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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
 
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarterly Period Ended June 30, 2018
Commission File Number 1-7107
 
 LOUISIANA-PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
 
DELAWARE
 
93-0609074
(State or other jurisdiction of
incorporation or organization)
 
(IRS Employer
Identification No.)
414 Union Street, Nashville, TN 37219
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (615) 986-5600
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
o
Emerging growth company
o
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 142,716,604 shares of Common Stock, $1 par value, outstanding as of August 6, 2018. Except as otherwise specified and unless the context otherwise requires, references to "LP", the “Company”, “we”, “us”, and “our” refer to Louisiana-Pacific Corporation and its subsidiaries.




ABOUT FORWARD-LOOKING STATEMENTS
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 provide a “safe harbor” for forward-looking statements to encourage companies to provide prospective information about their businesses and other matters as long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed in the statements. This report contains, and other reports and documents filed by us with the Securities and Exchange Commission (SEC) may contain, forward-looking statements. These statements are or will be based upon the beliefs and assumptions of, and on information available to, our management.
The following statements are or may constitute forward-looking statements: (1) statements preceded by, followed by or that include words like “may,” “will,” “could,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “potential,” “continue” or “future” or the negative or other variations thereof and (2) other statements regarding matters that are not historical facts, including without limitation, plans for product development, forecasts of future costs and expenditures, possible outcomes of legal proceedings, capacity expansion and other growth initiatives and the adequacy of reserves for loss contingencies.
Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to, the following:
•
changes in governmental fiscal and monetary policies and levels of employment;
•
changes in general economic conditions;
•
changes in the cost and availability of capital;
•
changes in the level of home construction and repair activity;
•
changes in competitive conditions and prices for our products;
•
changes in the relationship between supply of and demand for building products;
•
changes in the relationship between supply of and demand for raw materials, including wood fiber and resins, used in manufacturing our products;
•
changes in the cost of and availability of energy, primarily natural gas, electricity and diesel fuel;
•
changes in the cost of and availability of transportation;
•
changes in other significant operating expenses;
•
changes in exchange rates between the U.S. dollar and other currencies, particularly the Canadian dollar, Brazilian real and Chilean peso;
•
changes in general and industry-specific environmental laws and regulations;
•
changes in tax laws, and interpretations thereof;
•
changes in circumstances giving rise to environmental liabilities or expenditures;
•
the resolution of existing and future product-related litigation and other legal proceedings; and
•
acts of public authorities, war, civil unrest, natural disasters, fire, floods, earthquakes, inclement weather and other matters beyond our control.
In addition to the foregoing and any risks and uncertainties specifically identified in the text surrounding forward-looking statements, any statements in the reports and other documents filed by us with the SEC that warn of risks or uncertainties associated with future results, events or circumstances identify important factors that could cause actual results, events and circumstances to differ materially from those reflected in the forward-looking statements.
ABOUT THIRD-PARTY INFORMATION
In this report, we rely on and refer to information regarding industry data obtained from market research, publicly available information, industry publications, U.S. government sources and other third parties. Although we believe the information is reliable, we cannot guarantee the accuracy or completeness of the information and have not independently verified it.

2


Item 1.
Financial Statements.
CONSOLIDATED BALANCE SHEETS
LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES
(AMOUNTS IN MILLIONS) (UNAUDITED)
 
June 30, 2018
 
December 31, 2017
ASSETS
 
 
 
Cash and cash equivalents
$
1,000.9

 
$
928.0

Receivables, net of allowance for doubtful accounts of $0.9 million at June 30, 2018 and December 31, 2017
162.3

 
142.5

Inventories
286.4

 
259.1

Prepaid expenses and other current assets
13.0

 
7.8

Current portion of notes receivable from asset sales
—

 
22.2

Total current assets
1,462.6

 
1,359.6

Timber and timberlands
56.0

 
55.7

Property, plant and equipment, net
946.6

 
926.1

Goodwill and other intangible assets
26.4

 
26.7

Investments in and advances to affiliates
53.9

 
7.8

Restricted cash
13.3

 
13.3

Other assets
59.5

 
56.8

Deferred tax asset
2.5

 
2.5

Total assets
$
2,620.8

 
$
2,448.5

LIABILITIES AND EQUITY
 
 
 
Current portion of long-term debt
$
27.3

 
$
25.1

Accounts payable and accrued liabilities
211.1

 
237.1

Income taxes payable
15.7

 
4.5

Current portion of contingency reserves
3.4

 
3.4

Total current liabilities
257.5

 
270.1

Long-term debt, excluding current portion
348.4

 
350.8

Deferred income taxes
58.9

 
33.4

Contingency reserves, excluding current portion
9.4

 
11.7

Other long-term liabilities
180.8

 
178.0

Stockholders’ equity:
 
 
 
Common stock, $1 par value, 200,000,000 shares authorized, 153,358,542 shares issued
153.4

 
153.4

Additional paid-in capital
457.5

 
470.6

Retained earnings
1,508.4

 
1,280.1

Treasury stock, 9,423,230 shares and 8,462,949 shares, at cost
(206.2
)
 
(177.5
)
Accumulated comprehensive loss
(147.3
)
 
(122.1
)
Total stockholders’ equity
1,765.8

 
1,604.5

Total liabilities and stockholders’ equity
$
2,620.8

 
$
2,448.5

The accompanying notes are an integral part of these unaudited financial statements.

3


CONSOLIDATED STATEMENTS OF INCOME
LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES
(AMOUNTS IN MILLIONS EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

 
 
Quarter Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Net sales
$
810.8

 
$
694.1

 
$
1,502.1

 
$
1,305.0

Cost of sales
550.2

 
511.8

 
1,064.7

 
994.6

Gross profit
260.6

 
182.3

 
437.4

 
310.4

 
 
 
 
 
 
 
 
Selling, general and administrative expenses
50.1

 
47.2

 
100.7

 
95.9

Gain on sale or impairment of long lived assets, net
—

 
(3.1
)
 
(0.6
)
 
(2.5
)
Other operating credits and charges, net
(4.5
)
 
2.0

 
(4.9
)
 
5.4

Income from operations
215.0

 
136.2

 
342.2

 
211.6

 
 
 
 
 
 
 
 
Non-operating income (expense):
 
 
 
 
 
 
 
Interest expense, net of capitalized interest
(4.4
)
 
(4.9
)
 
(8.8
)
 
(9.9
)
Investment income
4.8

 
2.3

 
8.0

 
4.3

Other non-operating items
(0.7
)
 
(3.1
)
 
(2.1
)
 
(5.0
)
Total non-operating income (expense)
(0.3
)
 
(5.7
)
 
(2.9
)
 
(10.6
)
 
 
 
 
 
 
 
 
Income from continuing operations before taxes and equity in loss of unconsolidated affiliate
214.7

 
130.5

 
339.3

 
201.0

Provision for income taxes
51.2

 
36.0

 
80.9

 
51.5

Equity in loss of unconsolidated affiliate
0.6

 
—

 
0.6

 
—

Income from continuing operations
162.9

 
94.5

 
257.8

 
149.5

 
 
 
 
 
 
 
 
Loss from discontinued operations before taxes
(0.3
)
 
—

 
(5.6
)
 
—

Benefit for income taxes
(0.1
)
 
—

 
(1.4
)
 
—

Loss from discontinued operations
(0.2
)
 
—

 
(4.2
)
 
—

 
 
 
 
 
 
 
 
Net income
$
162.7

 
$
94.5

 
$
253.6

 
$
149.5

 
 
 
 
 
 
 
 
Net income per share of common stock:
 
 
 
 
 
 
 
Income per share continuing operations
$
1.13

 
$
0.65

 
$
1.78

 
$
1.04

Loss per share discontinued operations
—

 
—

 
(0.03
)
 
—

Net income per share - basic
$
1.13

 
$
0.65

 
$
1.75

 
$
1.04

Diluted net income per share of common stock:
 
 
 
 
 
 
 
Income per share continuing operations
$
1.11

 
$
0.65

 
$
1.76

 
$
1.02

Loss per share discontinued operations
—

 
—

 
$
(0.03
)
 
—

Net income per share - diluted
$
1.11

 
$
0.65

 
$
1.73

 
$
1.02

 
 
 
 
 
 
 
 
Weighted average shares of stock outstanding - basic
144.6

 
144.5

 
144.7

 
144.3

Weighted average shares of stock outstanding - diluted
146.2

 
146.2

 
146.4

 
146.0

The accompanying notes are an integral part of these unaudited financial statements.

4


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES
(AMOUNTS IN MILLIONS) (UNAUDITED)
 
 
Quarter Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Net income
$
162.7

 
$
94.5

 
$
253.6

 
$
149.5

Other comprehensive income (loss):
 
 
 
 
 
 
 
Foreign currency translation adjustments
(13.8
)
 
(8.5
)
 
(11.5
)
 
(5.7
)
Unrealized gain (loss) on investments, net of tax
(0.1
)
 
0.1

 
0.1

 
0.4

Defined benefit pension plans:
 
 
 
 
 
 
 
Change in benefit obligations, translation adjustment
0.1

 
(0.2
)
 
0.3

 
(0.4
)
Amortization of amounts included in net periodic benefit cost:
 
 
 
 
 
 
 
Actuarial loss, net of tax
1.2

 
0.8

 
2.3

 
1.7

Prior service cost, net of tax
0.1

 
0.2

 
0.2

 
0.4

Other
0.1

 
—

 
0.1

 
—

Other comprehensive loss
(12.4
)
 
(7.6
)
 
(8.5
)
 
(3.6
)
Comprehensive income
$
150.3

 
$
86.9

 
$
245.1

 
$
145.9

The accompanying notes are an integral part of these unaudited financial statements.

5



CONSOLIDATED STATEMENTS OF CASH FLOWS
LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES
(AMOUNTS IN MILLIONS) (UNAUDITED) 
 
Quarter Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
 
 
Net income
$
162.7

 
$
94.5

 
$
253.6

 
$
149.5

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
 
 
Depreciation and amortization
30.1

 
29.6

 
61.1

 
60.2

Equity in (income) loss of unconsolidated affiliates, including dividends
(0.3
)
 
(0.4
)
 
(1.1
)
 
(1.0
)
Gain on sale or impairment of long-lived assets, net
—

 
(3.1
)
 
(0.6
)
 
(2.5
)
Other operating credits and charges, net
(0.3
)
 
2.0

 
(0.7
)
 
5.4

Stock-based compensation related to stock plans
2.6

 
1.9

 
4.8

 
6.0

Exchange loss on remeasurement
0.1

 
1.5

 
—

 
1.7

Cash settlements of warranties, net of accruals
(0.6
)
 
(2.4
)
 
(1.5
)
 
(5.6
)
Cash settlements of contingencies, net of accruals
(5.3
)
 
(0.3
)
 
(1.5
)
 
(0.3
)
Pension contributions, net of expense
(2.1
)
 
(2.1
)
 
(0.5
)
 
(0.7
)
Other adjustments, net
(1.2
)
 
(0.2
)
 
0.7

 
0.2

Changes in assets and liabilities:
 
 
 
 
 
 
 
Increase in receivables
(16.2
)
 
(5.1
)
 
(45.4
)
 
(44.8
)
(Increase) decrease in inventories
40.6

 
37.8

 
(13.4
)
 
13.0

Increase in prepaid expenses
(4.0
)
 
(2.7
)
 
(5.2
)
 
(3.3
)
Increase (decrease) in accounts payable and accrued liabilities
18.5

 
14.6

 
(19.5
)
 
(5.3
)
Increase (decrease) in income taxes
12.7

 
(24.8
)
 
37.2

 
(10.9
)
Net cash provided by operating activities
237.3

 
140.8

 
268.0

 
161.6

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
 
 
Property, plant and equipment additions
(44.4
)
 
(19.6
)
 
(87.6
)
 
(45.7
)
Proceeds from sales of assets
0.1

 
3.2

 
0.9

 
3.2

Investments in unconsolidated affiliate
(45.0
)
 
—

 
(45.0
)
 
—

Payment of long-term deposit
—

 
(32.0
)
 
—

 
(32.0
)
Receipt of proceeds from notes receivable from asset sales
22.2

 
—

 
22.2

 
—

Other investing activities
(0.1
)
 
—

 
(0.3
)
 
0.2

Net cash used in investing activities
(67.2
)
 
(48.4
)
 
(109.8
)
 
(74.3
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
 
 
Repayment of long-term debt
(0.2
)
 
(0.1
)
 
(0.3
)
 
(1.3
)
Payment of cash dividends
(18.7
)
 
—

 
(37.6
)
 
—

Purchase of treasury stock
(38.9
)
 
—

 
(38.9
)
 
—

Sale of common stock, net of cash payments under equity plans
—

 
(0.8
)
 
0.1

 
(0.4
)
Taxes paid related to net share settlement of equity awards
(2.1
)
 
(0.1
)
 
(7.8
)
 
(4.8
)
Other financing activities
—

 
—

 
3.1

 
—

Net cash used in financing activities
(59.9
)
 
(1.0
)
 
(81.4
)
 
(6.5
)
EFFECT OF EXCHANGE RATE ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH
(5.1
)
 
(0.8
)
 
(3.9
)
 
(0.1
)
Net increase in cash, cash equivalents and restricted cash
105.1

 
90.6

 
72.9

 
80.7

Cash, cash equivalents and restricted cash at beginning of period
909.1

 
662.6

 
941.3

 
672.5

Cash, cash equivalents and restricted cash at end of period
$
1,014.2

 
$
753.2

 
$
1,014.2

 
$
753.2

The accompanying notes are an integral part of these unaudited financial statements.

6



CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES
(AMOUNTS IN MILLIONS) (UNAUDITED)
 
 
Common Stock
 
Treasury Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Comprehensive
Loss
 
Total
Stockholders'
Equity
 
Shares
 
Amount
 
Shares
 
Amount
 
Balance, December 31, 2017
153.4

 
$
153.4

 
8.4

 
$
(177.5
)
 
$
470.6

 
$
1,280.1

 
$
(122.1
)
 
$
1,604.5

Effect of adoption of ASU 2014-091


 


 


 


 


 
(4.4
)
 


 
(4.4
)
Effect of adoption of ASU 2018-021


 


 


 


 


 
16.7

 
(16.7
)
 
—

Net income


 


 


 


 


 
253.6

 


 
253.6

Dividends paid


 


 


 


 


 
(37.6
)
 


 
(37.6
)
Issuance of shares for stock plans and stock-based compensation


 


 
(0.8
)
 
18.0

 
(17.9
)
 


 


 
0.1

Purchase of treasury stock


 


 
1.4

 
(38.9
)
 


 


 

 
(38.9
)
Compensation expense associated with stock-based compensation


 


 


 


 
4.8

 


 

 
4.8

Taxes paid related to net settlement of stock-based awards


 


 
0.4

 
(7.8
)
 


 


 

 
(7.8
)
Other comprehensive loss


 


 


 


 


 


 
(8.5
)
 
(8.5
)
Balance, June 30, 2018
153.4

 
$
153.4

 
9.4

 
$
(206.2
)
 
$
457.5

 
$
1,508.4

 
$
(147.3
)
 
$
1,765.8

1See Note 2 for additional detail regarding the adoption of new accounting standards.

The accompanying notes are an integral part of these unaudited financial statements.



7


NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – BASIS FOR PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments) necessary to present fairly, in all material respects, the consolidated financial position, results of operations and cash flows of us and our subsidiaries for the interim periods presented. Results of operations for interim periods are not necessarily indicative of results to be expected for an entire year. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017.
NOTE 2 - NEW ACCOUNTING STANDARDS AND CERTAIN RECLASSIFICATIONS
On January 1, 2018, we adopted ASU 2014-09, "Revenue from Contracts with Customers" (ASC 606), and all the related amendments to all contracts using the modified retrospective method. We recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. We expect the impact of the adoption of the new revenue standard to be immaterial to our net income on an ongoing basis. Recognition of a portion of our sales revenue has been delayed due to the timing of satisfying the performance obligations. The new revenue standard also provided additional clarity that resulted in reclassifications to or from net sales and selling, general and administrative expenses.
On January 1, 2018, we adopted ASU 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” The guidance allows us to reclassify the stranded tax effects within Accumulated other comprehensive income to Retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (the Tax Act) is recorded.
The cumulative effect of the changes made to our Consolidated Balance Sheet as of January 1, 2018 for the adoption of ASU 2014-09 and ASU 2018-02, were as follows:
Dollar amounts in millions
Balance at December 31, 2017
 
ASU 2014-09
 
ASU 2018-02
 
Balance at January 1, 2018
Receivables, net of allowance for doubtful accounts
$
142.5

 
$
(21.7
)
 
$
—

 
$
120.8

Inventories
259.1

 
15.8

 
—

 
274.9

Deferred tax asset
2.5

 
1.5

 
—

 
4.0

 
 
 
 
 
 
 
 
Retained earnings
1,280.1

 
(4.4
)
 
16.7

 
1,292.4

Accumulated comprehensive loss
(122.1
)
 
—

 
(16.7
)
 
(138.8
)

8


In accordance with the new revenue standard requirements, the disclosure of the impact on our Consolidated Statement of Income and Consolidated Balance Sheet is as follows:
 
Quarter Ended June 30, 2018
 
Six Months Ended June 30, 2018
Dollar amounts in millions
As reported
 
Balances without adoption of ASC 606
 
Effect of Change Higher (Lower)
 
As reported
 
Balances without adoption of ASC 606
 
Effect of Change Higher (Lower)
Consolidated Statement of Income
 
 
 
 
 
 
 
 
 
 
 
Net sales
$
810.8

 
818.4

 
$
(7.6
)
 
$
1,502.1

 
$
1,520.8

 
$
(18.7
)
Cost of sales
550.2

 
554.0

 
(3.8
)
 
1,064.7

 
1,075.0

 
(10.3
)
Selling, general and administrative expenses
50.1

 
51.2

 
(1.1
)
 
100.7

 
102.6

 
(1.9
)
Provision for income taxes
51.2

 
51.9

 
(0.7
)
 
80.9

 
82.5

 
(1.6
)
Net income
162.7

 
164.7

 
(2.0
)
 
253.6

 
258.5

 
(4.9
)
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated Balance Sheet
June 30, 2018
 
 
 
 
 
 
Receivables, net of allowance for doubtful accounts
$
162.3

 
$
200.8

 
$
38.5

 
 
 
 
 
 
Inventory
$
286.4

 
$
260.3

 
$
(26.1
)
 
 
 
 
 
 
Income taxes payable
$
15.7

 
$
18.8

 
$
3.1

 
 
 
 
 
 
Retained earnings
$
1,508.4

 
$
1,517.7

 
$
9.3

 
 
 
 
 
 
On January 1, 2018, we adopted ASU 2017-07, "Retirement Benefits - Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost" (an amendment to ASC 715) to improve the presentation of net periodic pension and postretirement benefit costs. We retrospectively adopted the presentation of service cost separate from the other components of net periodic costs. The interest cost, expected return on assets, amortization of prior service costs, amortization of net actuarial losses and settlement costs have been reclassified from Cost of sales, Selling, general and administrative expenses and Other operating credits and charges to Non-operating income (expense). We elected to apply the practical expedient which allows us to reclassify amounts disclosed previously in the retirement benefits note as the basis for applying retrospective presentation for comparative periods as it is impracticable to determine the disaggregation of the cost components for amounts capitalized and amortized in those periods. On a prospective basis, the other components of net periodic benefit costs (excluding service cost) will not be included in amounts capitalized in inventory or property, plant, and equipment. In addition to the effects of ASU 2017-07, we have reclassified depreciation and amortization into the financial statement caption that reflects the category of the expense to be more comparable with our peers.
The effect of the retrospective presentation change related to the net periodic cost of our defined benefit pension and reclassification of depreciation and amortization on our Consolidated Statement of Income for the quarter and six months ended June 30, 2017 is as follows:
 
Quarter Ended June 30, 2017
Dollar amounts in millions
As reported
 
ASU 2017-07
 
Reclassi- fications
 
As adjusted
Consolidated Statement of Income
 
 
 
 
 
 
 
Cost of sales (exclusive of depreciation and amortization shown separately below)
$
484.0

 
$
(1.0
)
 
$
28.8

 
$
511.8

Depreciation and amortization
29.6

 
—

 
(29.6
)
 
—

Selling, general and administrative expenses
47.0

 
(0.6
)
 
0.8

 
47.2

Income from operations
134.6

 
1.6

 
—

 
136.2

Total non-operating income (expense)
(4.1
)
 
