What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-19 compared with 2024-02-14 · 156 added, 192 removed, 976 unchanged (26% of the section changed)

50 unchanged sentences

Investment income 22 18 14

Other non-operating items ( 43 ) ( 97 ) ( 22 )

Other non-operating items (expense)

9 ( 43 ) ( 97 )

Income before income taxes 547 248 1,155

18 unchanged sentences

Consolidated Statements of Comprehensive Income

Dollar amounts in millions

Amounts in millions

Year Ended December 31,

2 unchanged sentences

Foreign currency translation adjustments ( 33 ) 6 2

Unrealized gains on securities, net of reversals — — —

Changes in defined benefit pension plans — 4 71

5 unchanged sentences

Consolidated Balance Sheets

Dollar amounts in millions

Amounts in millions, except per share amounts

Cash and cash equivalents $ 340 $ 222

Receivables, net of allowance for doubtful accounts of $ 2 million at December 31, 2023, and $ 1 million at December 31, 2022, respectively

Receivables, net of allowance for doubtful accounts of $ 1 at December 31, 2024, and $ 2 at December 31, 2023, respectively

Inventories 357 378

6 unchanged sentences

Investments in and advances to affiliates 17 5

Restricted cash — 14

Other assets 20 20

21 unchanged sentences

Retained earnings 1,615 1,479

Treasury stock, 15,830,886 shares and 16,238,665 shares, at cost as of December 31, 2023 and 2022, respectively

Treasury stock, 16 shares at cost as of December 31, 2024 and 2023

( 386 ) ( 386 )

4 unchanged sentences

Consolidated Statements of Cash Flows

Dollar amounts in millions

Amounts in millions

Year Ended December 31,

4 unchanged sentences

Impairment of goodwill and long-lived assets 5 30 1

Gain on sale of assets, net ( 7 ) ( 157 ) —

Loss (gain) on sale of assets, net 2 ( 7 ) ( 157 )

Pension loss due to settlement — 4 82

Loss on early debt extinguishment — — 11

Deferred taxes ( 4 ) 44 1

13 unchanged sentences

Proceeds from sale of assets 1 9 —

Investment in affiliates ( 17 ) — —

Other investing activities, net 16 ( 4 ) —

17 unchanged sentences

Consolidated Statements of Stockholders’ Equity

Dollar and share amounts in millions, except per share amounts

Amounts in millions, except per share amounts

Common Stock Treasury Stock Additional

2 unchanged sentences

Comprehensive

Loss (Income)

Stockholders’

3 unchanged sentences

Net income attributed to LP — — — — — 1,086 — 1,086

Cash dividends on common stock paid ($ 0.16 per share for the first and second quarters and $ 0.18 per share for the third and fourth quarters)

Cash dividends on common stock paid ($ 0.22 per share quarterly)

— — — — — ( 69 ) — ( 69 )

3 unchanged sentences

Compensation expense associated with stock-based compensation — — — — 19 — — 19

Other comprehensive loss — — — — — — ( 23 ) ( 23 )

Other comprehensive loss (income)

— — — — — — 75 75

Balance as of December 31, 2022

7 unchanged sentences

Compensation expense associated with stock-based compensation — — — — 13 — — 13

Other comprehensive loss — — — — — — 75 75

Other comprehensive loss (income)

— — — — — — 10 10

Balance as of December 31, 2023

7 unchanged sentences

Compensation expense associated with stock-based compensation — — — — 20 — — 20

Other comprehensive loss — — — — — — 10 10

Other comprehensive loss (income)

— — — — — — ( 33 ) ( 33 )

Balance as of December 31, 2024

8 unchanged sentences

Discontinued Operations

Business Exit Charges

Business Exit Credits and Charges

Long-Term Debt

15 unchanged sentences

References to "LP," the "Company," "we," "our," and "us" refer to Louisiana-Pacific Corporation and its consolidated subsidiaries as a whole.

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.

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.

