10 unchanged sentences
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.
−Removed: Other Information
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
23 unchanged sentences
February 22, 2022
+Added: Other Information
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
+Added: Not applicable.
Directors, Executive Officers and Corporate Governance
3 unchanged sentences
Information regarding our executive officers is incorporated herein by reference to the material included under the caption “Executive Officers” in our 2022 Proxy Statement.
−Removed: Section 16(a) Compliance
−Removed: Information regarding compliance with Section 16(a) of the Securities Exchange Act of 1934 is incorporated herein by reference to the material included under the caption “Delinquent Section 16(a) Reports” in our 2021 Proxy Statement.
+Added: Delinquent Section 16(a) Reports
+Added: Information regarding compliance with Section 16(a) of the Exchange Act is incorporated herein by reference to the material included under the caption “Delinquent Section 16(a) Reports” in our 2022 Proxy Statement.
Audit Committee
2 unchanged sentences
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.
−Removed: Each of these documents, as well as the charters of the Governance and Corporate Responsibility Committee, Finance and Audit Committee, Compensation Committee and Executive Committee are available on our website at www.lpcorp.com on the "Investor Relations" tab under the caption “Corporate Governance.” 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.
+Added: Each of these documents, as well as the charters of the Governance and Corporate Responsibility Committee, Finance and Audit Committee, Compensation Committee and Executive Committee are available on our website at www.lpcorp.com on the “Investor Relations” tab under the caption “Corporate Governance.”
+Added: 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 or our principal accounting officer or controller, or persons performing similar functions, will be disclosed on our website at http://www.lpcorp.com under the “Investor Relations” tab, in the Corporate Governance section.
+Added: Any such description will be located on our website for a period of 12 months following the amendment or waiver.
+Added: 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.
Executive Compensation
6 unchanged sentences
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 2022 Proxy Statement.
−Removed: Principal Accounting Fees and Services
+Added: Principal Accountant Fees and Services
Information regarding fees and services provided by our principal accountant and the LP Finance 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 2022 Proxy Statement.
11 unchanged sentences
Report of Independent Registered Public Accounting Firm.
+Added: (PCAOB ID No.
Interim Financial Results (unaudited).
No other financial statement schedules are required to be filed.
−Removed: The exhibits filed as part of this annual report on Form 10-K or incorporated by reference herein are listed below.
+Added: 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 (*).
3 unchanged sentences
Incorporated herein by reference to Exhibit 3.1 to LP’s Annual Report on Form 10-K for the year ended December 31, 2007.
−Removed: 3.1 (a) Amended Certificate of Designation of Series A Junior Participating Cumulative Preferred Stock.
+Added: 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.
1 unchanged sentence
Incorporated herein by reference to Exhibit 3.1 to LP’s Current Report on Form 8-K, filed on August 4, 2015.
−Removed: 4.1 Indenture, dated as of September 14, 2016, between LP and The Bank of New York Mellon Trust Company, N.A., as trustee, including form of 4.875% Senior Note due 2024.
−Removed: Incorporated herein by reference to Exhibit 4.1 to LP's Current Report on Form 8-K, filed on September 14, 2016.
+Added: 4.1 Indenture, dated as of March 11, 2021, between LP and The Bank of New York Mellon Trust Company, N.A., as trustee.
+Added: 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.
−Removed: 10.1(a) First Amended and Restated Credit Agreement, dated as of June 27, 2019, among Louisiana-Pacific Corporation, as borrower, certain subsidiaries of the borrower from time to time party thereto, as guarantors, American AgCredit, PCA, as administrative agent and sole lead arranger, CoBank, ACB, as L/C Issuer and lenders party thereto.
+Added: Incorporated by reference to Exhibit 4.2 to LP's Annual Report on Form 10-K for the year ended December 31, 2020.
+Added: 10.1 First Amended and Restated Credit Agreement, dated as of June 27, 2019, among Louisiana-Pacific Corporation, as borrower, certain subsidiaries of the borrower from time to time party thereto, as guarantors, American AgCredit, PCA, as administrative agent and sole lead arranger, CoBank, ACB, as L/C Issuer and lenders party thereto.
Incorporated herein by reference to Exhibit 10.1 to LP’s Current Report on Form 8-K, filed on June 28, 2019.