(1.6
)
 
—

 
(5.7
)

9


 
Six Months Ended June 30, 2017
Dollar amounts in millions
As reported
 
ASU 2017-07
 
Reclassi- fications
 
As adjusted
Consolidated Statement of Income
 
 
 
 
 
 
 
Cost of sales (exclusive of depreciation and amortization shown separately below)
$
937.9

 
$
(2.0
)
 
58.7

 
$
994.6

Depreciation and amortization
60.2

 
—

 
(60.2
)
 
—

Selling, general and administrative expenses
95.6

 
(1.2
)
 
1.5

 
95.9

Income from operations
208.4

 
3.2

 
—

 
211.6

Total non-operating income (expense)
(7.4
)
 
(3.2
)
 
—

 
(10.6
)
On January 1, 2018, we adopted ASU 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash." The adoption of this standard requires the inclusion of the change in amounts described as restricted cash or restricted cash equivalents to be included as part of our Consolidated Statement of Cash Flows.
In accordance with disclosure requirements of this new accounting standard, the impact of adoption on our Consolidated Statement of Cash Flows for the quarter and six months ended June 30, 2017 is as follows:
 
Quarter Ended June 30, 2017
Dollar amounts in millions
As reported
 
ASU 2016-18
 
As adjusted
Consolidated Statement of Cash Flows
 
 
 
 
 
Net cash provided by (used in) investing activities
$
(48.5
)
 
$
0.1

 
$
(48.4
)
Effect of exchange rate on cash, cash equivalents and restricted cash
(0.8
)
 
—

 
(0.8
)
Net increase in cash, cash equivalents and restricted cash
90.5

 
0.1

 
90.6

Cash, cash equivalents and restricted cash at beginning of period
649.5

 
13.1

 
662.6

Cash, cash equivalents and restricted cash at end of period
740.0

 
13.2

 
753.2

 
Six Months Ended June 30, 2017
Dollar amounts in millions
As reported
 
ASU 2016-18
 
As adjusted
Consolidated Statement of Cash Flows
 
 
 
 
 
Net cash provided by (used in) investing activities
$
(74.5
)
 
$
0.2

 
$
(74.3
)
Effect of exchange rate on cash, cash equivalents and restricted cash
0.1

 
(0.2
)
 
(0.1
)
Net increase in cash, cash equivalents and restricted cash
80.7

 
—

 
80.7

Cash, cash equivalents and restricted cash at beginning of period
659.3

 
13.2

 
672.5

Cash, cash equivalents and restricted cash at end of period
740.0

 
13.2

 
753.2

In March 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-02, "Leases (Topic 842)", which supersedes the lease accounting requirements in ASC Topic 840, "Leases". The new standard requires entities to recognize, separately from each other, an asset for its right to use (ROU) the underlying asset equal to the liability for its finance and operating lease obligations. Further, the entity is required to present separately the current and non-current portion of the ROU asset and corresponding lease liability. We will adopt the standard on January 1, 2019, using the optional prospective method approved by the FASB in March 2018. This method allows us to not restate comparative periods and instead apply the new standard on a prospective basis as of the date of adoption. While our evaluation is still in process, we expect the adoption to have a significant impact on our Consolidated Balance Sheet and an immaterial impact on our Consolidated Statement of Income.


10


NOTE 3 - REVENUE
Revenue is recognized when obligations under the terms of a contract (purchase orders) with our customers are satisfied; generally, this occurs with the transfer of control of our products. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods. Shipping cost incurred by us to deliver products to our customers are recorded in cost of sales. The expected costs associated with our warranties continue to be recognized as expense when the products are sold. We recognize revenue as of a point in time.

Customer programs and incentives are a common practice in our businesses. Our businesses incur customer program costs to obtain favorable product placement, to promote sales of products and to 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 later of 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 estimates of customer volume achievement and other factors incorporated into customer agreements, such as new product purchases, store sell-through and merchandising support. Management periodically reviews accruals for these rebates and allowances, and adjusts accruals when circumstances indicate (typically as a result of a change in volume expectations). As of June 30, 2018 and December 31, 2017, we had $23.5 million and $24.2 million accrued 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 June 30, 2018 and December 31, 2017 was $18.1 million and $18.3 million.
The following tables disaggregate our revenue by product line and product type by segment for the quarter and six months ended June 30, 2018:
Quarter Ended June 30, 2018
By Product family:
Siding
 
OSB
 
EWP
 
South America
 
Other
 
Inter-segment
 
Total
SmartSide® Strand siding
$
193.5

 
$
—

 
$
—

 
$
6.9

 
$
—

 
$
—

 
$
200.4

SmartSide® Fiber siding
27.9

 
—

 
—

 
—

 
—

 
—

 
27.9

CanExel® siding
12.5

 
—

 
—

 
—

 
—

 
—

 
12.5

OSB - commodity
12.4

 
231.4

 
5.2

 
—

 
—

 
—

 
249.0

OSB - value-add
12.4

 
154.9

 
3.8

 
37.2

 
—

 
—

 
208.3

LVL
—

 
—

 
40.4

 
—

 
—

 
—

 
40.4

LSL
—

 
—

 
17.4

 
—

 
—

 
—

 
17.4

I-joist
—

 
—

 
31.5

 
—

 
—

 
—

 
31.5

Plywood
—

 
—

 
8.0

 
—

 
—

 
—

 
8.0

Other
2.9

 
1.1

 
2.8

 
1.2

 
7.4

 
—

 
15.4

 
$
261.6

 
$
387.4

 
$
109.1

 
$
45.3

 
$
7.4

 
$
—

 
$
810.8

By Product type:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commodity
$
12.4

 
$
231.4

 
$
13.2

 
$
—

 
$
—

 
$
—

 
$
257.0

Value-add
246.3

 
154.9

 
93.1

 
44.1

 
—

 
—

 
538.4

Other
2.9

 
1.1

 
2.8

 
1.2

 
7.4

 
—

 
15.4

 
$
261.6

 
$
387.4

 
$
109.1

 
$
45.3

 
$
7.4

 
$
—

 
$
810.8


11


Six Months Ended June 30, 2018
By Product family:
Siding
 
OSB
 
EWP
 
South America
 
Other
 
Inter-segment
 
Total
SmartSide® Strand siding
$
358.6

 
$
—

 
$
—

 
$
13.7

 
$
—

 
$
—

 
$
372.3

SmartSide® Fiber siding
53.8

 
—

 
—

 
—

 
—

 
—

 
53.8

CanExel® siding
26.4

 
—

 
—

 
—

 
—

 
—

 
26.4

OSB - commodity
21.1

 
412.5

 
8.0

 
—

 
—

 
—

 
441.6

OSB - value-add
21.6

 
284.0

 
7.9

 
72.1

 
—

 
—

 
385.6

LVL
—

 
—

 
77.0

 
—

 
—

 
—

 
77.0

LSL
—

 
—

 
30.7

 
—

 
—

 
—

 
30.7

I-joist
—

 
—

 
63.6

 
—

 
—

 
—

 
63.6

Plywood
—

 
—

 
15.6

 
—

 
—

 
—

 
15.6

Other
7.1

 
4.2

 
7.0

 
1.9

 
15.3

 
—

 
35.5

 
$
488.6

 
$
700.7

 
$
209.8

 
$
87.7

 
$
15.3

 
$
—

 
$
1,502.1

By Product type:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commodity
$
21.1

