What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-02-19 compared with 2024-02-14 · 50 added, 57 removed, 250 unchanged (30% of the section changed)

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Siding, OSB, and LPSA.

In May 2023, we acquired an idle manufacturing facility in Wawa, Ontario, Canada from a third party for $80 million.

We anticipate converting the Wawa manufacturing facility into an LP SmartSide Trim & Siding mill in the future according to the needs of our business.

We are evaluating project schedules and market demand to determine when we will begin related construction work.

Executive Summary

Net sales for 2023 decreased year-over-year by $1,273 million (or 33%) to $2,581 million.

OSB revenue decreased $1,036 million due to 40% lower prices and 18% lower volumes.

Siding revenue decreased $141 million (or 10%), due to 14% lower volumes, partially offset by 5% higher prices.

The LPSA segment and Other revenues decreased year-over-year by $36 million and $61 million, respectively.

Net income decreased year-over-year by $905 million (or 84%) to $178 million ($2.46 per diluted share) primarily due to a decrease in Adjusted EBITDA (defined below) of $911 million (or 66%) and a decrease in income from discontinued operations, net of income taxes of $198 million, partially offset by a $200 million decrease in the provision for income taxes.

The decrease in Adjusted EBITDA includes a $793 million decrease in OSB selling prices, a decrease in OSB sales volumes of $87 million, and a decline in Siding sales volumes, net of increases in average selling prices, of $43 million.

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.

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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.

Census Bureau reported on January 18, 2024, that 2023 actual single-family housing starts were 6% lower than those in 2022.

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 is moderating and may have exhibited year-over-year declines.

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.

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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 in the engineered wood siding market in North America and South America.

The overall siding market is estimated to be a $17 billion industry.

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.

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Non-GAAP financial measures do not have standardized definitions and are not defined by U.S.

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, product-line discontinuance charges, business exit 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.

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 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), calculated as Adjusted Income divided by diluted shares outstanding.

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 measure, are presented below.

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.

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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.

During the year ended December 31, 2023, we updated our definitions of Adjusted EBITDA, Adjusted Income, and Adjusted Diluted EPS to exclude other business exit charges not classified as discontinued operations.

Business exit charges consist of inventory and other asset impairment and exit charges related to the exit of other businesses not individually significant.

We consider business exit charges to be outside the performance of our ongoing core business operations and believe that presenting Adjusted EBITDA, Adjusted Income, and Adjusted Diluted EPS excluding business exit charges provides increased transparency as to the operating costs of our current business performance.

We did not revise prior years’ Adjusted EBITDA, Adjusted Income, and Adjusted Diluted EPS amounts because there were no significant costs similar in nature to these items.

The following table presents significant items by operating segment and reconciles net income to Adjusted EBITDA (dollar amounts in millions):

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Other operating credits and charges, net 8 18 (16)

Business exit charges 32 — —

Business exit credits and charges (14) 32 —

Pension settlement charges — 4 82

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Investment income (22) (18) (14)

Loss on early debt extinguishment — — 11

Other non-operating items (9) 39 15

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Other operating credits and charges, net 8 18 (16)

Business exit charges 32 — —

Loss on early debt extinguishment — — 11

Business exit credits and charges (14) 32 —

Pension settlement charges — 4 82

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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.

The Siding segment serves diverse end markets with a broad product offering of engineered wood siding, trim, 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 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:

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Siding Solutions 6 % 11 %

List price increases drove year-over-year increases in the average net selling price for 2023.

The year-over-year volume decreases in 2023 were driven by record results in the comparable period and challenging new and existing home sales markets in the current period.

Full year 2023 Adjusted EBITDA decreased year-over-year by $70 million, which reflects the net impact of lower volumes, a $10 million decrease in Siding mill capacity investments, a $10 million increase in operational support costs, and a $5 million press rebuild, partially offset by higher average selling prices.

The OSB segment manufactures and distributes OSB structural panel products, including our value-added OSB 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 Sub-Flooring).

OSB is manufactured using wood strands arranged in layers and bonded with resins.

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.

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:

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OSB - Commodity 4 % 11 %

Full year 2023 net sales decreased year-over-year by $1,036 million (or 50%) including a $793 million decrease in revenue due to lower average selling prices and a $217 million decrease in sales volumes, including $112 million of lower production volume from the conversion of the Sagola mill to siding production.

Adjusted EBITDA decreased year-over-year by $814 million primarily due to the lower average selling prices.

Our LPSA segment manufactures and distributes LP OSB structural panel and Siding Solutions products in South America and certain export markets.

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.

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.

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OSB - Structural Solutions $ 163 $ 177 (8) %

Siding 24 23 6 %

Siding Solutions

Other 6 4 61 %

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Siding (18) % 6 %

LPSA net sales for full year 2023 decreased year-over-year by $36 million driven by lower OSB sales volumes and average selling prices.

Full year 2023 Adjusted EBITDA decreased year-over year by $36 million, reflecting the lower sales volumes and average selling prices, unfavorable foreign currency impacts of $6 million, and equipment relocation cost of $3 million.

Our other products segment includes the off-site framing operation Entekra Holdings LLC (Entekra), remaining timber and timberlands, and 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 Entekra and recognized business exit charges of $32 million for the twelve months ended December 31, 2023.

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.

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.

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General corporate and other expense, net, was $46 million in 2024, as compared to $42 million in 2023.

This decrease was driven by a decrease in stock compensation expense.

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 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 which is scheduled for closure 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.

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

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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.

We recognized a tax provision of $74 million in 2023 compared to $274 million in 2022.

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 the $25 million tax expense impact from a change in management’s intent to indefinitely reinvest undistributed earnings in Chile and Brazil.

See “Note 8 – Income Taxes” below for further discussion.

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 relates to state income tax.

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.

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During 2024, we generated $605 million of cash from operations, as compared to $316 million in 2023.

The decrease in cash provided by operations was primarily related to lower net income and higher working capital.

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.

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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.

During 2022, we received $268 million in proceeds from sales of assets, primarily associated with the sale of the Engineered Wood Products (EWP) segment assets and the sale of our 50% equity interest in two joint ventures.

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 2024 are expected to be in the range of $200 million to $220 million.

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.

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During 2024, cash used in financing activities was $292 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.

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.

On November 2, 2021, LP's Board of Directors authorized a share repurchase plan under which LP may repurchase shares of its common stock totaling up to $500 million (the Second 2021 Share Repurchase Program).

In May 2022, LP's Board of Directors authorized a share repurchase plan under which LP was authorized to repurchase shares of its common stock totaling up to $600 million (the 2022 Share Repurchase Program).

During the year ended December 31, 2022, we used $900 million to repurchase shares of LP common stock ($500 million from the Second 2021 Share Repurchase Program and $400 million from the 2022 Share Repurchase Program).

Additionally, during the year ended December 31, 2022, we paid cash dividends of $69 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.

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As of December 31, 2024, we were in compliance with all financial covenants under the Credit Agreement.

In March 2020, LP entered into the Letter of Credit Facility, which 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 includes an unused commitment fee, due quarterly, ranging from 0.50% to 1.875% of the daily available amount to be drawn on each letter of credit issued under the Letter of Credit Facility.

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.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis