Item 8. Financial Statements and Supplementary Data
ITEM 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Louisiana-Pacific Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Louisiana-Pacific Corporation and subsidiaries (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, cash flows, and stockholders’ equity, for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 21, 2023, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the Finance and Audit Committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
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Retirement Plans and Post-Retirement Benefits— Refer to Notes 1 and 16 to the financial statements
Critical Audit Matter Description
The Company has a number of frozen defined benefit pension plans in the U.S. and Canada covering many of their employees. In November 2021, the Company initiated the termination of both the U.S. and Canadian defined benefit pension plans (“Plans”). Such Plans were substantially settled during the year ended December 31, 2022 and accordingly, the net pension obligations were removed from the Company’s consolidated balance sheet as of December 31, 2022. Legal termination of the Plans will not occur until all regulatory requirements are satisfied, which is expected to occur in 2023. Under the termination, Plan participants received their full accrued benefits by having elected to receive either a lump sum distribution or an annuity contract with a qualifying third-party annuity provider. Expenses and liabilities related to the defined benefit pension obligation were recorded based on various actuarial assumptions, including discount rate, assumed rates of return, and assumptions related to the rate above mentioned by participants.
We identified the Company’s settlement of the pension plans as a critical audit matter given the subjectivity pertaining to the remeasurement period and non-routine nature of such transaction. Performing audit procedures to evaluate the settlement required a high degree of auditor judgement and increased extent of effort, which included the need to involve an actuarial specialist.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Company’s remeasurement and settlement of the defined benefit pension obligation included the following, among others:
• We tested the effectiveness of the internal controls over the valuation of the defined benefit pension obligation at remeasurement and the settlement.
• We consulted with technical experts as to the accounting treatment
• We tested the completeness and accuracy of the underlying source information by:
• Selecting a sample of the annuity & lump sum elections and related payments
• Selecting a sample of census data changes.
• With the assistance of our actuarial specialist, we evaluated the settlement methodology utilized to select the measurement date, census date, service cost, interest cost, and amortization of prior service costs and (gain)/losses for conformity with applicable accounting guidance.
/s/ Deloitte & Touche LLP
Nashville, Tennessee
February 21, 2023
We have served as the Company’s auditor since 1997.
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Consolidated Statements of Income
Dollar amounts in millions, except per share
Year Ended December 31,
2022
2021
2020
Net sales $ 3,854 $ 3,915 $ 2,399
Cost of sales ( 2,355 ) ( 1,952 ) ( 1,566 )
Gross profit 1,498 1,963 833
Selling, general, and administrative expenses ( 264 ) ( 223 ) ( 195 )
Loss on impairments ( 1 ) ( 6 ) ( 16 )
Other operating credits and charges, net 16 1 ( 7 )
Income from operations 1,250 1,734 615
Interest expense ( 11 ) ( 14 ) ( 19 )
Investment income 14 1 4
Other non-operating items ( 97 ) ( 22 ) 4
Income before income taxes 1,155 1,700 604
Provision for income taxes ( 274 ) ( 402 ) ( 121 )
Equity in unconsolidated affiliate 4 4 1
Income from continuing operations 885 1,302 484
Income from discontinued operations, net of income taxes 198 71 12
Net income $ 1,083 $ 1,373 $ 497
Net loss attributed to noncontrolling interest 3 4 2
Net income attributed to LP $ 1,086 $ 1,377 $ 499
Net income attributed to LP per share of common stock:
Income per share continuing operations - basic $ 11.40 $ 13.46 $ 4.37
Income per share discontinued operations - basic 2.54 0.73 0.11
Net income per share - basic $ 13.94 $ 14.19 $ 4.48
Income per share continuing operations - diluted $ 11.34 $ 13.37 $ 4.35
Income per share discontinued operations - diluted 2.52 0.73 0.11
Net income per share - diluted $ 13.87 $ 14.09 $ 4.46
Average shares of common stock used to compute net income per share:
Basic 78 97 111
Diluted 78 98 112
See Notes to the Consolidated Financial Statements.
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Consolidated Statements of Comprehensive Income
Dollar amounts in millions
Year Ended December 31,
2022
2021
2020
Net income $ 1,083 $ 1,373 $ 497
Other comprehensive income, net of tax
Foreign currency translation adjustments 2 ( 28 ) ( 1 )
Unrealized gains on securities, net of reversals — — ( 3 )
Changes in defined benefit pension plans 71 5 8
Other 1 — ( 2 )
Other comprehensive income (loss), net of tax 75 ( 23 ) 2
Comprehensive income $ 1,158 $ 1,350 $ 499
Comprehensive loss associated with noncontrolling interest 3 4 2
Comprehensive income attributed to LP $ 1,161 $ 1,354 $ 501
See Notes to the Consolidated Financial Statements.
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Consolidated Balance Sheets
Dollar amounts in millions
December 31,
2022
2021
ASSETS
Cash and cash equivalents $ 369 $ 358
Receivables, net of allowance for doubtful accounts of $ 1 million at December 31, 2022, and 2021, respectively
127 169
Inventories 337 278
Prepaid expenses and other current assets 20 17
Current assets of discontinued operations — 68
Total current assets 854 890
Timber and timberlands 40 42
Property, plant and equipment, net 1,326 1,039
Operating lease assets, net 44 50
Goodwill and other intangible assets 36 39
Investments in and advances to affiliates 6 7
Restricted cash 14 13
Other assets 24 25
Deferred tax asset 7 2
Long-term assets of discontinued operations — 87
Total assets $ 2,350 $ 2,194
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued liabilities $ 317 $ 304
Income taxes payable 19 13
Current liabilities of discontinued operations — 34
Total current liabilities 336 351
Long-term debt 346 346
Deferred income taxes 113 86
Non-current operating lease liabilities 41 44
Contingency reserves, excluding current portion 26 24
Other long-term liabilities 53 63
Long term liabilities of discontinued operations — 42
Total liabilities 916 955
Commitments and contingencies (Note 14)
Redeemable noncontrolling interest — 4
Stockholders’ equity:
Preferred stock, $ 1 par value; 15,000,000 shares authorized, no shares issued
— —
Common stock, $ 1 par value; 200,000,000 shares authorized; 87,986,865 shares issued, and 71,748,200 shares issued and outstanding, respectively, as of December 31, 2022; 102,415,883 shares issued and 85,636,154 shares issued and outstanding, respectively, as of December 31, 2021
88 102
Additional paid-in capital 462 458
Retained earnings 1,371 1,239
Treasury stock, 16,238,665 shares and 16,779,729 shares, at cost as of December 31, 2022, and 2021, respectively
( 388 ) ( 390 )
Accumulated comprehensive loss ( 99 ) ( 174 )
Total stockholders’ equity 1,433 1,235
Total liabilities and stockholders’ equity $ 2,350 $ 2,194
See Notes to the Consolidated Financial Statements.
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Consolidated Statements of Cash Flows
Dollar amounts in millions
Year Ended December 31,
2022
2021
2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,083 $ 1,373 $ 497
Adjustments to net income:
Depreciation and amortization 132 119 111
Loss on impairment 1 6 16
Gain on sale of assets, net ( 157 ) — —
Pension loss due to settlement 82 2 —
Loss on early debt extinguishment — 11 —
Deferred taxes 1 7 2
Other adjustments, net 33 11 18
Changes in assets and liabilities (net of acquisitions and divestitures):
Receivables 22 ( 14 ) ( 53 )
Inventories ( 66 ) ( 71 ) ( 12 )
Prepaid expenses and other current assets ( 7 ) — ( 4 )
Accounts payable and accrued liabilities 15 46 30
Income taxes payable, net of receivables 6 ( 5 ) 54
Net cash provided by operating activities 1,144 1,484 659
CASH FLOWS FROM INVESTING ACTIVITIES
Property, plant, and equipment additions ( 414 ) ( 254 ) ( 77 )
Proceeds from business divestiture 268 — 15
Redemption of insurance cash surrender value — — 10
Other investing activities, net — 5 3
Net cash used in investing activities ( 146 ) ( 247 ) ( 49 )
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of long-term debt — ( 359 ) ( 350 )
Borrowing of long-term debt — 350 350
Payment of cash dividends ( 69 ) ( 66 ) ( 65 )
Purchase of stock ( 900 ) ( 1,300 ) ( 200 )
Other financing activities, net ( 13 ) ( 13 ) ( 7 )
Net cash used in financing activities ( 982 ) ( 1,388 ) ( 272 )
EFFECT OF EXCHANGE RATE ON CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ( 5 ) ( 14 ) 2
Net increase (decrease) in cash, cash equivalents, and restricted cash 12 ( 164 ) 340
Cash, cash equivalents, and restricted cash at the beginning of the year 371 535 195
Cash, cash equivalents, and restricted cash at the end of the year $ 383 $ 371 $ 535
Supplemental cash flow information:
Cash paid for income taxes, net $ ( 320 ) $ ( 421 ) $ ( 70 )
Tax authority deposit applied to income taxes $ — $ — $ ( 32 )
Cash paid for interest, net $ ( 14 ) $ ( 16 ) $ ( 18 )
Unpaid capital expenditures $ 48 $ 46 $ 16
See Notes to the Consolidated Financial Statements.
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Consolidated Statements of Stockholders’ Equity
Dollar and share amounts in millions, except per share amounts
Common Stock Treasury Stock Additional
Paid-In
Capital Retained
Earnings Accumulated
Comprehensive
Loss Total
Stockholders’
Equity
Shares Amount Shares Amount
Balance as of December 31, 2019
130 $ 130 18 $ ( 406 ) $ 454 $ 966 $ ( 153 ) $ 991
Net income attributed to LP — — — — — 499 — 499
Cash dividends on common stock paid ($ 0.145 per share quarterly)
— — — — — ( 65 ) — ( 65 )
Issuance of shares under stock plans, net of taxes withheld — — ( 1 ) 9 ( 12 ) — — ( 3 )
Purchase of stock ( 6 ) ( 6 ) — — — ( 194 ) — ( 200 )
Compensation expense associated with stock-based compensation — — — — 12 — — 12
Noncontrolling interest redemption value adjustment — — — — ( 2 ) — — ( 2 )
Other comprehensive loss — — — — — — 2 2
Balance as of December 31, 2020
124 124 17 ( 397 ) 452 1,206 ( 151 ) 1,234
Net income attributed to LP — — — — — 1,377 — 1,377
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)
— — — — — ( 66 ) — ( 66 )
Issuance of shares under stock plans, net of taxes withheld — — — 7 ( 12 ) — — ( 5 )
Purchase of stock ( 21 ) ( 21 ) — — — ( 1,279 ) — ( 1,300 )
Compensation expense associated with stock-based compensation — — — — 17 — — 17
Other comprehensive loss — — — — — — ( 23 ) ( 23 )
Balance as of December 31, 2021
102 102 17 ( 390 ) 458 1,239 ( 174 ) 1,235
Net income attributed to LP — — — — — 1,086 — 1,086
Cash dividends on common stock paid ($ 0.22 per share quarterly)
— — — — — ( 69 ) — ( 69 )
Issuance of shares under stock plans, net of taxes withheld — — ( 1 ) 2 ( 15 ) — — ( 13 )
Purchase of stock ( 14 ) ( 14 ) — — — ( 886 ) — ( 900 )
Compensation expense associated with stock-based compensation — — — — 19 — — 19
Other comprehensive loss — — — — — — 75 75
Balance as of December 31, 2022
88 $ 88 16 $ ( 388 ) $ 462 $ 1,371 $ ( 99 ) $ 1,433
See Notes to the Consolidated Financial Statements.
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INDEX TO THE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note: Description Page No.
Note 1 Summary of Significant Accounting Policies
50
Note 2 Present and Prospective Accounting Pronouncements
56
Note 3 Revenue
56
Note 4 Earnings Per Share
58
Note 5 Goodwill and Other Intangible Assets
58
Note 6 Discontinued Operations
59
Note 7 Redeemable Noncontrolling Interest
61
Note 8 Income Taxes
61
Note 9 Leases
63
Note 10 Long-Term Debt
65
Note 11 Stockholders' Equity
67
Note 12 Other Operating and Non-Operating Income (Expense)
69
Note 13 Impairment of Long-Lived Assets
70
Note 14 Commitments and Contingencies
71
Note 15 Product Warranties
73
Note 16 Retirement Plans and Post-Retirement Benefits
73
Note 17 Accumulated Comprehensive Income
79
Note 18 Segment Information
79
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
Louisiana-Pacific Corporation and our subsidiaries are a leading provider of high-performance building solutions that meet the demands of builders, remodelers, and homeowners worldwide. Serving the new home construction, repair and remodeling, and outdoor structures markets, we have leveraged our expertise to become an industry leader known for innovation, quality, and reliability. The principal customers for our building solutions are retailers, wholesalers, and homebuilding and industrial businesses, in North America and South America, with limited sales to Asia, Australia, and Europe. The Company operates 22 plants across the U.S., Canada, Chile, and Brazil, through foreign subsidiaries, and operates additional facilities through a joint venture. References to "LP," the "Company," "we," "our," and "us" refer to Louisiana-Pacific Corporation and its consolidated subsidiaries as a whole.
During the year ended December 31, 2022, we sold our 50 % equity interest in two joint ventures that produce I-joists to Resolute Forest Products Inc., and we sold the remaining assets related to the EWP segment. Accordingly, we have classified the related assets and liabilities associated with the EWP segment as discontinued operations in our Consolidated Balance Sheets. The results of our EWP segment have been presented as discontinued operations in our Consolidated Statements of Income for all periods presented. See Note 6 –Discontinued Operations for additional information.
See Note 18 below for further information regarding our products and segments.
Basis of Presentation
The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Actual results could differ from those estimates.
The Consolidated Financial Statements include the accounts of LP and our controlled subsidiaries. All intercompany transactions, profits, and balances have been eliminated. All dollar amounts are in millions except per share.
Reclassifications
In addition to the classification of the EWP segment as discontinued operations, we have made certain immaterial reclassifications to prior period presentation in order to conform to the current year presentation.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and short-term investments of three months or less when purchased. These investments are stated at cost, which approximates market value.
Receivables
Receivables consisted of the following (dollars in millions):
December 31,
2022
2021
Trade receivables $ 106 $ 156
Other receivables 19 13
Income tax receivable 4 1
Allowance for doubtful accounts ( 1 ) ( 1 )
Total $ 127 $ 169
Trade receivables are primarily generated by sales of our products to our wholesale and retail customers. Other
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receivables at December 31, 2022 and 2021 primarily consisted of sales tax receivables, vendor rebates, a receivable associated with an affiliate, and other miscellaneous receivables.
Fair Value Measurements
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. We are required to classify these financial assets and liabilities into two groups: (1) recurring, measured on a periodic basis, and (2) non-recurring, measured on an as-needed basis.
There are three levels of inputs that may be used to measure fair value:
Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2 Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable or can be corroborated by observable market data.
Level 3 Valuations based on models where significant inputs are not observable. Unobservable inputs are used when little or no market data is available and reflect the Company’s own assumptions about the assumptions market participants would use.
The Company's financial instruments consist of cash and cash equivalents, short-term receivables, trade payables, debt instruments, and trading securities. Carrying amounts reported on the balance sheet for cash and cash equivalents, receivables, and accounts payable approximate fair value due to the short-term maturity of these instruments.
Trading securities consist of rabbi trust financial assets, which are recorded in other assets in our Consolidated Balance Sheets. The rabbi trust holds assets attributable to the elections of certain management employees to defer the receipt of a portion of their compensation. The assets of the rabbi trust are invested in mutual funds and are reported at fair value based on active market quotations, which represent Level 1 inputs.
Inventories
Inventories are valued at the lower of cost or net realizable value. Inventory costs include materials, labor, and operating overhead. The FIFO (first-in, first-out) or average cost methods are used to value our inventories as of December 31, 2022. Included in the inventory balance is a lower of cost or market adjustment of $ 22 million as of December 31, 2022, and $ 6 million as of December 31, 2021. Inventory consisted of the following (dollars in millions):
December 31,
2022
2021
Logs $ 59 $ 50
Other raw materials 72 57
Semi-finished inventory 25 20
Finished products 180 150
Total $ 337 $ 278
Timber and Timberlands
Timber and timberlands are comprised of timber deeds and allocations of the purchase price to Canadian timber harvesting licenses. Timber deeds are transactions in which we purchase timber but not the underlying land. The cost of timber deeds is capitalized in timber and timberlands and charged to the cost of timber harvested as the volume is removed. Timber that has been severed but has not yet been delivered to a facility is included in timber and timberlands. As of December 31, 2022, and 2021, we had timber and timberlands of $ 12 million.
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Timber licenses have a life of twenty to twenty-five years . These licenses are amortized on a straight-line basis over the life of the facilities. As of December 31, 2022, and 2021, we had timber licenses of $ 28 million and $ 30 million, respectively. Certain Canadian timber harvesting licenses also include future requirements for reforestation. The fair value of the future estimated reforestation obligation is accrued and recognized in cost of sales based on the volume of timber harvested; fair value is determined by discounting the estimated future cash flows using a credit adjusted risk-free rate. Subsequent changes to the fair value resulting from the passage of time and revisions to fair value calculations are recognized in earnings as they occur.
Property, Plant, and Equipment
Property, plant, and equipment, including capitalized interest, are recorded at cost and consisted of the following (dollars in millions):
December 31,
2022
2021
Land, land improvements, and logging roads, net of road amortization $ 193 $ 168
Buildings 428 333
Machinery and equipment 2,124 1,934
Construction in progress 253 201
2,998 2,636
Accumulated depreciation ( 1,672 ) ( 1,596 )
Property, plant, and equipment, net $ 1,326 $ 1,039
Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, which typically range from five to twenty years for buildings and land improvements, three to fifteen years for equipment, and the shorter of the lease term or estimated useful lives for leasehold improvements.
Depreciation and amortization expense on property, plant, and equipment was included in our Consolidated Statements of Income as noted below (dollars in millions):
Year Ended December 31,
2022
2021
2020
Cost of sales $ 121 $ 107 $ 100
Selling, general and administrative expenses 4 2 3
Total depreciation and amortization $ 124 $ 109 $ 102
Logging road construction costs are capitalized and included in land and land improvements. These costs are amortized as the timber volume adjacent to the road system is harvested.
Long-lived assets to be held and used (primarily property, plant, and equipment and timber and timberlands) are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. When impairment is indicated, the book values of the assets are written down to their estimated fair value as calculated by the expected discounted cash flow or estimated net sales price. See Note 13 below for a discussion of charges related to impairments of property, plant, and equipment.
Long-lived assets that are held for sale are written down to the estimated sales proceeds less cost to sell unless the estimated net proceeds exceed the carrying value.
Goodwill and Intangible Assets
Goodwill and indefinite-lived intangible assets are assessed annually for impairment during the fourth quarter or earlier upon the occurrence of certain events or substantive changes in circumstances. In accordance with ASC 350, Intangibles – Goodwill and Other, companies may opt to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. A qualitative assessment includes factors such as financial performance, industry and market metrics, and other factors affecting the reporting unit. If this assessment concludes that it is more likely than not that the fair value of a reporting unit exceeds its carrying value, then goodwill is not considered impaired, and no further impairment testing is required. Conversely, if the qualitative assessment concludes that it is more likely than not that the fair value of a reporting unit is less than
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its carrying value, we must then compare the fair value of the reporting unit to its carrying value. Impairment is evaluated by applying a fair value based test. Impairment losses would be recognized when the implied fair value of goodwill is less than its carrying value.
Our 2022 annual impairment assessment did not result in impairments of our goodwill or intangible assets. During each of the years ended December 31, 2021, and 2020, we recognized non-cash impairment charges of $ 5 million, associated with goodwill from the purchase of our off-site construction operation, Entekra. See Note 5 below for further discussion of goodwill and intangible assets.
Investments in Affiliates
We account for investments in affiliates when we do not have a controlling financial interest using the equity method under which LP’s share of earnings and losses of the affiliate is reflected in earnings, and dividends are credited against the investment in the affiliate when declared.
Restricted Cash
Our restricted cash accounts generally secure outstanding letters of credit. The restricted cash balance at December 31, 2022, and 2021, was $ 14 million and $ 13 million, respectively.
Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities were as follows (dollars in millions):
December 31,
2022
2021
Trade accounts payable $ 178 $ 180
Salaries and wages payable 66 65
Accrued customer incentives 46 31
Taxes other than income taxes 10 12
Current portion of operating lease liabilities 8 7
Other accrued liabilities 9 9
Total Accounts payable and accrued liabilities $ 317 $ 304
Other accrued liabilities at December 31, 2022, and 2021, primarily consisted of accrued interest, worker compensation liabilities, warranty reserves, and other items. Additionally, included in trade accounts payable is $ 48 million and $ 46 million related to capital expenditures that had not yet been paid as of December 31, 2022, and 2021, respectively.
Other Long-Term Liabilities
Other long-term liabilities were as follows (dollars in millions):
December 31,
2022
2021
Post-retirement obligations $ 7 $ 9
Asset retirement obligations 8 8
Uncertain tax positions 7 9
Warranty reserves 6 6
Pension benefit obligation 1 11
Other 25 20
Total Other long-term liabilities $ 53 $ 63
Other long-term liabilities at December 31, 2022 and 2021, consisted primarily of workers' compensation liabilities and investment tax incentives associated with property, plant, and equipment.
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Asset Retirement Obligations
We record the fair value of the legal and conditional obligations to retire and remove long-lived assets in the period in which the obligation is incurred. These obligations primarily consist of monitoring costs on closed landfills, timber reforestation obligations associated with our timber licenses in Canada, and site restoration costs. When the related liability is initially recorded, we capitalize the cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its settlement value, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, we recognize a gain or loss for any difference between the settlement amount and the liability recorded. The activity in our asset retirement obligation liability for 2022 and 2021 is summarized in the following table (dollars in millions).
Year Ended December 31,
2022
2021
Beginning balance $ 8 $ 10
Accretion expense — 1
Adjusted to expense (cost of sales and other operating credits and charges, net) ( 1 ) ( 2 )
Payments made — —
Ending balance $ 8 $ 8
Income Taxes
We account for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our Consolidated Financial Statements or tax returns. In estimating future tax consequences, we generally consider all expected future events other than the enactment of changes in tax laws or rates. The effect on deferred tax assets and liabilities of a change in tax rates will be recognized as income or expense in the period that includes the enactment date. Additionally, deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion of the deferred tax assets will not be realized.
We recognize the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.
We classify interest related to income tax liabilities or uncertain tax positions as interest expense or interest income and, if applicable, penalties are recognized as a component of income tax expense.
We are subject to global intangible low-taxed income, an incremental tax on foreign income. We have made an accounting election to record this tax in the period the tax arises.
Redeemable Noncontrolling Interest
Redeemable noncontrolling interest in subsidiaries that is redeemable outside of our control is classified as mezzanine equity and measured at the greater of the estimated redemption value at the end of each reporting period or the historical cost basis of the noncontrolling interest adjusted for cumulative earnings allocations. Net income attributed to noncontrolling interest is recorded in the Consolidated Statements of Income. Any adjustments to the redemption value of redeemable noncontrolling interest are recognized in either net income or through accumulated paid-in capital, depending on the nature of the underlying security (preferred or common units).
Stock-Based Compensation
We have stock award plans covering certain key employees and directors, which provide for awards of restricted stock units, performance stock units, stock-settled stock appreciation rights (SSARS), and stock options. In addition, we offer an Employee Stock Purchase Plan (ESPP) to employees.
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The fair value of our restricted stock and restricted stock units is the closing stock price of LP’s common stock the day preceding the grant date. The fair value of our performance stock units is estimated using the Monte Carlo simulation pricing model. The key assumptions used in this model include expected volatility, risk-free rate, and average and grant date stock prices. The estimate of expected volatility for performance units is based upon historical stock price volatility and the length of the performance period. The risk-free interest rate is based on zero-coupon U.S. Treasury bonds. The beginning average stock price equals the average closing value stock price over the defined period of trading days with the assumption that dividends distributed during the period were reinvested.
Foreign Currency Translation
The functional currency for our Canadian subsidiaries is the U.S. dollar. The books and records for these subsidiaries are maintained in the Canadian dollar. The financial statements of these foreign subsidiaries are remeasured into U.S. dollars using the historical exchange rate for property, plant, and equipment, timber and timberlands (related depreciation and amortization on both property, plant, and equipment and timber and timberlands), goodwill, and certain other non-monetary assets. We use the exchange rate at the balance sheet date for the remaining assets and liabilities, including deferred taxes. A weighted average exchange rate is used for each period for revenues and expenses. These transaction gains or losses are recorded in other non-operating items on the Consolidated Statements of Income.
The functional currencies of our Chilean, Brazilian, Argentinean, Colombian, Peruvian, and Paraguayan subsidiaries are their respective local currencies, and therefore, their books and records are maintained in local currency. Translation adjustments, which are based upon the exchange rate at the balance sheet date for assets and liabilities and the weighted average rate for the income statement, are recorded in Accumulated comprehensive loss in stockholders’ equity on the Consolidated Balance Sheets.
Advertising costs
Advertising costs of $ 28 million, $ 24 million, and $ 20 million in 2022, 2021, and 2020, respectively, are principally expensed as incurred and included as part of selling, general, and administrative expenses within our Consolidated Statements of Income. Advertising costs include product displays, media production costs, agency fees, sponsorships, and cooperating advertising.
Other Operating Credits and Charges, Net
We classify amounts unrelated to ongoing core operating activities as other operating credits and charges, net in the Consolidated Statements of Income. Such items include, but are not limited to, restructuring charges (including severance charges), charges to establish and maintain litigation or environmental reserves, product reserves, gains or losses from settlements with governmental or other organizations, and gains (loss) on the sale or disposal of long-lived assets. Due to the nature of these items, amounts in the income statement can fluctuate from year to year. The determination of which items are considered significant and unrelated to core operations is based upon management’s judgment.
Retirement Benefits
We are required to use actuarial methods and assumptions in the valuation of defined benefit obligations and the determination of expense. Actuarial gains or losses, curtailments, prior service costs or credits, and transition obligations not previously recognized are recorded as a component of Accumulated comprehensive loss.
Comprehensive Income
Comprehensive income consists of net income and other gains and losses affecting stockholders’ equity that are excluded from net income, including foreign currency translation adjustments, costs associated with pension or other post-retirement benefits that have not been recognized as components of net periodic benefit costs, and net unrealized gains or losses on securities and is presented in the accompanying Consolidated Statements of Comprehensive Income.
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2 . PRESENT AND PROSPECTIVE ACCOUNTING PRONOUNCEMENTS
Recent Pronouncements Not Yet Adopted
In October 2021, the FASB issued Accounting Standards Update (ASU) 2021-08– Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability and to payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in ASU 2021-08 require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. The amendments in ASU 2021-08 will become effective for us as of the beginning of our 2023 fiscal year. We do not expect that this guidance will have a material impact upon our financial position and results of operations.
3 . REVENUE
The following table presents our reportable segment revenues, disaggregated by revenue source. We disaggregate revenue from contracts with customers into major product lines. We have determined that disaggregating revenue into these categories depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.
As noted in the segment reporting information in Note 18 below, our reportable segments are: Siding, OSB, and South America (dollars in millions).
Year Ended December 31, 2022
By Product type and family: Siding OSB South America Other Inter-segment Total
Value-add
Siding Solutions $ 1,463 $ — $ 23 $ — — $ 1,486
OSB - Structural Solutions — 1,110 215 — ( 2 ) 1,323
1,463 1,110 238 — ( 2 ) 2,809
Commodity
OSB - Commodity — 938 — — ( 1 ) 937
Other
Other products 6 14 3 84 — 107
$ 1,469 $ 2,062 $ 241 $ 84 $ ( 2 ) $ 3,854
Year Ended December 31, 2021
By Product type and family: Siding OSB South America Other Inter-segment Total
Value-add
Siding Solutions $ 1,158 $ — $ 33 $ — $ — $ 1,191
OSB - Structural Solutions — 1,152 227 — — 1,379
1,158 1,152 260 — — 2,570
Commodity
OSB - Commodity — 1,221 — — — 1,221
Other
Other products 12 14 5 95 ( 3 ) 123
$ 1,170 $ 2,387 $ 265 $ 95 $ ( 3 ) $ 3,915
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Year Ended December 31, 2020
By Product type and family: Siding OSB South America Other Inter-segment Total
Value-add
Siding Solutions $ 915 $ — $ 20 $ — $ — $ 935
OSB - Structural Solutions — 580 146 — — 726
915 580 166 — — 1,661
Commodity
OSB - Commodity — 632 — — ( 1 ) 631
Other
Other products 44 9 3 52 — 107
$ 959 $ 1,220 $ 169 $ 52 $ ( 1 ) $ 2,399
Revenue is recognized when obligations under the terms of a contract ( i.e. , purchase orders) with our customers are satisfied; generally, this occurs with the transfer of control of our products at a point in time. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods. The shipping cost incurred by us to deliver products to our customers is recorded in cost of sales. The expected costs associated with our warranties continue to be recognized as an expense when the products are sold.
During 2022, 2021, and 2020, our top ten customers accounted for approximately 48 %, 45 %, and 48 % of our sales, respectively, in the aggregate. No individual customer exceeded 10% of our sales in 2022, 2021, or 2020.
Our businesses routinely incur customer program costs to obtain favorable product placement, promote sales of products, and maintain competitive pricing. Customer program costs and incentives, including rebates and promotion and volume allowances, are accounted for as deductions from net sales at the time the program is initiated. These reductions from revenue are recorded at the time of sale or the implementation of the program based on management’s best estimates. Estimates are based on historical and projected experience for each type of program or customer. Volume allowances are accrued based on management’s estimation of customer volume achievement and other factors incorporated into customer agreements, such as new product purchases, store sell-through, and merchandising support. Management adjusts accruals when circumstances indicate (typically as a result of a change in volume expectations). As of December 31, 2022, and 2021, we accrued $ 46 million and $ 31 million, respectively, as customer rebates recorded in accounts payable and accrued liabilities on our Consolidated Balance Sheets.
We ship some of our products to customers' distribution centers on a consignment basis. We retain title to our products stored at the distribution centers. As our products are removed from the distribution centers by retailers and shipped to retailers’ stores, title passes from us to the retailers. At that time, we invoice the retailers and recognize revenue for these consignment transactions. We do not offer a right of return for products shipped to the retailers’ stores from the distribution centers. The amount of consignment inventory as of December 31, 2022, and 2021, was $ 20 million and $ 10 million, respectively.
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4. EARNINGS PER SHARE
Basic earnings per share is based on the weighted average number of shares of common stock outstanding. Diluted earnings per share is based upon the weighted average number of shares of common stock outstanding plus all potentially dilutive securities that were assumed to be converted into common shares at the beginning of the period under the treasury stock method. This method requires that the effect of potentially dilutive common stock equivalents (stock options, SSARs, restricted stock or units, and performance stock units) be excluded from the calculation of diluted earnings per share for the periods in which losses from continuing operations are reported because the effect is anti-dilutive.