 
$
412.5

 
$
23.6

 
$
—

 
$
—

 
$
—

 
$
457.2

Value-add
460.4

 
284.0

 
179.2

 
85.8

 
—

 
—

 
1,009.4

Other
7.1

 
4.2

 
7.0

 
1.9

 
15.3

 
—

 
35.5

 
$
488.6

 
$
700.7

 
$
209.8

 
$
87.7

 
$
15.3

 
$
—

 
$
1,502.1

The following tables disaggregate our revenue by product line and product type by segment for the quarter and six months ended June 30, 2017:
Quarter Ended June 30, 2017
By Product family:
Siding
 
OSB
 
EWP
 
South America
 
Other
 
Inter-segment
 
Total
SmartSide® Strand siding
$
164.3

 
$
—

 
$
—

 
$
4.6

 
$
—

 
$
(1.8
)
 
$
167.1

SmartSide®  Fiber siding
29.3

 
—

 
—

 
—

 
—

 
—

 
29.3

CanExel® siding
14.2

 
—

 
—

 
—

 
—

 
—

 
14.2

OSB - commodity
21.0

 
190.7

 
4.0

 
—

 
—

 
—

 
215.7

OSB - value-add
—

 
132.1

 
3.6

 
33.2

 
—

 
—

 
168.9

LVL
—

 
—

 
37.2

 
—

 
—

 
—

 
37.2

LSL
—

 
—

 
12.0

 
—

 
—

 
—

 
12.0

I-joist
—

 
—

 
30.4

 
—

 
—

 
—

 
30.4

Plywood
—

 
—

 
5.8

 
—

 
—

 
—

 
5.8

Other
2.2

 
2.2

 
1.2

 
0.9

 
7.1

 
(0.1
)
 
13.5

 
$
231.0

 
$
325.0

 
$
94.2

 
$
38.7

 
$
7.1

 
$
(1.9
)
 
$
694.1

By Product type:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commodity
$
21.0

 
$
190.7

 
$
9.8

 
$
—

 
$
—

 
$
—

 
$
221.5

Value-add
207.8

 
132.1

 
83.2

 
37.8

 
—

 
(1.8
)
 
459.1

Other
2.2

 
2.2

 
1.2

 
0.9

 
7.1

 
(0.1
)
 
13.5

 
$
231.0

 
$
325.0

 
$
94.2

 
$
38.7

 
$
7.1

 
$
(1.9
)
 
$
694.1


12


Six Months Ended June 30, 2017
By Product family:
Siding
 
OSB
 
EWP
 
South America
 
Other
 
Inter-segment
 
Total
SmartSide® Strand siding
$
320.4

 
$
—

 
$
—

 
$
10.8

 
$
—

 
$
(1.8
)
 
$
329.4

SmartSide®  Fiber siding
58.0

 
—

 
—

 
—

 
—

 
—

 
58.0

CanExel® siding
28.5

 
—

 
—

 
—

 
—

 
—

 
28.5

OSB - commodity
33.4

 
342.0

 
5.1

 
—

 
—

 
—

 
380.5

OSB - value-add
—

 
245.2

 
6.5

 
63.8

 
—

 
—

 
315.5

LVL
—

 
—

 
70.2

 
—

 
—

 
—

 
70.2

LSL
—

 
—

 
22.6

 
—

 
—

 
—

 
22.6

I-joist
—

 
—

 
56.1

 
—

 
—

 
—

 
56.1

Plywood
—

 
—

 
10.6

 
—

 
—

 
—

 
10.6

Other
4.7

 
6.2

 
5.2

 
1.9

 
15.8

 
(0.2
)
 
33.6

 
$
445.0

 
$
593.4

 
$
176.3

 
$
76.5

 
$
15.8

 
$
(2.0
)
 
$
1,305.0

By Product type:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commodity
$
33.4

 
$
342.0

 
$
15.7

 
$
—

 
$
—

 
$
—

 
$
391.1

Value-add
406.9

 
245.2

 
155.4

 
74.6

 
—

 
(1.8
)
 
880.3

Other
4.7

 
6.2

 
5.2

 
1.9

 
15.8

 
(0.2
)
 
33.6

 
$
445.0

 
$
593.4

 
$
176.3

 
$
76.5

 
$
15.8

 
$
(2.0
)
 
$
1,305.0


NOTE 4 - STOCK-BASED COMPENSATION
We have a Management Incentive Plan (MIP) that is administered by the Compensation Committee of the Board of Directors. The Compensation Committee authorizes the grants of restricted stock (shares or units), performance share awards payable in stock based upon the attainment of specified performance goals and stock settled stock appreciation rights (SSARs). As of June 30, 2018, 2.6 million shares were available for grant under the 2013 Omnibus Plan.
 
Quarter Ended June 30,
 
Six Months Ended June 30,
Dollar amounts in millions
2018
 
2017
 
2018
 
2017
Total stock-based compensation expense (cost of sales, selling, general and administrative and other operating credits and charges, net)
$
2.6

 
$
1.9

 
$
4.8

 
$
6.0

Income tax provision related to stock-based compensation
$
(0.6
)
 
$
0.3

 
$
(2.8
)
 
$
0.3

Impact on cash flow due to taxes paid related to net share settlement of equity awards
$
2.1

 
$
0.1

 
$
7.8

 
$
4.8


At June 30, 2018, $17.2 million of compensation cost related to unvested performance shares, restricted stock and SSARs attributable to future service had not yet been recognized.
During the first six months of 2018, we granted 159,054 performance units at an average grant date fair value of $29.31 per share and 308,190 restricted stock units at an average grant date fair value of $26.93 per share.