88 unchanged sentences

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.

During the year ended December 31, 2021, we recognized non-cash impairment charges of $ 5 million, associated with the remaining goodwill from the purchase of Entekra.

See "Note 5 - Goodwill and Other Intangible Assets" below for further discussion.

3 unchanged sentences

Our restricted cash accounts generally secure outstanding letters of credit.

The restricted cash balance at December 31, 2022 was $ 14 million.

There were no restricted cash balances as of December 31, 2023.

There were no restricted cash balances as of December 31, 2024 and 2023, respectively.

Accounts Payable and Accrued Liabilities

29 unchanged sentences

Adjusted to expense (cost of sales and other operating credits and charges, net) 1 —

Payments made — —

Ending balance $ 9 $ 8

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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, and Paraguayan subsidiaries are their respective local currencies.

Our Argentinean subsidiary operates under a highly inflationary economy and uses the Chilean Peso as the functional currency.

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.

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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 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.

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.

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PRESENT AND PROSPECTIVE ACCOUNTING PRONOUNCEMENTS

Recent Pronouncements Not Yet Adopted

Recently Adopted Accounting Pronouncements

Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280):

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.

1 unchanged sentence

This pronouncement is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures.

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 No.

2023-09, Income Taxes (Topic 740):

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.

2 unchanged sentences

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.

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Timber Licenses 1

Developed Technology Trademark Total Other Intangibles

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

Impairment — ( 7 ) ( 2 ) ( 9 )

Additions 1 — — 1

Amortization ( 3 ) ( 1 ) — ( 3 )

3 unchanged sentences

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.

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 Charges.”

For the year ended December 31, 2024, we did not recognize impairment for goodwill or other intangible assets.

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 $ 4 million for the year ended December 31, 2023 and $ 5 million for each of the years ended December 31, 2022 and 2021.

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.

11 unchanged sentences

The following table presents the financial results of the EWP segment (dollars in millions):

December 31, 2022 1

Net sales $ 455

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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 and $ 6 million for the years ended December 31, 2022 and 2021, respectively.

Included in net cash provided by discontinued operating activities is depreciation and amortization of $ 3 million and $ 5 million for the years ended December 31, 2022 and 2021, respectively.

BUSINESS EXIT CHARGES

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.

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.

Business exit charges were $ 32 million for year ended December 31, 2023, which consisted of the following (dollar amounts in millions):

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,

Impairment of property, plant and equipment, operating lease assets, and other intangible assets 1

Gain on sale of assets from an equity method investment 2

Restructuring and other related charges:

1 unchanged sentence

Other expenses including personnel-related costs such as severance 4

Total Business exit charges $ 32

1 Included within impairment of long-lived assets, net on the Consolidated Income Statements.

2 Included within cost of sales on the Consolidated Income Statements.

3 Included within other operating credits and charges, net on the Consolidated Income Statements.

Total Business exit credits and charges $ 14 $ ( 32 )

1 Included within impairment of long-lived assets on the Consolidated Statements of Income.

2 Included within equity in unconsolidated affiliate on the Consolidated Statements of Income.

3 Included within cost of sales on the Consolidated Statements of Income.

4 Included within other operating credits and charges, net on the Consolidated Statements of Income .

Income Tax Provision

16 unchanged sentences

Net valuation allowance increase (decrease) 5 — ( 6 )

Net deferred tax provision 44 1 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, 2023 is a net income tax receivable of $ 22 million compared to a net income tax payable of $ 16 million at December 31, 2022.

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.