The following table sets forth the computation of basic and diluted earnings per share (dollars and shares in millions):
Year Ended December 31,
2022
2021
2020
Income from continuing operations $ 885 $ 1,302 $ 484
Net loss attributed to noncontrolling interest 3 4 2
Income attributed to LP from continuing operations 888 1,306 487
Income for discontinued operations, net of income taxes 198 71 12
Net income attributed to LP $ 1,086 $ 1,377 $ 499
Weighted average common shares outstanding - basic 78 97 111
Dilutive effect of employee stock plans — 1 1
Shares used for diluted earnings per share 78 98 112
Net income attributed to LP per share - basic:
Continuing operations $ 11.40 $ 13.46 $ 4.37
Discontinued operations 2.54 0.73 0.11
Net income attributed to LP per share - basic $ 13.94 $ 14.19 $ 4.48
Net income attributed to LP per share – diluted:
Continuing operations $ 11.34 $ 13.37 $ 4.35
Discontinued operations 2.52 0.73 0.11
Net income attributed to LP per share - diluted $ 13.87 $ 14.09 $ 4.46
5. GOODWILL AND OTHER INTANGIBLE ASSETS
Changes in goodwill by segment for the years ended December 31, 2022, and 2021, are provided in the following table (dollars in millions):
Siding OSB Other Total
Balance at December 31, 2020
$ 4 $ 16 $ 5 $ 25
Impairment charges — — ( 5 ) ( 5 )
Balance at December 31, 2021
4 16 — 19
Impairment charges — — — —
Balance at December 31, 2022
$ 4 $ 16 $ — $ 19
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Changes in other intangible assets for the years ended December 31, 2022, and 2021, are provided in the following table (dollars in millions):
Timber Licenses 1
Developed Technology Trademark Total Other Intangibles
Balance at December 31, 2020
$ 33 $ 19 $ 3 $ 55
Amortization ( 3 ) ( 2 ) — ( 5 )
Balance at December 31, 2021
30 17 2 49
Amortization ( 3 ) ( 2 ) — ( 5 )
Balance at December 31, 2022
$ 28 $ 15 $ 2 $ 45
1 Timber licenses are included in Timber and timberlands on the Consolidated Balance Sheets.
The Company’s goodwill is 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. The 2021 impairment test for Entekra indicated the carrying value exceeded the estimated fair value. The difference was recorded as a non-cash loss on impairment of $ 5 million for the year ended December 31, 2021, within loss on impairments in the Consolidated Statements of Income.
Included in the balance of timber licenses are values allocated to Canadian forest licenses whose initial value of $ 91 million is amortized over the estimated useful life of twenty to twenty-five years . Amortization expense related to definite-lived intangible assets was $5 million for each of the years ended December 31, 2022, 2021, and 2020.
Amortization of the above-described intangible assets will be $ 5 million per year over the next five years.
6. DISCONTINUED OPERATIONS
Engineered Wood Products (EWP)
In March 2022, the Company sold its 50 % equity interest in two joint ventures that produce I-joists to Resolute Forest Products Inc. for $ 59 million. The total net carrying value of our equity method investment at the date of sale was $ 19 million, and the Company recognized a gain associated with the sale of $ 39 million within Income from discontinued operations, net of income taxes in the Consolidated Statements of Income.
On August 1, 2022, the Company completed the sale of the assets related to the EWP segment to the Purchaser. As a result of the sale, the Company received $ 217 million in gross cash proceeds after taking into account working capital adjustments. The Company paid $ 12 million in direct transaction costs, resulting in net proceeds of $ 205 million. The net carrying value of the EWP assets at the time of sale was $ 87 million, which resulted in a pre-tax gain of approximately $ 118 million within Income from discontinued operations, net of income taxes in the Consolidated Statements of Income.
Upon closing, the Company entered into the TSA with the Purchaser, pursuant to which the Company agreed to support the various activities of the EWP segment for a period not to exceed eight months . During the year ended December 31, 2022, the Company collected $ 76 million on the Purchaser's behalf pursuant to the TSA. As of December 31, 2022, the Company has $ 10 million due to the Purchaser, which is included in Accounts payable and accrued liabilities within the Consolidated Balance Sheets.
The Company has classified the results of its EWP segment as discontinued operations in its Consolidated Statements of Income and has classified the related assets and liabilities associated with the EWP segment as discontinued operations in our Consolidated Balance Sheets for the prior periods presented.
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The following table presents the financial results of the EWP segment (dollars in millions):
Year Ended December 31,
2022 2021 2020
Net sales $ 455 $ 638 $ 389
Cost of sales ( 355 ) ( 531 ) ( 354 )
Gross profit 101 107 35
Selling, general, and administrative expenses ( 10 ) ( 18 ) ( 17 )
Other operating credits and charges, net — — 3
Income from operations of discontinued operations 91 90 21
Other non-operating items — 5 ( 4 )
Gain on disposal before income taxes 158 — —
Income from discontinued operations before income taxes 249 95 17
Provision for income taxes ( 51 ) ( 24 ) ( 4 )
Income from discontinued operations, net of income taxes $ 198 $ 71 $ 12
The following summarizes the total cash provided by operations and total cash used for investing activities related to the EWP segment and included in the Consolidated Statements of Cash Flows (dollars in millions):
Year Ended December 31,
2022 2021 2020
Net cash provided by discontinued operating activities $ 16 $ 71 $ —
Net cash provided by (used in) discontinued investing activities $ 261 $ ( 6 ) $ ( 7 )
Net cash provided by discontinued investing activities for the year ended December 31, 2022, includes $ 59 million of proceeds from the sale of our 50 % equity interest in two joint ventures that produce I-joists and $ 205 million of net proceeds from the sale of the EWP segment assets. Capital expenditures for discontinued operations totaled $ 3 million, $ 6 million, and $ 7 million for the years ended December 31, 2022, 2021, and 2020, respectively. Included in Net cash provided by discontinued operating activities is depreciation and amortization of $ 3 million, $ 5 million, and $ 4 million for the years ended December 31, 2022, 2021, and 2020, respectively.
The following table presents the aggregate carrying amounts of discontinued operations related to the EWP segment in the Consolidated Balance Sheets (dollars in millions):
December 31, 2021
Carrying amounts of assets included as part of discontinued operations:
Accounts receivable, net $ 22
Inventories 46
Timber and timberlands 42
Property, plant, and equipment, net 30
Operating lease assets 1
Investments in and advances to affiliates 14
Total assets classified as discontinued operations in the Consolidated Balance Sheet $ 156
Carrying amounts of liabilities included as part of discontinued operations:
Accounts payable and accrued liabilities $ 34
Other liabilities 42
Total liabilities classified as discontinued operations in the Consolidated Balance Sheet $ 76
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7 . REDEEMABLE NONCONTROLLING INTEREST
Redeemable noncontrolling interest is interest in subsidiaries that is redeemable outside of our control, either for cash or other assets. These interests are classified as mezzanine equity and measured at the greater of estimated redemption value or carrying value at the end of each reporting period. Net loss attributed to noncontrolling interest is recorded in the Consolidated Statements of Income. Any adjustments to the redemption value of redeemable noncontrolling interest are recognized in either net income or through accumulated paid-in capital, depending on the nature of the underlying security (preferred or common units).
The components of redeemable noncontrolling interests are as follows (dollars in millions):
December 31,
2022
2021
Beginning balance $ 4 $ 10
Adjustment to redemption value (through accumulated paid-in capital) — ( 1 )
Net loss attributable to noncontrolling interest ( 3 ) ( 3 )
Impairment charge attributed to noncontrolling interest — ( 1 )
Ending balance $ — $ 4
8. INCOME TAXES
Income Tax Provision
The components of income from continuing operations before income taxes, including equity in unconsolidated affiliates, were (dollars in millions):
Year Ended December 31,
2022
2021
2020
Domestic $ 961 $ 1,491 $ 503
Foreign 198 212 102
Total $ 1,159 $ 1,704 $ 605
The components of our income tax provision (benefit) from continuing operations were (dollars in millions):
Year Ended December 31,
2022
2021
2020
Current tax provision:
U.S. federal $ 180 $ 284 $ 74
State and local 51 56 16
Foreign 42 56 29
Net current tax provision 273 396 119
Deferred tax provision (benefit):
U.S. federal ( 1 ) 2 ( 3 )
State and local ( 4 ) — 8
Foreign 12 4 ( 2 )
Net valuation allowance increase (decrease) ( 6 ) — ( 1 )
Net deferred tax provision 1 6 2
Total income tax provision $ 274 $ 402 $ 121
We paid income taxes, net of refunds, of $ 320 million, $ 421 million, and $ 70 million during 2022, 2021, and 2020, respectively. Included in our Consolidated Balance Sheets at December 31, 2022, and 2021, is a net income tax payable of $ 16 million, and $ 12 million, respectively.
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Deferred Taxes
The tax effects of significant temporary differences creating deferred tax assets and liabilities were (dollars in millions):
December 31,
2022
2021
Accrued liabilities $ 20 $ 20
Research expenditures 14 —
Inventories 9 8
Operating lease liabilities 7 8
Stock-based compensation 6 4
Benefit relating to capital loss, NOL carryforwards, and credit carryforwards 6 7
Pension and post-retirement benefits 1 4
Other 8 9
Total deferred tax assets 71 60
Valuation allowance ( 4 ) ( 10 )
Total deferred tax asset after valuation allowance 67 50
Property, plant, and equipment ( 152 ) ( 112 )
Timber and timberlands ( 7 ) ( 8 )
Operating lease assets ( 7 ) ( 8 )
Investment in Entekra ( 7 ) ( 6 )
Total deferred tax liabilities ( 173 ) ( 134 )
Net deferred tax liabilities ( 106 ) ( 84 )
Balance sheet classification
Long-term deferred tax asset 7 2
Long-term deferred tax liability ( 113 ) ( 86 )
$ ( 106 ) $ ( 84 )
The benefit relating to capital loss, operating loss, and credit carryforwards included in the above table at December 31, 2022, consisted of (dollars in millions):
Operating Loss Benefit Amount Valuation Allowance Expiration Beginning in
State credit carryforwards $ — $ 1 $ — 2034
Chile operating loss carryforwards 8 2 — No expiration
Canadian capital loss carryforwards — 4 ( 4 ) No expiration
Total $ 8 $ 7 $ ( 4 )
We periodically review the need for valuation allowances against deferred tax assets and recognize these deferred tax assets to the extent that their realization is more likely than not. As part of our review, we consider all positive and negative evidence, including earnings history, the future reversal of deferred tax liabilities, and the relevant expirations of carryforwards. We believe that the valuation allowances provided are appropriate. If future years’ earnings differ from the estimates used to establish these valuation allowances, or other objective positive or negative evidence arises, we may record an adjustment to the valuation allowance resulting in an impact on tax provision (benefit) for that period.