13


NOTE 5 – FAIR VALUE MEASUREMENTS
We estimated our Senior Notes due in 2024 to have a fair value of $345.6 million at June 30, 2018 and $363.9 million at December 31, 2017 based upon market quotations.
Carrying amounts reported on the balance sheet for cash and cash equivalents, accounts receivables, accounts payable and current portion of long-term debt approximate fair value due to the short-term maturity of these items.
NOTE 6 – EARNINGS PER SHARE
Basic earnings per share are based upon the weighted-average number of shares of common stock outstanding. Diluted earnings per share are 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. Our potentially dilutive securities consist of restricted stock, restricted stock units, performance share awards and SSARs.
Share amounts in millions
Quarter Ended June 30,
 
Six Months Ended June 30,
2018
 
2017
 
2018
 
2017
Denominator for basic earnings per share:
 
 
 
 
 
 
 
Weighted average common shares outstanding - basic
144.6

 
144.5

 
144.7

 
144.3

Effect of dilutive securities:
 
 
 
 
 
 
 
Dilutive effect of employee stock plans
1.6

 
1.7

 
1.7

 
1.7

Denominator for diluted earnings per share:
 
 
 
 
 
 
 
Weighted average shares outstanding - diluted
146.2

 
146.2

 
146.4

 
146.0

For the quarter and six months ended June 30, 2018, there were no SSARs that were considered not in-the-money for purposes of our earnings per share calculation.
For the quarter and six months ended June 30, 2017, SSARs relating to approximately 0.2 million shares of our common stock were considered not in-the-money for purposes of our earnings per share calculation.
NOTE 7 – RECEIVABLES
Receivables consist of the following:
Dollar amounts in millions
June 30, 2018
 
December 31, 2017
Trade receivables
$
148.3

 
$
124.6

Income tax receivable
1.6

 
2.2

Other receivables
13.3

 
16.6

Allowance for doubtful accounts
(0.9
)
 
(0.9
)
Total
$
162.3

 
$
142.5

Other receivables at June 30, 2018 and December 31, 2017 primarily consist of sales tax receivables, a receivable associated with an affiliate, receivables for tax credits and other miscellaneous receivables.

14


NOTE 8 – INVENTORIES
Inventories are valued at the lower of cost or net realizable value. Inventory cost includes materials, labor and operating overhead. The major types of inventories are as follows (work in process is not material):
Dollar amounts in millions
June 30, 2018
 
December 31, 2017
Logs
$
57.1

 
$
60.3

Other raw materials
25.2

 
20.8

Semi-finished inventory
23.4

 
24.3

Finished products
180.7

 
153.7

Total
$
286.4

 
$
259.1

NOTE 9 - INVESTMENTS IN AND ADVANCES TO AFFILIATES

During the second quarter of 2018, we invested $45.0 million in Entekra Holdings, LLC (Entekra), a start-up design, engineering and manufacturing company that provides off-site framing for both residential and commercial construction. This investment is recorded as an equity investment based upon the joint control of Entekra’s operations. We own 81.8% of the A units and 55% of the B units of this operation. Our portion of the earnings and losses of Entekra is included in our Consolidated Statement of Income as income (loss) from unconsolidated affiliate.
At June 30, 2018, we have an investment in a joint venture with Resolute Forest Products to operate jointly owned I-Joist facilities in Quebec. We are the exclusive distributor of the I-joists produced and sold by the joint venture and these operations are considered an integral part of our operations. Our portion of the earnings and losses of these operations are classified as a reduction in cost of sales.
NOTE 10 – INCOME TAXES
Accounting standards state that companies account for income taxes using the asset and liability approach, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. This method also requires the recognition of future tax benefits, such as net operating loss carryforwards and other tax credits. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. Valuation allowances are recorded as necessary to reduce deferred tax assets to the amount thereof that is more likely than not to be realized. The likelihood of realizing deferred tax assets is evaluated by, among other things, estimating future taxable income, considering the future reversal of existing deferred tax liabilities to which the deferred tax assets may be applied and assessing the impact of tax planning strategies.
For interim periods, accounting standards require that income tax expense be determined by applying the estimated annual effective income tax rate to year-to-date results unless this method does not result in a reliable estimate of year-to-date income tax expense.  Each period, the income tax accrual is adjusted to the latest estimate and the difference from the previously accrued year-to-date balance is adjusted to the current quarter. Changes in the profitability estimates in various jurisdictions will impact our quarterly effective income tax rates.
For the first six months of 2018, the primary differences between the U.S. statutory rate of 21% and the 24% effective rate applicable to our income from continuing operations relate to state income tax, discretionary pension payments, foreign tax rates and tax deductions related to stock-based compensation. For the first six months of 2017, the primary differences between the U.S. statutory rate of 35% and the 26% effective rate applicable to our continuing operations relate to foreign tax rates, changes in Canadian valuation allowances, and the deduction for U.S. Domestic production activities.
During the second quarter of 2017, we deposited $32.0 million with U.S. I.R.S. to suspend the running of interest on potential underpayments of disputable income tax amounts for the year 2016.

15


We periodically review the need for valuation allowances against deferred tax assets and recognize these deferred tax assets to the extent that the 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 the valuation allowances provided are appropriate. If in future periods our earnings estimates differ from the estimates used to establish these valuation allowances, or other objective positive or negative evidence arises, we may be required to record an adjustment resulting in an impact on tax expense (benefit) for that period.
At the end of 2017, we recorded a provisional benefit of $18.4 million resulting from the reduction in the carrying value of our US deferred tax liabilities to reflect the change in the US corporate income tax rate from 35% to 21% under the Tax Act. During the second quarter of 2018, we revised our estimate of the amount of deferred taxes related to discretionary pension contributions, and have recorded an additional benefit of $3.1 million related to that change as a discrete item in the quarter.
We continue to evaluate the other provisions of the Tax Act, specifically the Global Intangible Low-taxed Income (GILTI) and Foreign-Derived Intangible Income (FDII) provisions. Due to the complexity and uncertainty involved and our continued evaluation, to date we have not recorded any provisional amounts for these items.
NOTE 11 - OTHER OPERATING CREDITS AND CHARGES

During the second quarter of 2018, we recorded a gain of $8.3 million related to the settlement of previously-paid environmental costs or the liability for future environmental costs to be paid by a third party associated with a non-operating site. Additionally, we recorded $3.8 million in severance and other charges related to certain reorganizations within the corporate offices, including the costs associated with the retirement of our previous chief financial officer.

During the first quarter of 2018, we recorded a gain of $0.4 million related to a previously-settled claim associated with our hardboard siding.

During the second quarter of 2017, we recorded an expense of $2.0 million related to an increase in product-related warranty reserves associated with CanExel products sold in specific geographic locations and for a specific time period.

During the first quarter of 2017, we recorded an expense of $3.4 million related to an increase in product-related warranty reserves associated with CanExel products sold in specific geographic locations and for a specific time period.

NOTE 12 – LEGAL AND ENVIRONMENTAL MATTERS
Certain environmental matters and legal proceedings are discussed below.
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 in light of 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 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. However, no estimate of the range of any such change can be made at this time.

16


The activity in our reserve for estimated environmental loss contingency reserves for the quarter and six months ended June 30, 2018 and 2017 is summarized in the following table.
 
  
Quarter Ended June 30,
 
Six Months Ended June 30,
Dollar amounts in millions
2018
 
2017
 
2018
 
2017
Beginning balance
$
12.8

 
$
15.8

 
$
15.0

 
$
15.9

Adjusted to expense
—

 
0.1

 
(0.8
)
 
0.1

Payments made
(0.3
)
 
(0.2
)
 
(1.7
)
 
(0.3
)
Ending balance
$
12.5

 
$
15.7

 
$
12.5

 
$
15.7


Recorded in Other assets is $2.6 million related to a receivable for reimbursements of environmental costs associated with a non-operating site.
Other Proceedings
We and our subsidiaries are parties to other legal proceedings. Based on the information currently available, management believes the resolution of such proceedings will not have a material adverse effect on our financial position, results of operations, cash flows or liquidity.

