York Mellon Trust
Company, N.A., as trustee. Incorporated herein by reference to Exhibit 4.1 to LP's Current Report on
Form 8-K, filed on March 11, 2021.
4.2
Description of Securities. Incorporated herein by reference to Exhibit 4.2 to LP's Annual Report on
Form 10-K for the year ended December 31, 2020.
10.1
Second Amended and Restated Credit Agreement, dated November 29, 2022, among the Company,
as borrower, American AgCredit PCA, as administrative agent, CoBank, ACB, as letter of credit
issuer and lenders and voting participants party thereto. Incorporated herein by reference to Exhibit
10.1 to LP’s Current Report on Form 8-K, filed November 29, 2022.
10.2
Annual Cash Incentive Award Plan, Amended and Restated as of February 12, 2009. Incorporated
herein by reference to Appendix B to LP’s Definitive Proxy Statement on Schedule 14A, filed on
March 23, 2009.*
10.3
2004 Executive Deferred Compensation Plan, Amended and Restated, Effective January 1, 2024.
Incorporated herein by reference to Exhibit 10.3 to LP's Annual Report on Form 10-K for the year
ended December 31,2023.*
10.4
2008 Supplemental Executive Retirement Plan, Amended and Restated, Effective January 1, 2008.
Incorporated herein by reference to Exhibit 10.14 to LP's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2011.*
10.5
2013 Omnibus Stock Award Plan, Effective May 3, 2013. Incorporated herein by reference to Annex
A to LP’s Definitive Proxy Statement on Schedule 14A, filed on March 20, 2013.*
90
10.6
Amendment No 1 to Louisiana-Pacific Corporation 2013 Omnibus Stock Award Plan. Incorporated
herein by reference to Exhibit 10.26 LP's Annual Report on Form 10-K for the year ended December
31, 2017.*
10.7
Louisiana-Pacific Corporation 2019 Employee Stock Purchase Plan. Incorporated herein by
reference to Annex A to LP's Definitive Proxy Statement on Schedule 14A, filed on March 26,
2019.*
10.8
First Amendment to Louisiana-Pacific 2019 Employee Stock Purchase Plan. Incorporated herein by
reference to Exhibit 10.7 to LP’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2022.*
10.9
Form of Severance Agreement between Louisiana-Pacific Corporation and Chief Executive Officer.
Incorporated herein by reference to Exhibit 10.1 to LP's Current Report on Form 8-K, filed on May
14, 2019.*
10.10
Form of Severance Agreement between Louisiana-Pacific Corporation and Certain Officers other
than Chief Executive Officer. Incorporated herein by reference to Exhibit 10.2 to LP's Current
Report on Form 8-K, filed on May 14, 2019.*
10.11
Amended and Restated Louisiana-Pacific Corporation Non-Employee Directors Compensation Plan.
Incorporated herein by reference to Exhibit 10.2 to LP’s Quarterly Report on Form 10-Q for the
quarter ended June 30, 2020.*
10.12
Amended and Restated Louisiana-Pacific Corporation Non-Employee Directors Compensation Plan.
Incorporated herein by reference to Exhibit 10.8 to LP’s Quarterly Report on Form 10-Q for the
quarter ended March 31, 2022.*
10.13
2022 Omnibus Stock Award Plan. Incorporated herein by reference to Annex A to LP's Definitive
Proxy Statement on Schedule 14A, filed on March 18, 2022.*
10.14
Form of Restricted Stock Unit Award Agreement under the 2022 Omnibus Stock Award Plan.
Incorporated herein by reference to Exhibit 10.23 to LP’s Annual Report on Form 10-K for the year
ended December 31, 2022.*
10.15
Form of Performance Shares Award Agreement under the 2022 Omnibus Stock Award Plan. Form
of Performance Shares Award Agreement under the 2022 Omnibus Stock Award Plan. Incorporated
herein by reference to Exhibit 10.24 to LP’s Annual Report on Form 10-K for the year ended
December 31, 2022.*
10.16
Form of Restricted Stock Unit Award Agreement for directors under the 2022 Omnibus Stock
Award Plan. Incorporated herein by reference to Exhibit 10.2 to LP’s Quarterly Report on Form 10-
Q for the quarter ended March 31, 2024.*
10.17
Form of Performance Shares Award Agreement under the 2022 Omnibus Stock Award Plan.