As of December 31, 2022, certain of our foreign subsidiaries had accumulated undistributed earnings of approximately $ 232 million, combined. These earnings have been, and are intended to be, indefinitely reinvested in our foreign operations, and we expect future U.S. cash generation to be sufficient to meet our future U.S. cash needs. As a result, no deferred taxes have been recorded with respect to the difference between the financial accounting value and the tax basis in these subsidiaries.
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Since most of these earnings have previously been subject to the one-time U.S. transition tax on foreign earnings required by the 2017 Tax Cuts and Jobs Act, they are eligible to be repatriated without additional U.S. tax. Any additional taxes due with respect to such earnings, if repatriated to the U.S., would generally be limited to foreign withholding taxes, net of U.S. foreign tax credits, which we estimate could be up to $ 30 million.
Tax Rate Reconciliation
Reconciliation of the U.S. federal statutory tax rates to the total effective tax rates from continuing operations (dollars in millions):
Year Ended December 31,
2022
2021
2020
U.S. federal tax rate 21 % 21 % 21 %
State and local income taxes net of federal benefit 3 3 3
Effect of foreign tax rates 1 1 1
Uncertain tax positions — — ( 4 )
Other, net ( 1 ) ( 1 ) ( 1 )
Effective tax rate (%) 24 % 24 % 20 %
We are subject to U.S. federal income tax as well as income taxes of multiple state jurisdictions. Our foreign subsidiaries are subject to income tax in Canada, Chile, Brazil, Peru, Colombia, Argentina, and Paraguay.
We generally remain subject to U.S. federal and state examinations for tax years 2018 and subsequent. In addition to the U.S., we have tax years that remain open and subject to examination by tax authorities in the following major tax jurisdictions: Brazil and Chile for tax years 2016 and subsequent, and Canada for tax years 2017 and subsequent. Our tax returns are currently under examination by tax authorities in the U.S. for years 2018 and 2019, in Canada for years 2017 and 2018, and in Chile for years 2016 through 2018.
Uncertain Tax Positions
Tabular reconciliation of the total amount of unrecognized tax benefits at the beginning and end of the years presented (dollars in millions):
December 31,
2022
2021
2020
Beginning balance $ 9 $ 11 $ 38
Increases:
Tax positions taken in current year 1 1 1
Tax positions taken in prior years — — 1
Decreases:
Lapse of statute in current year ( 4 ) ( 3 ) ( 29 )
Ending balance $ 6 $ 9 $ 11
Included in the above balances at December 31, 2022, is $ 6 million of tax benefits that, if recognized, would affect our effective tax rate. We accrued and paid no interest during 2022 and 2021.
9 . LEASES
Our lease portfolio consists primarily of real estate, mobile equipment at our manufacturing facilities, rail cars to transport our products, and a fleet of vehicles. We determine if an arrangement is a lease at contract inception. A lease exists when a contract conveys to the customer the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration.
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As most of our leases do not provide an implicit rate, we used our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The lease term for all our leases includes the non-cancellable period of the lease plus any additional periods covered by either an option to extend (or not to terminate) the lease that we are reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.
As of December 31, 2022 , our weighted average discount rate was four percent, and our weighted average remaining lease term was eleven years for operating leas es.
Our operating leases are included in our Consolidated Balance Sheets and Consolidated Statement of Incomes as follows (dollars in millions):
Classification December 31,
Consolidated Balance Sheet 2022
2021
Assets:
Operating lease assets Operating lease assets, net $ 44 $ 50
Total lease assets $ 44 $ 50
Liabilities:
Current
Operating Accounts payable and accrued liabilities $ 8 $ 7
Non-current
Operating Non-current operating lease liabilities 41 44
Total lease liabilities $ 49 $ 51
Fo r the years ended December 31, 2022, and 2021, we incurred operating lease expenses of $ 10 million and $ 10 million, respectively, included within costs of sales and selling, general and administrative expenses. We made cash payments of $ 9 million and $ 8 million during the years ended December 31, 2022, and 2021, respectively, related to our operating leases.
We obtained right of use (ROU) assets in exchange for new operating lease liabilities of $ 4 million and $ 18 million for the years ended December 31, 2022, and 2021, respectively. We did not enter into any financing leases during 2022 or 2021.
The following table sets forth the minimum lease payments that are expected to be made in each of the years indicated (dollars in millions).
Operating Leases
2023 $ 8
2024 6
2025 5
2026 5
2027 4
2028 and thereafter
33
Total lease payments 63
Less: Interest ( 13 )
Present value of lease liabilities $ 49
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10. LONG-TERM DEBT
December 31, 2022
December 31, 2021
(Dollars in millions) Interest Rate Principal Unamortized Debt Costs Total Principal Unamortized Debt Costs Total
Debentures:
Senior unsecured notes, maturing 2029, interest rates fixed 3.625 % $ 350 $ ( 4 ) $ 346 $ 350 $ ( 4 ) $ 346
Amended Credit Facility, maturing 2028, interest rates variable varies — — — — — —
Total 350 ( 4 ) 346 350 ( 4 ) 346
Less: current portion — — — —
Long-term portion $ 350 $ ( 4 ) $ 346 $ 350 $ ( 4 ) $ 346
Senior Notes
In March 2021, we issued $ 350 million of the 3.625 % Senior Notes due in 2029 (2029 Senior Notes). We may redeem the 2029 Senior Notes, in whole or in part, prior to March 15, 2024, at a redemption price equal to 100 % of the principal amount thereof plus a “make-whole” premium set forth in the indenture governing our 2029 Senior Notes, plus accrued and unpaid interest, if any, to, but not including, the date of redemption. 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. 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 and merge or consolidate or sell all or substantially all of our assets. If we are subject to a "change of control," as defined in the indenture, we are required to offer to repurchase the 2029 Senior Notes at a purchase price equal to 101 % of the principal amount thereof plus accrued and unpaid interest, if any, thereon to, but not including, the date of purchase. The indenture governing the 2029 Senior Notes contains customary events of default, including failure to make required payments on the 2029 Senior Notes, failure to comply with certain agreements or covenants contained in the indenture, failure to pay or acceleration of certain other indebtedness and certain events of bankruptcy and insolvency. An event of default in the indenture allows either the indenture trustee or the holders of at least 25 % in aggregate principal amount of the then-outstanding 2029 Senior Notes to accelerate, or in certain cases, automatically causes the acceleration of, the amounts due under the 2029 Senior Notes.
In September 2016, we issued $ 350 million aggregate principal amount of the Senior Notes due 2024 (2024 Senior Notes). In March 2021, we used the proceeds from the issuance of the 2029 Senior Notes and cash on hand to redeem all of the outstanding 2024 Senior Notes at a redemption price of 102.438 % of the principal amount thereof plus accrued and unpaid interest to, but not including, the redemption date. In connection with this redemption, we recorded an early debt extinguishment charge of $ 11 million, recorded within Other non-operating items on the Consolidated Statements of Income, which included $ 9 million of redemption premium and $ 2 million of unamortized debt costs associated with these notes.
Deferred debt costs are amortized over the life of the related debt using a straight-line basis which approximates the effective interest method. If the debt is retired early, the related unamortized deferred financing costs are written off in the period the debt is retired to Other non-operating items. During the year ended December 31, 2021, $ 2 million was written off in association with the 2024 Senior Notes extinguishment, and we paid $ 4 million in debt issuance costs that will be deferred and amortized over the life of the 2029 Senior Notes.
Credit Facility
In November 2022, LP entered into a Second Amended and Restated Credit Agreement with American AgCredit, PCA, as administrative agent, and CoBank, ACB, as letter of credit issuer (the Credit Agreement), relating to its revolving credit facility (as amended, the Amended Credit Facility). The Credit Agreement provides for a revolving credit facility in the principal amount of up to $ 550 million, with a $ 60 million sub-limit for letters of credit. The Credit Agreement amended and restated the Company’s existing credit facility dated as of June 27, 2019, as amended, in its entirety to, among other things, (i) reflect the release of the collateral that secures the indebtedness evidenced by the Credit Agreement as a result of the Company’s obtaining an Investment Grade rating on November
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1, 2022 (which collateral may be reinstated from time to time in accordance with the terms of the Credit Agreement), (ii) extend the maturity date to November 29, 2028, (iii) make certain changes to effect a transition from the LIBOR interest rate benchmark to Term SOFR Rate (as defined in the Credit Agreement) and (iv) provide for certain other modifications (including modifications to certain basket and threshold levels in the negative covenants) as set forth in the Credit Agreement.
There were no outstanding amounts borrowed under the Amended Credit Facility as of December 31, 2022. Revolving borrowings under the Amended Credit Facility accrue interest, at our option, at either (a) a “base rate” plus a margin of 0.500 % to 1.500 % or (b) Adjusted Term SOFR ( i.e. , Term SOFR Rate plus an adjustment of 0.10%) plus a margin of 1.500 % to 2.500 %. The Amended Credit Facility also includes an unused commitment fee, due quarterly, ranging from 0.200 % to 0.425 %. The applicable margins and fees within these ranges are based on our ratio of consolidated Earnings before interest, depreciation and amortization (EBITDA) to cash interest charges. The “base rate” is the highest of (i) the Federal funds rate plus 0.5 %, (ii) the U.S. prime rate, and (iii) one-month Adjusted Term SOFR plus 1.0 %.
The Credit Agreement contains various restrictive covenants and customary events of default, the occurrence of which could result in the acceleration of our obligation to repay the indebtedness outstanding thereunder. The Credit Agreement also contains financial covenants that require us and our consolidated subsidiaries to have, as of the end of each fiscal quarter, a capitalization ratio ( i.e. , funded debt less unrestricted cash to total capitalization) of no more than 57.5 %.
In March 2020, LP entered into a letter of credit facility agreement (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 a letter of credit fee, due quarterly, ranging from 0.500 % 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 capitalization ratio covenants.
As of December 31, 2022, we were in compliance with all financial covenants under the 2029 Senior Notes, the Credit Agreement and the Letter of Credit Facility.
Deferred debt costs are amortized over the life of the related debt using a straight-line basis, which approximates the effective interest method. Included in such amortized amounts are deferred debt costs associated with our Amended Credit Facility of $ 4 million, which are recorded within Other assets on our Consolidated Balance Sheets . We amortized deferred debt costs of $ 1 million for each of the years ended December 31, 2022, 2021, and 2020.