NOTE 13 – SELECTED SEGMENT DATA
We operate in four segments: Siding, OSB, EWP and South America. Our business units have been aggregated into these four 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. Segment information was prepared in accordance with the same accounting principles as those described in Note 1 of the Notes to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017.

17


 
Quarter Ended June 30,
 
Six Months Ended June 30,
Dollar amounts in millions
2018
 
2017
 
2018
 
2017
Net sales
 
 
 
 
 
 
 
Siding
$
261.6

 
$
231.0

 
$
488.6

 
$
445.0

OSB
387.4

 
325.0

 
700.7

 
593.4

EWP
109.1

 
94.2

 
209.8

 
176.3

South America
45.3

 
38.7

 
87.7

 
76.5

Other
7.4

 
7.1

 
15.3

 
15.8

Intersegment sales
—

 
(1.9
)
 
—

 
(2.0
)
 
$
810.8

 
$
694.1

 
$
1,502.1

 
$
1,305.0

Operating profit (loss):
 
 
 
 
 
 
 
Siding
$
62.7

 
$
49.0

 
$
108.0

 
$
89.7

OSB
157.4

 
103.0

 
254.8

 
163.8

EWP
8.6

 
5.3

 
11.4

 
6.1

South America
9.6

 
5.5

 
18.5

 
10.6

Other
(0.8
)
 
(0.9
)
 
(1.7
)
 
(1.1
)
Other operating credits and charges, net
4.5

 
(2.0
)
 
4.9

 
(5.4
)
Gain on sale or impairment of long-lived assets, net
—

 
3.1

 
0.6

 
2.5

General corporate and other expenses, net
(27.6
)
 
(26.8
)
 
(54.9
)
 
(54.6
)
Interest expense, net of capitalized interest
(4.4
)
 
(4.9
)
 
(8.8
)
 
(9.9
)
Investment income
4.8

 
2.3

 
8.0

 
4.3

Other non-operating items
(0.7
)
 
(3.1
)
 
(2.1
)
 
(5.0
)
Income from continuing operations before taxes
214.1

 
130.5

 
338.7

 
201.0

Provision for income taxes
51.2

 
36.0

 
80.9

 
51.5

Income from continuing operations
$
162.9

 
$
94.5

 
$
257.8

 
$
149.5

NOTE 14 – POTENTIAL IMPAIRMENTS
We continue to review certain operations and investments for potential impairments. We currently believe we have adequate support for the carrying value of each of these operations and investments based upon the anticipated cash flows that result from estimates of future demand, pricing and production costs assuming certain levels of planned capital expenditures.
We also review from time to time possible dispositions of various assets in light of current and anticipated economic and industry conditions, its strategic plan and other relevant circumstances. 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.

18


NOTE 15 – PRODUCT WARRANTY
We provide warranties on the sale of most of our products and records 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 for the quarter and six months ended June 30, 2018 and 2017 are summarized in the following table:
 
Quarter Ended June 30,
 
Six Months Ended June 30,
Dollar amounts in millions
2018
 
2017
 
2018
 
2017
Beginning balance
$
24.2

 
$
24.5

 
$
24.7

 
$
24.1

Accrued to expense
0.4

 
0.2

 
0.6

 
0.4

Accrued to other operating credits and charges
—

 
2.0

 
—

 
5.4

Foreign currency translation
(0.8
)
 
1.2

 
(0.4
)
 
1.4

Payments made
(1.0
)
 
(2.6
)
 
(2.1
)
 
(6.0
)
Total warranty reserves
22.8

 
25.3

 
22.8

 
25.3

Current portion of warranty reserves
(4.0
)
 
(9.0
)
 
(4.0
)
 
(9.0
)
Long-term portion of warranty reserves
$
18.8

 
$
16.3

 
$
18.8

 
$
16.3

We continue to monitor warranty and other claims associated with these products and believe as of June 30, 2018 that the reserves associated with these matters are adequate. However, it is possible that additional changes may be required in the future.
The current portion of the warranty reserve is included in the caption “Accounts payable and accrued liabilities” and the long-term portion is included in the caption “Other long-term liabilities” on our Consolidated Balance Sheets.

NOTE 16 - OTHER COMPREHENSIVE INCOME

Other comprehensive income activity, net of tax, is provided in the following table for the quarter and six months ended June 30, 2018:
 
 
 
 
Pension Adjustments
 
 
 
 
 
 
Dollar amounts in millions
 
Foreign currency translation adjustments
 
Actuarial losses
 
Prior service costs
 
Unrealized gain (loss) on investments
 
Other
 
Total
Balance at March 31, 2018
 
$
(37.4
)
 
$
(95.6
)
 
$
(4.8
)
 
$
4.4

 
$
(1.5
)
 
$
(134.9
)
Other comprehensive income (loss) before reclassifications
 
(13.8
)
 
0.1

 
—

 
(0.1
)
 
—

 
(13.8
)
Income taxes
 
—

 
—

 
—

 
—

 
—

 
—

Net other comprehensive income (loss) before reclassifications
 
(13.8
)
 
0.1

 
—

 
(0.1
)
 
—

 
(13.8
)
Amounts reclassified from accumulated comprehensive income (loss)
 
—

 
1.6

 
0.1

 
—

 
0.1

 
1.8

Income taxes
 
—

 
(0.4
)
 
—

 
—

 
—

 
(0.4
)
Net amounts reclassified from cumulative other comprehensive income (loss)
 
—

 
1.2

 
0.1

 
—

 
0.1

 
1.4

Total other comprehensive income (loss)
 
(13.8
)
 
1.3

 
0.1

 
(0.1
)
 
0.1

 
(12.4
)
Balance at June 30, 2018
 
$
(51.2
)
 
$
(94.3
)
 
$
(4.7
)
 
$
4.3

 
$
(1.4
)
 
$
(147.3
)


19


 
 
 
 
Pension Adjustments
 
 
 
 
 
 
Dollar amounts in millions
 
Foreign currency translation adjustments
 
Actuarial losses
 
Prior service costs
 
Unrealized gain (loss) on investments
 
Other
 
Total
Balance at December 31, 2017
 
$
(39.7
)
 
$
(79.5
)
 
$
(4.9
)
 
$
3.5

 
$
(1.5
)
 
$
(122.1
)
Effect of adoption of ASU 2018-02
 
—

 
(17.4
)
 
—

 
0.7

 
—

 
(16.7
)
Other comprehensive income (loss) before reclassifications
 
(11.5
)
—

0.3

—

—

—

0.1

—

—

 
(11.1
)
Income taxes
 
—

—

—

—

—

—

—

—

—

 
—

Net other comprehensive income (loss) before reclassifications
 
(11.5
)
 
0.3

 
—

 
0.1

 
—

 
(11.1
)
Amounts reclassified from accumulated comprehensive income (loss)
 