Incorporated herein by reference to Exhibit 10.3 to LP’s Quarterly Report on Form 10-Q for the
quarter ended March 31, 2024.*
10.18
Form of Change of Control Employment Agreement. Incorporated herein by reference to Exhibit
10.25 to LP’s Annual Report on Form 10-K for the year ended December 31, 2022.*
19
LP Insider Trading Policy.+
21
List of LP’s subsidiaries. +
23
Consent of Deloitte & Touche LLP. +
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange
Act of 1934. +
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange
Act of 1934. +
32
Certifications pursuant to §906 of the Sarbanes-Oxley Act of 2002. ++
97
Louisiana-Pacific Corporation NYSE Clawback Policy. Incorporated herein by reference to Exhibit
10.25 to LP’s Annual Report on Form 10-K for the year ended December 31, 2023.*
101.INS
Inline XBRL Instance Document. +
91
101.SCH
Inline XBRL Taxonomy Extension Schema Document. +
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document. +
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document. +
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document. +
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document. +
104
Cover Page Interactive Data File (embedded with Inline XBRL document and contained in Exhibit
101). +*
* Indicates a management contract or compensatory plan or arrangement.
+ Filed herewith.
++ Furnished herewith.
ITEM 16. Form 10-K Summary
None.
92
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 19, 2025
LOUISIANA-PACIFIC CORPORATION
(Registrant)
/s/ ALAN J.M. HAUGHIE
Alan J.M. Haughie
Executive Vice President and
Chief Financial Officer
93
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date
Signature and Title
February 19, 2025
/s/ W. BRADLEY SOUTHERN
W. Bradley Southern
Chairperson of the Board
Chief Executive Officer
(Principal Executive Officer)
February 19, 2025
/s/ ALAN J.M. HAUGHIE
Alan J.M. Haughie
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
February 19, 2025
/s/ LESLIE E. DAVIS
Leslie E. Davis
Vice President, Controller and Chief Accounting Officer
(Principal Accounting Officer)
February 19, 2025
/s/ JOSE A. BAYARDO
Jose A. Bayardo
Director
February 19, 2025
/s/ TRACY A. EMBREE
Tracy A. Embree
Director
February 19, 2025
/s/ LIZANNE C. GOTTUNG
Lizanne C. Gottung
Director
February 19, 2025
/s/ F. NICHOLAS GRASBERGER III
F. Nicholas Grasberger III
Director
February 19, 2025
/s/ OZEY K. HORTON, Jr.
Ozey K. Horton
Director
February 19, 2025
/s/ STEPHEN E. MACADAM
Stephen E. Macadam
Director
February 19, 2025
/s/ DUSTAN E. MCCOY
Dustan E. McCoy
Director
February 19, 2025
/s/ JEAN-MICHEL RIBIÉRAS
Jean-Michel Ribiéras
Director
February 19, 2025
/s/ TY R. SILBERHORN
Ty R. Silberhorn
Director
94
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Computershare Trust Company, N.A.