The weighted average interest rate for all long-term debt at December 31, 2022, and 2021, was approximately 3.6 % and 3.6 %, respectively. Required repayment of principal for long-term debt is as follows (dollars in millions):
Years ending December 31,
2023 $ —
2024 —
2025 —
2026 —
2027 —
2028 and thereafter
350
Total $ 350
We estimated the 2029 Senior Notes to have a fair value of $ 306 million and $ 358 million at December 31, 2022, and 2021, respectively, based upon market quotations. Fair values were based on trading activity among the Company’s lenders and the average bid and ask price as determined using published rates (Level 1 in the U.S. GAAP fair value hierarchy).
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11. STOCKHOLDERS' EQUITY
Preferred Stock
We are authorized to issue up to 15,000,000 shares of preferred stock at $ 1.00 par value. At December 31, 2022, no shares of preferred stock have been issued.
Stock Award Plan
We have a stock-based compensation plan under which stock options, SSARs, restricted stock, restricted stock units, and performance stock units may be granted. At December 31, 2022, approximately four million shares were available under the current plan for these awards.
Year ended December 31,
(Dollars in millions) 2022
2021
2020
Total stock-based compensation expense (costs of sales, selling, general and administrative, and other operating credits and charges, net) $ 19 $ 16 $ 11
Income tax benefit related to stock-based compensation $ 8 $ 3 $ 2
Impact on cash flow due to taxes paid related to net share settlement of equity awards $ ( 16 ) $ ( 7 ) $ ( 5 )
We recognize the compensation costs on a straight-line basis over the requisite service period of the award, which is generally the vesting term of three years .
SSARs
Prior to January 1, 2018, we granted SSARs to key employees. On exercise, we generally issue these shares from treasury. The SSARs are granted at market price at the date of grant. SSARs become exercisable over three years and expire ten years after the date of grant. All outstanding SSARs were vested as of December 31, 2022.
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. Generally, time-vested restricted stock units granted prior to January 1, 2020, are subject to cliff-vesting on the third anniversary of the date of grant for employees and on the first anniversary for non-employee directors. Those restricted stock units granted after January 1, 2020, 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. 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. 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 is adjusted to reflect 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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Summary of Stock Awards Outstanding
The following table summarizes stock awards as of December 31, 2022, as well as activity during the last year.
Stock Options / SSARS Restricted Stock Units and Performance Stock Units
Number of Awards Weighted
Average
Exercise Price Number of Awards Weighted Average Grant Date Fair Value
Outstanding at December 31, 2021
239,329 $ 16.93 1,087,994 $ 36.39
Granted — — 258,124 66.59
Exercised ( 56,340 ) 14.80 — —
Vested — — ( 558,913 ) 24.34
Forfeited/cancelled — — ( 141,701 ) 34.37
Outstanding at December 31, 2022
182,989 $ 17.59 645,504 $ 48.49
Vested and expected to vest at December 31, 2022 (1)
182,989 $ 17.59 — $ —
Exercisable at December 31, 2022
182,989 $ 17.59 — —
Unrecognized compensation costs (in millions) $ — $ 15
To be recognized over weighted-average period of years 0 1
______________
(1) Expected to vest based upon historical forfeiture rate.
The aggregate intrinsic value of the stock options and SSARs is the total pre-tax intrinsic value (the difference between our closing stock price on the last trading day of a fiscal year and the exercise price, multiplied by the number of in-the-money options and SSARs) that would have been received by the holders had all holders exercised their awards on the last day of such fiscal year. This amount changes based on the market value of our stock, as reported by the New York Stock Exchange. The intrinsic value of SSARs and stock options exercised in the years ended December 31, 2022, 2021, and 2020 was $ 4 million, $ 8 million, and $ 8 million, respectively.
The total fair value of awards vested during the years ended December 31, 2022, 2021, and 2020, was $ 42 million, $ 20 million, and $ 13 million, respectively.
Share Repurchases
On February 6, 2020, we announced that our Board of Directors authorized a share repurchase program (2020 Share Repurchase Program) under which LP had the ability to repurchase up to $ 200 million of shares of its common stock, and on November 4, 2020, we announced that our Board of Directors expanded the 2020 Share Repurchase Program by authorizing repurchases of an additional $ 300 million of our common stock.
On May 4, 2021, our Board of Directors authorized an additional share repurchase program (First 2021 Share Repurchase Program) under which we had the ability to repurchase up to $ 1 billion of shares of our common stock. On November 2, 2021, our Board of Directors authorized an additional share repurchase plan under which we had the ability to repurchase up to $ 500 million shares of our common stock (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 LP may repurchase up to $ 600 million of shares of its common stock.
We repurchased approximately 14 million shares of our common stock through market purchases during 2022 for a total of $ 900 million at an average price of $ 62.37 per share. During 2021, we repurchased approximately 21 million shares of our common stock at an average price of $ 61.52 per share through market purchases and during 2020, we repurchased approximately 6 million shares of our common stock at an average price of $ 32.69 per share through market purchases. We have remaining capacity of $ 200 million under the 2022 Share Repurchase Program as of December 31, 2022.
Employee Stock Purchase Plan
Our employee stock purchase plan (ESPP) provides our participating employees an opportunity to obtain shares of
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our common stock at a discount (through payroll deductions over six-month periods). At December 31, 2022, two million shares of common stock were reserved for issuance under the ESPP.
12. OTHER OPERATING AND NON-OPERATING INCOME (EXPENSE)
Other operating credits and charges, net
The major components of Other operating credits and charges, net in the Consolidated Statements of Income for the years ended December 31, 2022, 2021, and 2020 are reflected in the table below and described in the paragraphs following the table (dollars in millions):
Year Ended December 31,
2022
2021
2020
Insurance recoveries $ 15 $ 4 $ —
Reorganization and facility curtailment charges ( 7 ) ( 1 ) ( 5 )
Canadian wage subsidies — — 6
Product-line discontinuance charges — — ( 8 )
Environment costs ( 2 ) ( 4 ) ( 3 )
Product liability settlement 8 — —
Other 2 1 2
$ 16 $ 1 $ ( 7 )
During 2022, we received $ 15 million in insurance recoveries related to business interruption claims for weather-related downtime sustained in the prior year. We incurred severance and other charges of $ 7 million related to certain reorganizations and we recognized a charge of $ 2 million related to additional estimated environmental costs associated with a non-operating site.
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.
During 2020, we recognized a charge of $ 3 million related to additional estimated environmental costs to be paid by a third party associated with a non-operating site. We also incurred severance and other charges of $ 5 million related to certain reorganizations, and we recorded a charge of $ 8 million related to the discontinuance of our fiber product (primarily related to fiber inventory adjustments to net realizable values). Additionally, we received $ 6 million of Canadian wage subsidies during 2020.
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Non-operating income (expense)
Non-operating income (expense) is comprised of the following components (dollars in millions):
Year Ended December 31,
2022
2021
2020
Interest expense $ ( 14 ) $ ( 15 ) $ ( 17 )
Amortization of debt charges ( 1 ) ( 2 ) ( 2 )
Capitalized interest 5 3 —
Interest expense, net of capitalized interest $ ( 11 ) $ ( 14 ) $ ( 19 )
Interest income $ 14 $ 1 $ 2
Gain on sale of auction rate securities — — 3
SERP market adjustments — — ( 1 )
Investment income $ 14 $ 1 $ 4
Net periodic pension cost, excluding service cost $ ( 6 ) $ ( 1 ) $ ( 1 )
Foreign currency gains (losses) ( 11 ) ( 8 ) 5
Loss on early debt extinguishment — ( 11 ) —
Pension settlement charges ( 82 ) ( 2 ) —
Gain on acquisition of controlling interest 2 — —
Other non-operating items $ ( 97 ) $ ( 22 ) $ 4
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 the 2024 Senior Notes. Additionally, we recognized $ 2 million of pension settlement expense related to a portion of the unrecognized actuarial loss.
During 2020, we sold our auction rate securities (ARS) and recognized a $ 3 million gain on available-for-sale-securities.
13. IMPAIRMENT OF LONG-LIVED ASSETS
We review the carrying values of our long-lived assets for potential impairments and believe we have adequate support for the carrying value of our long-lived assets. As of December 31, 2022, and 2021, the fair values of LP's facilities were in excess of their carrying value, which supported the conclusion that no impairment is necessary for those facilities. However, if demand and pricing for our products fall to levels significantly below cycle average demand and pricing, or should we decide to invest capital in alternative projects, or should changes occur related to our wood supply for our mills, it is possible that future impairment charges will be required.
We also review from time to time potential dispositions of various assets, considering current and anticipated economic and industry conditions, our strategic plan, and other relevant factors. Because a determination to dispose of particular assets can require management to make assumptions regarding the transaction structure of the disposition and to estimate the net sales proceeds, which may be less than previous estimates of undiscounted future net cash flows, we may be required to record impairment charges in connection with decisions to dispose of assets.
During 2020, we recorded $ 9 million in pre-tax impairment charges primarily related to our fiber-producing assets at a Siding facility. These impairment charges reflect the announced accelerated conversion of this facility from a fiber production facility to a finishing facility in February 2020.
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14. COMMITMENTS AND CONTINGENCIES
We maintain reserves for various contingent liabilities as follows (dollars in millions):
December 31,
2022
2021
Environmental reserves $ 27 $ 25
Other reserves — —
Total contingencies 27 25
Current portion* ( 1 ) ( 1 )
Long-term portion $ 26 $ 24
*The current portion of the contingency reserve is included in Accounts payable and accrued liabilities on our Consolidated Balance Sheets.
Estimates of our loss contingencies are based on various assumptions and judgments. Due to the numerous uncertainties and variables associated with these assumptions and judgments, both the precision and reliability of the resulting estimates of the related contingencies are subject to substantial uncertainties. We regularly monitor our estimated exposure to contingencies and, as additional information becomes known, may change our estimates significantly. While no estimate of the range of any such change can be made at this time, the amount that we may ultimately pay in connection with these matters could materially exceed, in either the near term or the longer term, the amounts accrued to date. Our estimates of our loss contingencies do not reflect potential future recoveries from insurance carriers except to the extent that recovery may, from time to time, be deemed probable as a result of an insurer’s agreement to payment terms.
Environmental Matters
We maintain a reserve for undiscounted estimated environmental loss contingencies. This reserve is primarily for estimated future costs of remediation of hazardous or toxic substances at numerous sites currently or previously owned by the Company. Our estimates of our environmental loss contingencies are based on various assumptions and judgments, the specific nature of which varies considering the particular facts and circumstances surrounding each environmental loss contingency. These estimates typically reflect assumptions and judgments as to the probable nature, magnitude, and timing of the required investigation, remediation and/or monitoring activities and the probable cost of these activities, and in some cases reflect assumptions and judgments as to the obligation or willingness and ability of third parties to bear a proportionate or allocated share of the cost of these activities. Due to the numerous uncertainties and variables associated with these assumptions and judgments, and the effects of changes in governmental regulation and environmental technologies, both the precision and reliability of the resulting estimates of the related contingencies are subject to substantial uncertainties. We regularly monitor our estimated exposure to environmental loss contingencies and, as additional information becomes known, may change our estimates significantly.