−Removed: 10.1(b) Amended and Restated Security Agreement, dated as of June 27, 2019, among Louisiana-Pacific Corporation and American AgCredit, PCA.
+Added: 10.2 Amended and Restated Security Agreement, dated as of June 27, 2019, among Louisiana-Pacific Corporation and American AgCredit, PCA.
Incorporated herein by reference to Exhibit 10.2 to LP’s Current Report on Form 8-K, filed on June 28, 2019.
+Added: 10.3 First Amendment to Amended and Restated Credit Agreement, dated May 1, 2020, 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.
+Added: Incorporated by reference to Exhibit 10.1 to LP’s Current Report on Form 8-K, filed on May 5, 2020.
+Added: 10.4 Second Amendment to Amended and Restated Credit Agreement, dated May 27, 2020, 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.
+Added: Incorporated by reference to Exhibit 10.1 to LP’s Current Report on Form 8-K filed on May 29, 2020.
+Added: 10.5 Negative Consent (February 2021), dated February 2, 2021, from American AgCredit, PCA, as administrative agent, to the lenders party to that certain First Amended and Restated Credit Agreement, dated as of June 27, 2019, among Louisiana-Pacific Corporation, as borrower, certain subsidiaries of the borrower from time to time party thereto, as guarantors, American AgCredit PCA, as administrative agent and sole lead arranger, CoBank, ACB, as L/C Issuer and lenders party thereto.
+Added: Incorporated herein by reference to Exhibit 10.1 to LP’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.
+Added: 10.6 Third Amendment to Amended and Restated Credit Agreement, dated June 8, 2021, 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.
+Added: Incorporated herein by reference to Exhibit 10.1 to LP’s Current Report on Form 8-K, filed on June 8, 2021.
+Added: 10.7 Fourth Amendment to Amended and Restated Credit Agreement, dated August 6, 2021, 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.
+Added: Incorporated herein by reference to Exhibit 10.1 to LP’s Current Report on Form 8-K, filed on August 6, 2021.
10.8 1992 Non-Employee Director Stock Option Plan (Amended and Restated as of May 8, 2009).
8 unchanged sentences
Incorporated herein by reference to Exhibit 10.14 to LP's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011.
−Removed: 10.7(a) 2013 Omnibus Stock Award Plan, Effective May 3, 2013.
+Added: 10.13 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.
−Removed: 10.7(b) Amendment No 1 to Louisiana-Pacific Corporation 2013 Omnibus Stock Award Plan.
+Added: 10.14 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.*
1 unchanged sentence
Incorporated by reference to Exhibit 10.19 to LP's Annual Report on Form 10-K for the year ended December 31, 2015.*
−Removed: 10.9 Form of Restricted Stock Award Agreement under the 2013 Omnibus Stock Award Plan.
−Removed: Incorporated by reference to Exhibit 10.20 to LP's Annual Report on Form 10-K for the year ended December 31, 2015.*
−Removed: 10.10 Form of Restricted Stock Unit Award Agreement under the 2013 Omnibus Stock Award Plan.
−Removed: Incorporated by reference to Exhibit 10.21 to LP's Annual Report on Form 10-K for the year ended December 31, 2015.*
−Removed: 10.11 Form of Restricted Stock Unit Award Agreement with certain retirement provisions under the 2013 Omnibus Stock Award Plan.
−Removed: Incorporated herein by reference to Exhibit 10.22 to LP's Annual Report on Form 10-K for the year ended December 31, 2016.
−Removed: 10.12 Form of Performance Shares Award Agreement under the 2013 Omnibus Stock Award Plan.
−Removed: Incorporated herein by reference to Exhibit 10.23 to LP's Annual Report on Form 10-K for the year ended December 31, 2016.
−Removed: 10.13 Form of Performance Shares Award Agreement with certain retirement provisions under the 2013 Omnibus Stock Award Plan.
−Removed: Incorporated herein by reference to Exhibit 10.24 to LP's Annual Report on Form 10-K for the year ended December 31, 2016.
10.16 Form of Stock Appreciation Rights Award Agreement with certain retirement provisions under the 2013 Omnibus Stock Award Plan.