Deferred Taxes

4 unchanged sentences

Inventories 11 14

Benefit relating to capital loss, NOL carryforward, and credit carryforwards 10 6

Benefit relating to capital loss, operating loss, and credit carryforwards 9 10

Operating lease liabilities 7 8

9 unchanged sentences

Investment in Entekra — ( 7 )

Timber and timberlands ( 6 ) ( 7 )

Other deferred tax liabilities ( 4 ) ( 4 )

7 unchanged sentences

Operating Loss Benefit Amount Valuation Allowance Expiration Beginning in

Argentina operating loss carryforwards $ 8 $ 3 $ — 2028

Canadian capital loss carryforwards — 4 ( 4 ) No expiration

Chile operating loss carryforwards 4 1 — No expiration

Mexico operating loss carryforwards 2 1 ( 1 ) 2033

State credit carryforwards — 4 ( 2 ) 2034

4 unchanged sentences

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 the second quarter of 2023 we assessed the overall financial position of our foreign subsidiaries and management decided it no longer has the intent to indefinitely reinvest undistributed earnings in Chile and Brazil.

As a result of this change, we recorded deferred taxes relating to the tax effect of repatriating all unremitted earnings in Chile and Brazil.

The deferred tax liability is reflective of the difference between outside book and outside tax basis associated with the investments in LP Brasil, LP Chile, and LP South America.

However, LP expects the outside basis difference to reverse through dividend distributions and the primary tax impacts of these distributions are expected to be Chilean income tax withheld on dividend income received by LP Corporation, and tax related to Section 986(c) foreign exchange gain or loss on distributions of earnings subject to U.S.

GILTI tax in prior periods.

As of December 31, 2023, LP Corporation expects to incur Chilean withholding tax of approximately $ 22 million on the potential distributions of Chile and Brazil cumulative earnings and will be able to claim a foreign tax credit of $ 1 million, for a net tax deferred tax liability of $ 21 million.

The charge was recorded as a component of income tax expense from continuing operations for the year ended December 31, 2023.

In 2021 the Organization for Economic Cooperation and Development (OECD) announced an Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large multinational corporations at a minimum rate of 15%.

Subsequently multiple sets of administrative guidance have been issued.

Many non-U.S.

tax jurisdictions have either recently enacted legislation to adopt certain components of the Pillar Two Model Rules beginning in 2024 with the adoption of additional components in later years or announced their plans to enact legislation in future years.

Although we expect increased tax compliance efforts as a result of new legislation, we do not expect Pillar 2 to have a significant impact on our effective tax rate or our consolidated results of operations, financial position and cash flows.

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.

24 unchanged sentences

Our tax returns are currently under examination by tax authorities in the U.S.

for years 2018, 2019, and 2020, in Canada for year 2019, and in Chile for years 2016 and 2020.

for years 2018, 2019, and 2020, and in Chile for years 2016 and 2020.

Uncertain Tax Positions

3 unchanged sentences

Tax positions taken in prior years — 6 —

Settlements with taxing authorities in current year ( 3 ) — —

Lapse of statute in current year — — ( 4 )

Ending balance $ 11 $ 13 $ 6

Included in the above balances at December 31, 2023, are $ 13 million of tax benefits that, if recognized, would affect our effective tax rate.

We accrued interest of $ 2 million and paid no interest during 2023.

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.

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.

3 unchanged sentences

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, 2023 , our weighted average discount rate was 3 % , and our weighted average remaining lease term was seven years for operating leas es.

As of December 31, 2024 , our weighted average discount rate was 3 % , and our weighted average remaining lease term was five years for operating leas es.

Our operating leases are included in our Consolidated Balance Sheets and Consolidated Statements of Income as follows (dollars in millions):

11 unchanged sentences

We did not enter into any financing leases during 2024 or 2023.

In connection with the Entekra shutdown described in " Note 7 - Business Exit 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.

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):

15 unchanged sentences

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.

On or after March 15, 2024, we may, at our option on one or more occasions, 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.

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.

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, funded debt less unrestricted cash to total capitalization) of no more than 57.5 %.

In March 2020, LP entered into a letter of credit facility agreement (the Letter of Credit Facility) with Bank of America, N.A., 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 quarterly a letter of credit fee in an amount equal to 1.875 % of the daily available amount to be drawn on each letter of credit issued under the facility;

provided, that if all letters of credits issued under the Letter of Credit Facility have been cash collateralized, the applicable rate of the letter of credit fee is reduced to 0.500 %.

The Letter of Credit Facility is subject to similar affirmative, negative, and financial covenants as those set forth in the Credit Agreement, including capitalization ratio covenants.

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.

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Years ending December 31,

2029 and thereafter

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.

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(Dollars in millions) 2024

Total stock-based compensation expense (cost of sales, selling, general and administrative, and other operating credits and charges, net) $ 13 $ 19 $ 16

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

7 unchanged sentences

Restricted Stock Units and Performance Stock Units

We grant time-vested restricted stock units and performance stock units (PSUs) to certain key employees and time-vested restricted stock units to non-employee directors under our stock award plan.

Restricted stock units (RSUs) vest ratably over a three-year vesting period for employees and vest in full on the first anniversary of the grant date for non-employee directors.

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 vest based upon the attainment of certain performance and market metrics over a three-year cumulative performance period.

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 performance goals are 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.

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 %.

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1 Expected to vest based upon historical forfeiture rate.

In October 2023, LP modified the performance vesting criteria of approximately 105,000 and 75,000 PSU awards outstanding that were granted in 2021 and 2022, respectively.

The original awards were canceled, and the modified awards were considered granted on the modification date.

Stock-based compensation expense related to these modified awards will be recognized over the remaining vesting period based on the expected number of awards to vest using fair values per share of between $49.36 and $53.47.

Stock-based compensation expense related to 2021 PSU modification was $4 million for the year ended December 31, 2023.

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.

3 unchanged sentences

Share Repurchases

On May 4, 2021, our Board of Directors authorized a share repurchase program (First 2021 Share Repurchase Program) under which we had the ability to repurchase shares of our common stock totaling up to $ 1 billion.

On November 2, 2021, our Board of Directors authorized an additional share repurchase plan under which we had the ability to repurchase shares of our common stock totaling up to $ 500 million (Second 2021 Share Repurchase Program).

On May 3, 2022, we announced that 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.

During 2021, we paid $ 1.3 billion to repurchase approximately 21 million shares of our common stock at an average price of $ 61.52 per share through market purchases.

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.

There are no amounts remaining under the First 2021 Share Repurchase Program or the Second 2021 Share Repurchase Program as of December 31, 2023.

There is $ 200 million remaining under the 2022 Share Repurchase Program as of December 31, 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, 2023, two million shares of common stock were reserved for issuance under the ESPP.

At December 31, 2024, 2 million shares of common stock were reserved for issuance under the ESPP.

OTHER OPERATING AND NON-OPERATING INCOME (EXPENSE)

5 unchanged sentences

Reorganization charges ( 2 ) ( 8 ) ( 7 )

Environment costs — ( 2 ) ( 4 )

Product liability settlement — — 8

2 unchanged sentences

$ ( 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.

2 unchanged sentences

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.

During 2021, we recognized a charge of $ 4 million related to additional estimated environmental costs associated with a non-operating site.

We incurred severance and other charges of $ 1 million related to certain reorganizations.

Additionally, we received $ 4 million in insurance recoveries related to business interruption claims for weather-related downtime sustained in the prior year.

Non-operating income (expense)

8 unchanged sentences

Net periodic pension cost, excluding service cost $ — $ — $ ( 6 )

Foreign currency gains (losses), net ( 40 ) ( 11 ) ( 8 )

Loss on early debt extinguishment — — ( 11 )

Foreign currency gain (loss), net 9 ( 40 ) ( 11 )

Pension settlement charges — ( 4 ) ( 82 )

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.

During 2023, we completed the termination of our U.S.

2 unchanged sentences

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.

During 2021, we recorded an early debt extinguishment charge of $ 11 million, which included $ 9 million of redemption premium and $ 2 million of unamortized debt costs associated with the early redemption of our Senior Notes due 2024.

Additionally, we recognized $ 2 million of pension settlement expense related to a portion of the unrecognized actuarial loss.

IMPAIRMENT OF LONG-LIVED ASSETS

3 unchanged sentences

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 Charges”.

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.

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.

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Adjustments to expense during the year (other operating credits charges, net and cost of sales) 2 —

Adjustments to amounts to be paid by a third party — 2

Payments made ( 1 ) ( 1 )

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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.

During the second quarter of 2023, we agreed to pay $ 16 million to resolve certain patent-related claims and to obtain certain patent rights, which is recorded within other operating credits and charges, net in our Consolidated Statements of Income.

See "Note 12 - Other Operating and Non-Operating Income (Expense)" As of December 31, 2023, $ 8 million of the settlement amount is outstanding and is included in accounts payable and accrued liabilities in the Consolidated Balance Sheets.

Self-Insurance

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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 not discounted.

These claims are discounted.

Indemnities and Guarantees

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Beginning balance $ 8 $ 8

Accrued to expense during the year 2 3

Reduced to other operating credits and charges ( 1 ) —

Changes in warranty provision — 1

Payments made ( 1 ) ( 2 )

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The remaining Plan asset balance of $ 2 million was refunded in 2023.

The projected benefit obligation is the actuarial present value of benefits attributable to employee service rendered to date, including the effects of estimated salary increases.

The following table details information regarding our pension plans at December 31, 2023 and 2022 (dollars in millions):

Change in benefit obligation:

Beginning of year balance $ 3 $ 301

Service cost 1 3

Interest cost — 7

Actuarial (gains) losses, net — ( 47 )

Foreign exchange rate changes — ( 2 )

Benefits paid — ( 13 )

Pension settlements ( 2 ) ( 247 )

End of year balance $ 2 $ 3

Change in assets (fair value):

Beginning of year balance $ 6 $ 296

Actual return on plan assets ( 1 ) ( 33 )

Employer contribution ( 2 ) 5

Foreign exchange rate changes — ( 2 )

Benefits paid — ( 13 )

Pension settlements ( 2 ) ( 247 )

End of year balance $ — $ 6

Plan assets less than benefit obligations $ ( 2 ) $ 2

Amounts included in the balance sheet:

Non-current pension assets, included in “Other assets” $ — $ 4

Current pension liabilities, included in “Accounts payable and accrued liabilities” — —

Non-current pension liabilities, included in “Other long-term liabilities” ( 2 ) ( 2 )

Net amount recognized $ ( 2 ) $ 2

Amounts in accumulated comprehensive loss:

Net actuarial loss $ ( 1 ) $ ( 1 )

Prior service costs — ( 6 )

Total pre-tax amounts in accumulated comprehensive loss $ ( 1 ) $ ( 6 )

The 2022 actuarial gains of $ 47 million were 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 was primarily related to market returns realized prior to the pension settlement dates.

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):

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Total amounts recognized in other comprehensive income $ — $ 4 $ 71

Weighted-average assumptions used to calculate our benefit obligations at December 31, 2022 was as follows:

Discount rate:

Rate of compensation increase:

Benefit obligations by plan category are as follows (dollars in millions):

Fair value of plan assets $ — $ — $ —

Benefit obligation 1 1 2

Funded Status $ ( 1 ) $ ( 1 ) $ ( 2 )

Fair value of plan assets $ 1 $ 4 $ 6

Benefit obligation 2 2 3

Funded Status $ — $ 3 $ 2

The following table sets forth the net periodic pension cost for our defined benefit pension plans.

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Net periodic pension cost included in other non-operating items — 4 88

Weighted average assumptions used to calculate our net periodic pension costs for the years ended December 31, 2022, and 2021 were as follows:

Discount rate:

Canada 2.6 % 2.3 %

Expected return on plan assets:

Canada 2.0 % 2.3 %

Rate of compensation increase:

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.

The fair value of our pension plan assets was $ 6 million as of December 31, 2022, respectively, based on Level 1 inputs.