The activity in our reserve for estimated environmental loss contingency reserves is summarized in the following table (dollars in millions).
Year Ended December 31,
2022
2021
Beginning balance $ 25 $ 13
Adjustments to expense during the year (other operating credits charges, net and cost of sales) 2 7
Adjustments to amounts to be paid by a third party 2 6
Payments made ( 2 ) ( 1 )
Ending balance $ 27 $ 25
During 2022 and 2021, we adjusted our reserves at several sites to reflect current estimates of remediation costs and environmental settlements.
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Other Proceedings
We and our subsidiaries are parties to legal proceedings in the ordinary course of business. Based on the information currently available, management believes that the resolution of such proceedings should not have a material adverse effect on our financial position, results of operations, cash flows, or liquidity.
Self-Insurance
We are primarily self-insured for workers’ compensation and employee health care liability costs. Self-insurance liabilities for workers’ compensation are determined based upon a valuation performed by an actuarial firm. The estimate of future workers’ compensation liabilities incorporates loss development and an estimate associated with incurred but not yet reported claims. These claims are discounted. Self-insurance liabilities for employee health costs are determined actuarially based upon claims filed and estimated claims incurred but not yet reported. These claims are not discounted.
Indemnities and Guarantees
We are a party to contracts in which we agree to indemnify third parties for certain liabilities that arise out of or relate to the subject matter of the contract. In some cases, this indemnity extends to related liabilities arising out of the negligence of the indemnified parties, but usually excludes any liabilities caused by gross negligence or willful misconduct of the indemnified parties. We cannot estimate the potential amount of future payments under these agreements until events arise that would trigger the liability.
Additionally, in connection with certain sales of assets and divestitures of businesses, we have agreed to indemnify the buyer and related parties for certain losses or liabilities incurred by the buyer or such related parties with respect to (1) the representations and warranties made to the buyer by us in connection with the sales and (2) liabilities related to the pre-closing operations of the assets sold. Indemnities related to pre-closing operations generally include environmental liabilities, tax liabilities, and other liabilities not assumed by the buyer.
Indemnities related to the pre-closing operations of sold assets typically do not represent added liabilities for us, but simply serve to protect the buyer from potential liability associated with the obligations that existed (known and unknown) at the time of the sale. We record accruals for those pre-closing obligations that are considered probable and estimable. We have not accrued any additional amounts as a result of the indemnity agreements summarized below, as we believe the fair value of the guarantees is not material.
• In connection with various sales of our timberlands, we have agreed to indemnify various buyers with respect to losses resulting from breaches of limited representations and warranties contained in these agreements. These indemnities generally are capped at a maximum potential liability and have an unspecified duration.
• In connection with the sale by LP Canada Pulp Ltd (LPCP) of its pulp mill in Chetwynd, BC, Canada, to Tembec, Ltd in October 2002, LCLP provided an indemnity of unspecified duration for liabilities arising out of pre-closing operations. These indemnities, which do not extend to environmental liabilities, are capped at CAD$ 15 million in the aggregate.
We also have various other indemnities that are individually and in the aggregate immaterial.
We record a liability related to specific indemnification when future payment is probable, and the amount is estimable.
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15. PRODUCT WARRANTIES
We offer warranties on the sale of most of our products and record an accrual for estimated future claims. Such accruals are based upon historical experience and management’s estimate of the level of future claims. The activity in warranty reserves is summarized in the following table (dollars in millions).
Year Ended December 31,
2022
2021
Beginning balance $ 7 $ 8
Accrued to expense during the year 3 1
Payments made ( 3 ) ( 2 )
Total warranty reserves 8 7
Current portion of warranty reserves ( 2 ) ( 2 )
Long-term portion of warranty reserves $ 6 $ 6
The current portion of the warranty reserve is included in Accounts payable and accrued liabilities, and the long-term portion is included in Other long-term liabilities on our Consolidated Balance Sheets.
We believe that the warranty reserve balances at December 31, 2022, are adequate to cover future warranty payments. However, it is possible that additional charges may be required.
16. RETIREMENT PLANS AND POST-RETIREMENT BENEFITS
We sponsor various defined contribution retirement plans and benefit pension plans that provide retirement benefits to substantially all our employees. Most regularly scheduled employees are eligible to participate in the defined contribution retirement plans except those covered by a collective bargaining agreement unless the collective bargaining agreement explicitly allows for participation in our plans. We contribute to a multiemployer plan for certain employees covered by collective bargaining agreements. We also provide other post-retirement benefits consisting primarily of healthcare benefits to certain retirees who meet age and service requirements. The defined benefit pension plans were limited to active and retired employees that were eligible prior to the plans being frozen. The defined benefit pension plans were substantially settled through lump sum distributions and purchase of third-party annuity contracts in 2022.
Defined Benefit Pension Plans
In November 2021, the Company initiated the termination of our frozen U.S. and Canadian defined benefit pension plans (collectively, the Plan). Plan participants were provided the opportunity to receive their full accrued benefits from Plan assets by either electing immediate lump sum distributions or annuity contracts with a qualifying third-party annuity provider. During the year ended December 31, 2022, we contributed $ 5 million to fund the liquidation of the Plan. Plan assets of $ 247 million were liquidated to fund lump sum distributions to participants and purchase annuity contracts. As a result, a substantial portion of the Plan was settled during the year ended December 31, 2022, resulting in recognition of non-cash, pre-tax charges of $ 82 million from Accumulated comprehensive loss to Other non-operating items in our Consolidated Statements of Income. Upon final termination of the Plan, we expect to recognize the remaining unrecognized pre-tax charges within Accumulated comprehensive loss ($ 6 million as of December 31, 2022). Liquidation of remaining Plan assets in surplus of the defined benefit pension obligation will be made once the Plan satisfies all regulatory requirements, which is expected to be completed during 2023.
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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, 2022, and 2021 (dollars in millions):
2022
2021
Change in benefit obligation:
Beginning of year balance $ 301 $ 319
Service cost 3 1
Interest cost 7 7
Actuarial (gains) losses, net ( 47 ) ( 8 )
Foreign exchange rate changes ( 2 ) 1
Benefits paid ( 13 ) ( 19 )
Pension settlements ( 247 ) —
End of year balance $ 3 $ 301
Change in assets (fair value):
Beginning of year balance $ 296 $ 310
Actual return on plan assets ( 33 ) 5
Employer contribution 5 —
Foreign exchange rate changes ( 2 ) 1
Benefits paid ( 13 ) ( 19 )
Pension settlements ( 247 ) —
End of year balance $ 6 $ 296
Plan assets less than benefit obligations $ 2 $ ( 6 )
Amounts included in the balance sheet:
Non-current pension assets, included in “Other assets” $ 4 $ 6
Current pension liabilities, included in “Accounts payable and accrued liabilities” — —
Non-current pension liabilities, included in “Other long-term liabilities” ( 2 ) ( 12 )
Net amount recognized $ 2 $ ( 6 )
Amounts in accumulated comprehensive loss:
Net actuarial loss $ ( 1 ) $ ( 95 )
Prior service costs ( 6 ) ( 6 )
Total pre-tax amounts in accumulated comprehensive loss $ ( 6 ) $ ( 101 )
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.
The 2021 actuarial losses of $( 8 ) million were primarily related to the impact of Plan termination assumptions on the discount rate. The year ended December 31, 2022 includes $ 247 million of benefits paid in accordance with the settlement of our defined benefit pension plan.
The changes recognized in other comprehensive loss were as follows (dollars in millions):
Year Ended December 31,
2022
2021
2020
Pension settlements, net of tax $ 62 $ 2 $ —
Net actuarial gain (loss) and prior service (cost) arising during the period, net of tax 5 ( 1 ) 3
Amortization of actuarial loss, prior service cost, net of tax 4 5 5
Total amounts recognized in other comprehensive income $ 71 $ 5 $ 8
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Weighted-average assumptions used to calculate our benefit obligations at December 31, 2022, and 2021 were as follows:
2022
2021
Discount rate:
U.S. 2.3 % 2.6 %
Canada 3.8 % 2.6 %
Rate of compensation increase:
U.S. NA NA
Canada NA NA
Benefit obligations by plan category are as follows (dollars in millions):
2022
U.S. Canada Total
Fair value of plan assets $ 1 $ 4 $ 6
Benefit obligation 2 2 3
Funded Status $ — $ 3 $ 2
2021
U.S. Canada Total
Fair value of plan assets $ 237 $ 59 $ 296
Benefit obligation 247 54 301
Funded Status $ ( 11 ) $ 5 $ ( 6 )
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The following table sets forth the net periodic pension cost for our defined benefit pension plans. The components of our net periodic pension costs consisted of the following (dollars in millions):
Year Ended December 31,
2022
2021
2020
Service cost $ 3 $ 1 $ 1
Other components of net periodic pension cost:
Interest cost 7 7 9
Expected return on plan assets ( 7 ) ( 13 ) ( 14 )
Amortization of prior service cost and net transition asset 1 1 1
Amortization of net actuarial loss 5 6 6
Net periodic pension cost before loss due to settlement 8 2 2
Loss due to pension settlement 82 2 —
Total net periodic pension cost $ 91 $ 4 $ 2
Net periodic pension cost included in cost of sales $ — $ — $ —
Net periodic pension cost included in selling, general, and administrative expenses 3 1 1
Net periodic pension cost included in other non-operating items 88 3 1
$ 91 $ 4 $ 2
Weighted average assumptions used to calculate our net periodic pension costs for the years ended December 31, 2022, 2021, and 2020 were as follows:
2022
2021
2020
Discount rate:
U.S. 2.6 % 2.3 % 3.1 %
Canada 2.6 % 2.3 % 3.0 %
Expected return on plan assets:
U.S. 3.0 % 5.3 % 5.8 %
Canada 2.0 % 2.3 % 3.2 %
Rate of compensation increase:
U.S. NA NA NA
Canada NA NA 3.5 %
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.
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Asset allocation targets are established based upon the long-term returns and volatility characteristics of the investment classes and recognize the benefits of diversification and the profits of the plans’ liabilities. The actual and target allocations at the measurement dates are as follows:
Target
Allocation
2022
Actual
Allocation
2022
2021
Asset category
U.S. Plans
Debt securities — % — % 76 %
Cash and cash equivalents 100 % 100 % 24 %
Total Allocation for U.S. Plans 100 % 100 % 100 %
Non-U.S. Plans
Debt securities — % — % 22 %
Multi-Strategy Funds — % — % 59 %
Cash and cash equivalents 100 % 100 % 19 %
Total Allocation for Non-U.S. Plans 100 % 100 % 100 %
Our investment policies for the defined benefit pension plans are allocated to reduce risk in assets as a result of the termination and final expected settlements of the Plan in fiscal 2023. These policies are set by an administrative committee with the goal of maximizing long-term investment returns within acceptable levels of volatility and risk. Our plans do not currently invest directly in derivative securities, although such investments may be considered in the future to increase returns and/or reduce volatility. To the extent the expected return on Plan assets varies from the actual return, an actuarial gain or loss results.
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The fair value of our pension plan assets and fair value asset categories and the level of inputs as defined in Note 1 at December 31, 2022, and 2021, are as follows (dollars in millions):
December 31, 2022
Asset Category Total Quoted Prices in Active Markets for Identical Assets
(Level 1) Significant
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3) Net Asset Value
Fixed-income investment funds:
Domestic bond funds — — — — —
International bond funds — — — — —
Cash and cash equivalents 6 6 — — —
Total $ 6 $ 6 $ — $ — $ —
December 31, 2021
Asset Category Total Quoted Prices in Active Markets for Identical Assets
(Level 1) Significant
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3) Net Asset Value
Equity investment funds:
Domestic stock funds 180 — 180 — —
International stock funds 47 — 13 — 34
Cash and cash equivalents 68 58 11 — —
Total $ 296 $ 58 $ 204 $ — $ 34
Defined Contribution Plans
We also sponsor defined contribution plans in the U.S. and Canada. In the U.S., these plans are primarily 401(k) plans for hourly and salaried employees that allow for pre-tax employee deferrals and a Company match of up to five percent of an employee’s eligible wages (subject to certain limits). Under the profit-sharing feature of these plans, we may elect to contribute a discretionary amount as a percentage of eligible wages. Included in the assets of the 401(k) and profit-sharing plans are one million shares of LP common stock that represented approximately eight percent of the total market value of plan assets at December 31, 2022.
In Canada, we sponsor both defined contribution plans and Registered Retirement Savings Plans for hourly and salaried employees that allow for employee tax deferrals. We provide a base contribution of three percent of eligible earnings and match 50 % of an employee’s deferrals up to a maximum of three percent of each employee’s eligible earnings (subject to certain limits).
Expenses related to the U.S. and Canadian defined contribution plans and the Registered Retirement Savings Plans, including the profit-sharing feature, were $ 23 million, $ 21 million, and $ 15 million in 2022, 2021, and 2020, respectively.
Other Benefit Plans
We have several plans that provide post-retirement benefits other than pensions, primarily for salaried employees in the U.S. and certain groups of Canadian employees. The obligation at December 31, 2022, and 2021, for these post-retirement benefits was $ 7 million and $10 million, respectively. The net expense related to these plans was not significant in 2022, 2021, or 2020.
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In 2004, we adopted the Louisiana-Pacific Corporation 2004 Executive Deferred Compensation Plan (the Deferred Compensation Plan). Pursuant to the Deferred Compensation Plan, participants are eligible to defer up to 90 % of their base salary and annual cash incentives that exceed the limitation as set forth by the I.R.S. and receive a five percent match on their contributions. Each Deferred Compensation Plan participant is fully vested in all employee deferred compensation and earnings credited associated with employee contributions. Employer contributions and associated earnings vest over periods not exceeding five years . The liability under the Deferred Compensation Plan amounted to $ 2 million as of December 31, 2022, and 2021, and is included in Other long-term liabilities on our Consolidated Balance Sheets.
17. ACCUMULATED COMPREHENSIVE LOSS
Accumulated comprehensive loss includes cumulative translation adjustments, unrealized gains (losses) on certain financial instruments, and pension and post-retirement adjustments. Other comprehensive income activity, net of tax, is provided in the following table (dollars in millions):
Pension Translation Adjustments Other Total
Balance at December 31, 2019 $ ( 89 ) $ ( 67 ) $ 3 $ ( 153 )
Other comprehensive income before reclassifications, net of taxes 3 — ( 2 ) 1
Reclassified to income statement, net of taxes 1
5 — ( 3 ) 2
Pension settlement loss, net of taxes — — — —
Translation adjustments — ( 1 ) — ( 1 )
Balance at December 31, 2020 ( 81 ) ( 68 ) ( 2 ) ( 151 )
Other comprehensive income before reclassifications, net of taxes — — — —
Reclassified to income statement, net of taxes 1
5 — — 5
Pension settlement loss — — — —
Translation adjustments — ( 28 ) — ( 28 )
Balance at December 31, 2021 ( 76 ) ( 96 ) ( 1 ) ( 174 )
Other comprehensive income before reclassifications, net of taxes — — — —
Reclassified to income statement, net of taxes 1
— — 1 1
Pension settlement loss, net of taxes 71 — — 71
Translation adjustments — 2 — 2
Balance at December 31, 2022 $ ( 5 ) $ ( 94 ) $ — $ ( 99 )
1 Amounts of actuarial loss and prior service cost are components of net periodic benefit cost. See Note 16 above for additional details.
Foreign currency translation adjustments exclude income tax expense (benefit) given that these adjustments arise out of the translation of assets into the reporting currency that is separate from the taxable income and is deemed to be reinvested for an indefinite period of time. The pension amounts reclassified from Accumulated comprehensive loss included an income tax provision of $ 23 million, $ 2 million, and $ 2 million in 2022, 2021, and 2020, respectively.
18. SEGMENT INFORMATION
We operate in three segments: Siding, OSB, and South America. Our business units have been aggregated into these three segments based upon the similarity of economic characteristics, customers, and distribution methods. Our results of operations are summarized below for each of these segments separately as well as for the “other” category, which comprises other products that are not individually significant.
• The Siding segment serves diverse end markets with a broad product offering of engineered wood siding, trim, and fascia, including LP ® SmartSide ® Trim & Siding, LP ® SmartSide ® ExpertFinish ® Trim & Siding, LP BuilderSeries ® Lap Siding, and Outdoor Building Solutions ® (collectively referred to as Siding Solutions).
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• 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).
• Our South America segment manufactures and distributes OSB structural panel and siding products in South America and certain export markets. This segment has manufacturing operations in two countries, Chile and Brazil, and operates sales offices in Chile, Brazil, Peru, Colombia, Argentina, and Paraguay.
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. Segment Adjusted EBITDA is defined as income attributed to LP before interest expense, provision for income taxes, depreciation and amortization, and exclude 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.
Information about our product segments is as follows (dollars in millions):
Year Ended December 31,
2022
2021
2020
NET SALES BY BUSINESS SEGMENT
Siding $ 1,469 $ 1,170 $ 959
OSB 2,062 2,387 1,220
South America 241 265 169
Other 84 95 52
Intersegment Sales ( 2 ) ( 3 ) ( 1 )
Total sales $ 3,854 $ 3,915 $ 2,399
NET INCOME TO ADJUSTED EBITDA RECONCILIATION
Net income $ 1,083 $ 1,373 $ 497
Add (deduct):
Net loss attributed to noncontrolling interest 3 4 2
Income from discontinued operations, net of income taxes ( 198 ) ( 71 ) ( 12 )
Income attributed to LP from continuing operations 888 1,306 487
Provision for income taxes 274 402 121
Depreciation and amortization 129 114 106
Stock-based compensation expense 19 16 11
Loss on impairment attributed to LP 1 5 15
Other operating credits and charges, net ( 16 ) ( 1 ) 7
Pension settlement charges 82 2 —
Interest expense 11 14 19
Investment income ( 14 ) ( 1 ) ( 4 )
Loss on early debt extinguishment — 11 —
Other non-operating items, not included above 15 9 ( 4 )
Adjusted EBITDA $ 1,389 $ 1,877 $ 757
SEGMENT ADJUSTED EBITDA
Siding $ 339 $ 289 $ 246
OSB 1,034 1,531 519
South America 77 113 42
Other ( 23 ) ( 20 ) ( 19 )
Corporate ( 38 ) ( 36 ) ( 30 )
Adjusted EBITDA $ 1,389 $ 1,877 $ 757
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Year Ended December 31,
2022
2021
2020
Depreciation and Amortization
Siding $ 46 $ 34 $ 32
OSB 71 69 65
South America 8 8 7
Other 4 4 3
Non-segment related — — —
Total depreciation and amortization $ 129 $ 114 $ 107
Capital Expenditures
Siding $ 316 $ 177 $ 34
OSB 53 47 25
South America 20 20 7
Other 1 2 4
Non-segment related 21 4 1
Total capital expenditures $ 412 $ 250 $ 71
Information concerning identifiable assets by segment is as follows (dollars in millions):
December 31,
2022
2021
Identifiable Assets
Siding $ 1,045 $ 705
OSB 491 521
South America 151 118
Other 74 86
Discontinued operations — 156
Non-segment related 589 608
Total assets $ 2,350 $ 2,194
Non-segment related assets include cash and cash equivalents, short-term and long-term investments, corporate assets, and other items.
81
Information concerning our geographic segments is as follows (dollars in millions):
Year Ended December 31,
2022
2021
2020
GEOGRAPHIC LOCATIONS
Total Sales—Point of origin
U.S. $ 3,329 $ 3,354 $ 2,118
Canada 827 613 426
South America 273 291 185
Intercompany sales ( 575 ) ( 344 ) ( 330 )
Total Sales $ 3,854 $ 3,915 $ 2,399
Operating profit (loss)
U.S. $ 1,084 $ 1,567 $ 583
Canada 129 112 57
South America 70 106 36
Other operating credits and charges, net and loss on impairments of assets 15 ( 5 ) ( 23 )
General corporate expense, loss on early debt extinguishment, other income (expense), interest, net and equity in unconsolidated affiliates ( 139 ) ( 77 ) ( 48 )
Income before income taxes, including equity in unconsolidated affiliates 1,159 1,704 605
Provision for income taxes ( 274 ) ( 402 ) ( 121 )
Income from continuing operations $ 885 $ 1,302 $ 484
Loss attributed to noncontrolling interest 3 4 2
Income attributed to LP from continuing operations $ 888 $ 1,306 $ 487
IDENTIFIABLE TANGIBLE LONG LIVED ASSETS
U.S. $ 939 $ 671 $ 517
Canada 356 359 340
South America 87 75 77
Total assets $ 1,382 $ 1,106 $ 935
82
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.