4 unchanged sentences
Incorporated herein by reference to Exhibit 10.26 to LP’s Current Report on Form 8-K, filed on March 4, 2015.
−Removed: 10.17 Form of Restricted Stock Unit Award Agreement under the 2013 Omnibus Stock Award Plan with certain prorated vesting.
−Removed: Incorporated herein by reference to Exhibit 10.24 to LP's Annual Report on Form 10-K for the year ended December 31, 2017.
−Removed: 10.18 Form of Performance Stock Unit Award Agreement under the 2013 Omnibus Stock Award Plan with certain prorated vesting.
−Removed: Incorporated herein by reference to Exhibit 10.25 to LP's Annual Report on Form 10-K for the year ended December 31, 2017.*
10.19 Form of Restricted Stock Unit Award agreement for directors under the 2013 Omnibus Stock Award Plan.
12 unchanged sentences
Incorporated herein by reference to Exhibit 10.4 to LP's Current Report on Form 8-K, filed on May 14, 2019.*
−Removed: 10.26 Form of Restricted Stock Unit Award Agreement with certain prorated vesting under the 2013 Omnibus Stock Award Plan.
+Added: 10.26 Form of Restricted Stock Unit Award Agreement with retirement provisions under the 2013 Omnibus Stock Award Plan.
Incorporated herein by reference to Exhibit 10.5 to LP's Current Report on Form 8-K, filed on May 14, 2019.*
3 unchanged sentences
Incorporated herein by reference to Exhibit 10.3 to LP's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.*
−Removed: 10.29 Separation Agreement with Mr.
−Removed: Incorporated herein by reference to Exhibit 10.1 to LP's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.*
−Removed: 10.30 First Amendment to Amended and Restated Credit Agreement, dated May 1, 2020, 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.
−Removed: Incorporated by reference to Exhibit 10.1 to LP’s Current Report on Form 8-K, filed on May 5, 2020.
10.29 Form of 2020 Performance Shares Award Agreement under the 2013 Omnibus Stock Award Plan.
Incorporated by reference to Exhibit 10.1 to LP’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.*
−Removed: 10.32 Second Amendment to Amended and Restated Credit Agreement, dated May 27, 2020, 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.
−Removed: Incorporated by reference to Exhibit 10.1 to LP’s Current Report on Form 8-K filed on May 29, 2020.
10.30 Amended and Restated LP Non-Employee Directors Compensation Plan.
Incorporated by reference to LP’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.*
+Added: 10.31 Form of Restricted Stock Unit Award Agreement under the 2013 Omnibus Stock Award Plan with retirement provisions.
+Added: 10.32 Form of Restricted Stock Unit Award Agreement under the 2013 Omnibus Stock Award Plan.
+Added: 10.33 Form of 2022 Performance Shares Award Agreement under the 2013 Omnibus Stock Award Plan.
21 List of LP’s subsidiaries.
3 unchanged sentences
32 Certifications pursuant to §906 of the Sarbanes-Oxley Act of 2002.
+Added: 101.INS XBRL Instance Document.*
+Added: 101.SCH XBRL Taxonomy Extension Schema Document.*
+Added: 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.*
+Added: 101.LAB XBRL Taxonomy Extension Label Linkbase Document.*
+Added: 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.*
+Added: 101.DEF XBRL Taxonomy Extension Definition Linkbase Document.*
+Added: 104 Cover Page Interactive Data File (embedded with Inline XBRL document and contained in Exhibit 101).*
Form 10-K Summary
17 unchanged sentences
(Principal Accounting Officer)
+Added: February 22, 2022 /s/ JOSE A.
February 22, 2022 /s/ TRACY EMBREE
February 22, 2022 /s/ LIZANNE C.
−Removed: February 18, 2021 /s/ STEPHEN E.
−Removed: February 18, 2021 /s/ OZEY K.
−Removed: February 18, 2021 /s/ DUSTAN E.
−Removed: February 18, 2021 /s/ KURT M.
February 22, 2022 /s/ F.
1 unchanged sentence
NICHOLAS GRASBERGER III
+Added: February 22, 2022 /s/ OZEY K.
+Added: February 22, 2022 /s/ STEPHEN E.
+Added: February 22, 2022 /s/ DUSTAN E.
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.