Refer to "Note 1 - Summary of Significant Accounting Policies" for further detail on the level of inputs as defined.

Defined Contribution Plans

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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 one million shares of LP common stock that represented approximately 8 % of the total market value of plan assets at December 31, 2023.

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.

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Employer contributions and associated earnings vest over periods not exceeding five years .

The liability under the Deferred Compensation Plan amounted to $ 3 million and $ 2 million as of December 31, 2023 and 2022, respectively, and is included in other long-term liabilities on our Consolidated Balance Sheets.

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.

ACCUMULATED COMPREHENSIVE LOSS

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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.

The pension amounts reclassified from Accumulated comprehensive loss included an income tax provision of $ 1 million, $ 23 million, and $ 2 million in 2023, 2022, and 2021, respectively.

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.

SEGMENT INFORMATION

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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.

• Our Siding segment serves diverse end markets with a broad product offering, 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).

Our Siding Solutions products consist of a full line of engineered wood siding, trim, soffit, and fascia.

• 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).

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

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

• 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 evaluates performance and allocates resources based primarily on net sales and segment Adjusted EBITDA for our business segments.

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.

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 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

NET SALES BY BUSINESS SEGMENT

Siding $ 1,328 $ 1,469 $ 1,170

OSB 1,026 2,062 2,387

LPSA 205 241 265

Other 22 84 95

Intersegment Sales — ( 2 ) ( 3 )

Total sales $ 2,581 $ 3,854 $ 3,915

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 charges 1

5 3 — 8 14 22

Adjusted EBITDA $ 390 $ 298 $ 42 $ 730 $ ( 42 ) $ 688

1 Other charges includes stock compensation, income (loss) non-controlling interest and income from equity in unconsolidated affiliates.

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 charges 1

3 2 — 5 18 23

Adjusted EBITDA $ 269 $ 220 $ 42 $ 531 $ ( 53 ) $ 478

1 Other 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 charges 1

4 2 1 7 19 25

Adjusted EBITDA $ 339 $ 1,034 $ 77 $ 1,450 $ ( 61 ) $ 1,389

1 Other charges includes stock compensation, income (loss) non-controlling interest and income from equity in unconsolidated affiliates.

Year Ended December 31,

NET INCOME TO ADJUSTED EBITDA RECONCILIATION

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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

Adjusted EBITDA $ 688 $ 478 $ 1,389

SEGMENT ADJUSTED EBITDA

Siding $ 269 $ 339 $ 289

OSB 220 1,034 1,531

LPSA 42 77 113

Other ( 17 ) ( 23 ) ( 20 )

Corporate ( 36 ) ( 38 ) ( 36 )

Adjusted EBITDA $ 478 $ 1,389 $ 1,877

Year Ended December 31,

Depreciation and Amortization

Siding $ 67 $ 46 $ 34

Non-segment related — — —

Total depreciation and amortization $ 119 $ 129 $ 114

Capital Expenditures

Siding $ 108 $ 212 $ 316

LPSA 19 20 20

Non-segment related 10 21 4

Other 3 10 22

Total capital expenditures $ 183 $ 300 $ 412

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Siding $ 1,319 $ 1,291

Non-segment related 444 589

Other 551 455

Total assets $ 2,569 $ 2,437

Non-segment related assets include cash and cash equivalents, short-term and long-term investments, corporate assets, and other items.

Other segment related assets include cash and cash equivalents, short-term and long-term investments, corporate assets, and other items.

Information concerning our geographic segments is as follows (dollars in millions):

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LPSA 214 241 273

Intercompany sales ( 535 ) ( 575 ) ( 344 )

Inter-segment sales ( 559 ) ( 535 ) ( 575 )

Total Sales $ 2,941 $ 2,581 $ 3,854

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South America 93 104 87

Total assets $ 1,572 $ 1,382 $ 1,106

Total identifiable tangible long lived assets

$ 1,624 $ 1,572 $ 1,382

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data