Dividend Reinvestment Plans
P.O. Box 505000
Louisville, KY 40233-5000
800-756-8200
www.computershare.com/investor
DIVIDEND REINVESTMENT
Holders of common stock may
automatically reinvest dividends toward
the purchase of additional shares of LP’s
common stock. For a copy of a brochure
describing the plan and an application,
contact:
LP EXECUTIVE TEAM, BOARD OF DIRECTORS,
AND STOCKHOLDER INFORMATION
EXECUTIVE TEAM MEMBERS
W. BRADLEY SOUTHERN
Chairperson of the Board,
Chief Executive Officer
ALAN J.M. HAUGHIE
Executive Vice President,
Chief Financial Officer
JASON P. RINGBLOM
Executive Vice President,
General Manager, Siding
JIMMY E. MASON
Executive Vice President,
General Manager, OSB
NICOLE C. DANIEL
Senior Vice President, General Counsel
and Corporate Secretary
FREDERICK PRICE
General Manager, LP South America
BOARD OF DIRECTORS*
W. BRADLEY SOUTHERN,
CHAIRPERSON OF THE BOARD
Executive Committee Chair
DUSTAN E. MCCOY,
LEAD INDEPENDENT DIRECTOR
Compensation Committee Member
Executive Committee Member
Governance and Corporate Responsibility
Committee Member
KELLY H. BARRETT
Finance and Audit Committee Member
Governance and Corporate Responsibility
Committee Member
JOSE A. BAYARDO
Finance and Audit Committee Member
Governance and Corporate Responsibility
Committee Member
TRACY A. EMBREE
Compensation Committee Member
Governance and Corporate Responsibility
Committee Member
LIZANNE C. GOTTUNG
Governance and Corporate Responsibility
Committee Chair
Compensation Committee Member
Executive Committee Member
STOCKHOLDER INFORMATION
Corporate Office
1610 West End Ave., Suite 200
Nashville, TN 37203
615-986-5600
www.lpcorp.com
Ticker Symbol: LPX
Louisiana-Pacific Corporation’s common stock
is listed on the New York Stock Exchange.
ANNUAL MEETING
The annual meeting of stockholders will
take place on Thursday, May 8, 2025 via
a live audio webcast. Additional copies of
LP’s Annual Report on Form 10-K for the
year ended December 31, 2024 filed with the
Securities and Exchange Commission will be
available upon request to the corporate office.
F. NICHOLAS GRASBERGER III
Finance and Audit Committee Chair
Executive Committee Member
Governance and Corporate Responsibility
Committee Member
OZEY K. HORTON, JR.
Finance and Audit Committee Member
Governance and Corporate Responsibility
Committee Member
STEPHEN E. MACADAM
Compensation Committee Chair
Executive Committee Member
Finance and Audit Committee Member
Governance and Corporate Responsibility
Committee Member
JEAN-MICHEL RIBIÉRAS
Finance and Audit Committee Member
Governance and Corporate Responsibility
Committee Member
TY R. SILBERHORN
Compensation Committee Member
Governance and Corporate Responsibility
Committee Member
*Biographical information for the directors is contained under the heading “Proposal 1: Election of Directors” in LP’s 2025 Proxy Statement and incorporated by reference into Part III, Item 10 of
LP’s Form 10-K for the year ended December 31, 2024.
TRANSFER AGENT
AND REGISTRAR
Computershare Trust Company, N.A.
P.O. Box 505000
Louisville, KY 40233-5000
800-756-8200
www.computershare.com
INVESTOR RELATIONS
Aaron Howald
615-986-5600
Investor.Relations@lpcorp.com
MEDIA
615-986-5886
Media.Relations@lpcorp.com
INDEPENDENT AUDITORS
Deloitte and Touche LLP
Nashville, Tennessee
COUNSEL
Bass, Berry & Sims PLC
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This annual report contains statements concerning Louisiana-Pacific Corporation’s (LP) future results and performance that are
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based
upon the beliefs and assumptions of, and on information available to, our management; assumptions upon which such forward-looking
statements are based are also forward-looking statements. The following statements are or may constitute forward-looking statements:
statements preceded by, followed by or that include words like “may,” “will,” “could,” “should,” “believe,” “expect,” “anticipate,”
“assume,” “intend,” “plan,” “estimate,” “project,” “target,” “potential,” “continue,” “likely,” or “future,” as well as similar expressions, or
the negative or other variations thereof, and include other statements regarding matters that are not historical facts including without
limitation, plans for product development, forecasts of future costs and expenditures, possible outcomes of legal proceedings, capacity
expansion and other growth initiatives, the adequacy of reserves for loss contingencies, and any statements regarding the Company’s
financial outlook. Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking
statements include, but are not limited to, the following: changes in governmental fiscal and monetary policies, including higher or new
tariffs and levels of employment; changes in general and global economic conditions, including impacts from rising inflation, supply
chain disruptions, new, ongoing, or escalated geopolitical or military conflicts or tensions, including the conflict between Russia and
Ukraine, the conflict in Israel and the surrounding areas, tensions between the United States and China and tensions between China
and Taiwan, and global pandemics and/or health emergencies; the commodity nature of a segment of our products and the prices for
those products, which are determined in significant part by external factors such as total industry capacity and wider industry cycles
affecting supply and demand trends; changes in the cost and availability of capital; changes in the cost and availability of financing
for home mortgages; changes in the level of home construction and repair and remodel activity; changes in competitive conditions
and prices for our products; changes in the relationship between supply of and demand for building products; changes in the financial
or business conditions of third-party wholesale distributors and dealers of building products; changes in the relationship between
the supply of and demand for raw materials, including wood fiber and resins, used in manufacturing our products; changes in the
cost and availability of energy, primarily natural gas, electricity, and diesel fuel; changes in the cost and availability of transportation,
including transportation services provided by third parties; our dependence on third-party vendors and suppliers for certain goods
and services critical to our business; operational and financial impacts from manufacturing our products internationally; difficulties
in the development, launch or production ramp-up of new products; our ability to attract and retain qualified executives, management
and other key employees; the need to formulate and implement effective succession plans from time to time for key members of our
management team; impacts from public health issues (including global pandemics) on the economy, demand for our products or our
operations, including the actions and recommendations of governmental authorities to contain such public health issues; our ability
to identify and successfully complete and integrate acquisitions, divestitures, joint ventures, capital investments and other corporate
strategic transactions; unplanned interruptions to our manufacturing operations, such as explosions, fires, inclement weather, natural
disasters, accidents, equipment failures, labor shortages or disruptions, transportation interruptions, supply interruptions, public
health issues (including pandemics and quarantines), riots, civil insurrection or social unrest, looting, protests, strikes, and street
demonstrations; changes in global or regional climate conditions, the impacts of climate change, and potential government policies
adopted in response to such conditions; changes in other significant operating expenses; changes in currency values and exchange
rates between the U.S. dollar and other currencies, particularly the Canadian dollar, Brazilian real, Chilean peso, and Argentine
peso; changes in, and compliance with, general and industry-specific laws and regulations, including environmental and health and
safety laws and regulations, the U.S. Foreign Corrupt Practices Act and anti-bribery laws, laws related to our international business
operations, and changes in building codes and standards; changes in tax laws and interpretations thereof; changes in circumstances
giving rise to environmental liabilities or expenditures; warranty costs exceeding our warranty reserves; challenges to or exploitation
of our intellectual property or other proprietary information by our competitors or other third parties; the resolution of existing and
future product-related litigation, environmental proceedings and remediation efforts, and other legal or environmental proceedings or
matters; the effect of covenants and events of default contained in our debt instruments; the amount and timing of any repurchases
of our common stock and the payment of dividends on our common stock, which will depend on market and business conditions and
other considerations; cybersecurity events affecting our information technology systems or those of our third-party providers and the
related costs and impact of any disruption on our business; and acts of public authorities, war, political or civil unrest, natural disasters,
fire, floods, earthquakes, inclement weather, and other matters beyond our control. For additional information about factors that could
cause actual results, events, and circumstances to differ materially from those described in the forward-looking statements, please
refer to LP’s filings with the Securities and Exchange Commission. We urge you to consider all of the risks, uncertainties, and factors
identified above or discussed in such reports carefully in evaluating the forward-looking statements in this annual report. We cannot
assure you that the results reflected in or implied by any forward-looking statement will be realized or even if substantially realized,
that those results will have the forecasted or expected consequences and effects for or on our operations or financial performance. The
forward-looking statements made herein are as of the date of this annual report. Except as required by law, LP undertakes no obligation
to revise or update any such forward-looking statements to reflect new information, subsequent events, or circumstances.
FORWARD-LOOKING STATEMENTS
Louisiana-Pacific Corporation | 1610 West End Ave., Suite 200, Nashville, TN 37203 | 615-986-5600
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