What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-02-22 compared with 2021-02-18 · 13 added, 44 removed, 15 unchanged (79% of the section changed)

2 unchanged sentences

DIVIDEND POLICY

We paid quarterly cash dividends of $0.145 per share for each quarter of 2020.

We paid quarterly cash dividends of $0.16 per share for the first and second quarters of 2021 and $0.18 per share for the third and fourth quarters of 2021.

We paid quarterly cash dividends of $0.145 per share for each quarter of 2020.

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 the discretion of LP’s Board of Directors depending upon, among other factors, our financial condition and other general market and business conditions, and legal and contractual restrictions on the payment of dividends, including compliance with the terms of our Amended Credit Facility.

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, and other general market and business conditions, and legal and contractual restrictions on the payment of dividends, including compliance with the terms of our Amended Credit Facility.

ISSUER PURCHASES OF EQUITY SECURITIES

In February 2020, LP’s Board of Directors authorized a stock repurchase plan under which LP may repurchase up to $200 million of shares of LP’s common stock.

In November 2020, LP’s Board of Directors authorized the expansion of this stock repurchase plan under which LP may repurchase up to an additional $300 million of shares of LP’s common stock.

LP may initiate, discontinue or resume purchases of its common stock under this authorization in the open market, in privately negotiated transactions, including under SEC Rule 10b5-1 plans, or otherwise at any time or from time to time without prior notice.

In February 2020, LP’s Board of Directors authorized the 2020 Share Repurchase Program under which LP was authorized to repurchase up to $200 million of shares of LP’s common stock.

In November 2020, LP’s Board of Directors authorized the expansion of the 2020 Share Repurchase Program, under which LP was authorized to repurchase up to an additional $300 million of shares of LP’s common stock.

The 2020 Share Repurchase Program was exhausted in May 2021.

On May 4, 2021, LP's Board of Directors authorized the 2021 Share Repurchase Program under which LP was authorized to repurchase up to $1,000 million of shares of LP's common stock (the First 2021 Share Repurchase Program).

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

The First 2021 Share Repurchase Program was exhausted in December 2021.

LP may initiate, discontinue, or resume purchases of its common stock under the Second 2021 Share Repurchase Program in the open market, in block, and 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, 2021:

1 unchanged sentence

Approximate Dollar Value of Shares Available for Repurchase Under the Plans or Programs

( in millions )

( in millions ) at period end

October 1, 2021 - October 31, 2021 2,124,635 $ 64.14 2,124,635 $ 177

2 unchanged sentences

Total for Fourth Quarter 2021 4,619,935 4,619,935

1 As of December 31, 2020, $200 million has been used to repurchase our common stock under SEC Rule 10b5-1 plans.

Additional repurchases of common stock may be made through open market, block and privately-negotiated transactions, including SEC Rule 10b5-1 plans, at such times and in such amounts as management deems appropriate, subject to Board of Directors' authorization, market and business conditions, regulatory requirements, and other factors.

1 As of December 31, 2021, we have not repurchased any shares of our common stock under the Second 2021 Share Repurchase Program.

Additional repurchases of common stock may be made through open market, block and privately negotiated transactions, including SEC Rule 10b5-1 plans, at such times and in such amounts as management deems appropriate, subject to Board of Directors' authorization, market and business conditions, regulatory requirements,

and other factors.

PERFORMANCE GRAPH

1 unchanged sentence

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.

1 We have selected the S&P Building Products Index, which represents large capitalization building products industry performance, as our peer index for comparison in this performance graph as we believe it is representative of the industry in which we compete.

The Dow Jones U.S.

Forestry & Paper Index was presented as a comparison in our annual report on Form 10-K for our fiscal year ended December 31, 2019 performance graph as a peer index, in addition to a comparison against the S&P 500 Building Products Index, but it was discontinued on September 18, 2020 and so we are unable to continue to include this index going forward.

Selected Financial Data

Dollar amounts in millions, except per share 2020 2019 2018 2017 (1)

Year ended December 31

SUMMARY INCOME STATEMENT DATA

Net sales $ 2,788 $ 2,310 $ 2,828 $ 2,734 $ 2,233

Income from continuing operations $ 497 $ (10) $ 399 $ 391 $ 150

Net income $ 497 $ (10) $ 395 $ 390 $ 150

Net income attributed to LP $ 499 $ (5) $ 395 $ 390 $ 150

Income from continuing operations, per share—basic $ 4.48 $ (0.04) $ 2.79 $ 2.71 $ 1.05

Income from continuing operations, per share—diluted $ 4.46 $ (0.04) $ 2.76 $ 2.67 $ 1.03

Net income per share—basic $ 4.48 $ (0.04) $ 2.76 $ 2.70 $ 1.04

Net income attributed per share—diluted $ 4.46 $ (0.04) $ 2.73 $ 2.66 $ 1.03

Average shares of common stock outstanding

Basic 111 123 143 144 143

Diluted 112 123 144 146 145

Cash dividends declared per common share

$ 0.58 $ 0.54 $ 0.52 $ — $ —

SUMMARY BALANCE SHEET INFORMATION

Cash and cash equivalents $ 535 $ 181 $ 878 $ 928 $ 659

Working capital (excluding cash and cash equivalents) $ 172 $ 194 $ 147 $ 162 $ 120

Total assets $ 2,086 $ 1,835 $ 2,514 $ 2,449 $ 2,031

Long-term debt, excluding current portion $ 348 $ 348 $ 347 $ 351 $ 374

Capital expenditures $ (77) $ (163) $ (214) $ (149) $ (125)

Acquisition of businesses / investment in unconsolidated affiliates $ — $ 27 $ (45) $ (21) $ —

NON-GAAP MEASURES

Adjusted EBITDA (2)

$ 781 $ 209 $ 660 $ 678 $ 350

Adjusted Income (2)

$ 482 $ 45 $ 397 $ 339 $ 130

(1) As of January 1, 2018, we adopted guidance under ASU No 2017-17, "Retirement Benefits - Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost" which reclassified interest cost, expected return on assets, amortization of prior service costs, amortization of net actuarial losses and settlement costs from Cost of sales, Selling, general and administrative expenses and Other operating credits and charges to Non-operating income (expense).

(2) See reconciliation and definitions to the most directly reportable U.S.

generally accepted accounting principles (U.S.

GAAP) measures included in Item 7 of this annual report on Form 10-K.

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 5. Market for Registrant’s Common Equity