—

 
3.1

 
0.2

 
—

 
0.1

 
3.4

Income taxes
 
—

 
(0.8
)
 
—

 
—

 
—

 
(0.8
)
Net amounts reclassified from cumulative other comprehensive income (loss)
 
—

 
2.3

 
0.2

 
—

 
0.1

 
2.6

Total other comprehensive income (loss)
 
(11.5
)
 
2.6

 
0.2

 
0.1

 
0.1

 
(8.5
)
Balance at June 30, 2018
 
$
(51.2
)
 
$
(94.3
)
 
$
(4.7
)
 
$
4.3

 
$
(1.4
)
 
$
(147.3
)


Other comprehensive income activity, net of tax, is provided in the following table for the quarter and six months ended June 30, 2017:
 
 
 
 
Pension Adjustments
 
 
 
 
 
 
Dollar amounts in millions
 
Foreign currency translation adjustments
 
Actuarial losses
 
Prior service costs
 
Unrealized gain (loss) on investments
 
Other
 
Total
Balance at March 31, 2017
 
$
(43.5
)
 
$
(87.0
)
 
$
(5.0
)
 
$
3.0

 
$
(0.7
)
 
$
(133.2
)
Other comprehensive income (loss) before reclassifications
 
(8.5
)
 
(0.2
)
 
—

 
0.2

 
—

 
(8.5
)
Income taxes
 
—

 
—

 
—

 
(0.1
)
 
—

 
(0.1
)
Net other comprehensive income (loss) before reclassifications
 
(8.5
)
 
(0.2
)
 
—

 
0.1

 
—

 
(8.6
)
Amounts reclassified from accumulated other comprehensive income (loss)
 
—

 
1.4

 
0.3

 
—

 
—

 
1.7

Income taxes
 
—

 
(0.6
)
 
(0.1
)
 
—

 
—

 
(0.7
)
Net amounts reclassified from cumulative other comprehensive income (loss)
 
—

 
0.8

 
0.2

 
—

 
—

 
1.0

Total other comprehensive income (loss)
 
(8.5
)
 
0.6

 
0.2

 
0.1

 
—

 
(7.6
)
Balance at June 30, 2017
 
$
(52.0
)
 
$
(86.4
)
 
$
(4.8
)
 
$
3.1

 
$
(0.7
)
 
$
(140.8
)


20


 
 
 
 
Pension Adjustments
 
 
 
 
 
 
Dollar amounts in millions
 
Foreign currency translation adjustments
 
Actuarial losses
 
Prior service costs
 
Unrealized gain (loss) on investments
 
Other
 
Total
Balance at December 31, 2016
 
$
(46.3
)
 
$
(87.7
)
 
$
(5.2
)
 
$
2.7

 
$
(0.7
)
 
$
(137.2
)
Other comprehensive income (loss) before reclassifications
 
(5.7
)
 
(0.4
)
 
—

 
0.7

 
—

 
(5.4
)
Income taxes
 
—

 
—

 
—

 
(0.3
)
 
—

 
(0.3
)
Net other comprehensive income (loss) before reclassifications
 
(5.7
)
 
(0.4
)
 
—

 
0.4

 
—

 
(5.7
)
Amounts reclassified from accumulated other comprehensive income (loss)
 
—

 
2.8

 
0.6

 
—

 
—

 
3.4

Income taxes
 
—

 
(1.1
)
 
(0.2
)
 
—

 
—

 
(1.3
)
Net amounts reclassified from cumulative other comprehensive income (loss)
 
—

 
1.7

 
0.4

 
—

 
—

 
2.1

Total other comprehensive income (loss)
 
(5.7
)
 
1.3

 
0.4

 
0.4

 
—

 
(3.6
)
Balance at June 30, 2017
 
$
(52.0
)
 
$
(86.4
)
 
$
(4.8
)
 
$
3.1

 
$
(0.7
)
 
$
(140.8
)
The amounts reclassified from accumulated other comprehensive income (loss) are included in the computation of net periodic pension cost; see Note 17 for additional details. The net periodic pension cost is included in the captions "Cost of sales", "Selling, general and administrative expenses" and "Other non-operating items" in the Consolidated Statements of Income.

During the first six months of 2018, the strengthening of the U.S. dollar as compared to the functional currencies of our South American operations resulted in LP recording a loss on foreign currency adjustment in other comprehensive income of $11.5 million. During the first six months of 2018, the Brazilian real weakened 17% and the Chilean peso weakened 6% as compared to the U.S. dollar.

NOTE 17 – DEFINED BENEFIT PENSION PLANS
The following table sets forth the net periodic pension cost for our defined benefit pension and postretirement plans during the quarter and six months ended June 30, 2018 and 2017. In accordance with ASU 2017-07, "Retirement Benefits - Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost" (an amendment to ASC 715), all non-service related costs associated with our pension and post retirement plans are recorded outside of operating income. The net periodic pension cost included the following components:

21


 
Quarter Ended June 30,
 
Six Months Ended June 30,
Dollar amounts in millions
2018
 
2017
 
2018
 
2017
Service cost
$
1.1

 
$
1.4

 
$
2.2

 
$
2.7

Other components of net periodic pension cost:
 
 
 
 
 
 
 
Interest cost
2.9

 
3.3

 
5.8

 
6.5

Expected return on plan assets
(3.3
)
 
(3.3
)
 
(6.7
)
 
(6.5
)
Amortization of prior service cost 1
0.1

 
0.2

 
0.2

 
0.4

Amortization of net loss 1
1.5

 
1.4

 
3.1

 
2.8

Net periodic pension cost
$
2.3

 
$
3.0

 
$
4.6

 
$
5.9

 
 
 
 
 
 
 
 
Net periodic pension cost included in cost of sales
$
0.6

 
$
0.9

 
$
1.3

 
$
1.7

Net periodic pension cost included in selling, general, and administrative expenses
0.5

 
0.5

 
0.9

 
1.0

Net periodic pension cost included in other non-operating items
1.2

 
1.6

 
2.4

 
3.2

 
$
2.3

 
$
3.0

 
$
4.6

 
$
5.9

1The amortization of prior service costs and net loss are included in the amounts reclassified from accumulated other comprehensive income (loss). See Note 16 for additional details.
During the six months ended June 30, 2018, we made $5.0 million in pension contributions to our defined benefit pension plans. We expect to contribute about $40.0 million to our defined benefit pension plans in the remaining months of 2018.

NOTE 18 - DISCONTINUED OPERATIONS

LP has adopted and implemented plans to sell selected businesses and assets in order to improve its operating results. For all periods presented, these operations include residual losses of mills divested in past years and associated warranty and other liabilities associated with these operations.

Included in the operating losses of discontinued operations is an increase in reserves associated with our discontinued composite decking products of $5.0 million for the six months ended June 30, 2018.


NOTE 19 - SUBSEQUENT EVENT

On July 2, 2018, we repaid $22.0 million of the limited recourse senior notes at maturity. These notes were secured by $22.2 million in notes receivable from assets sales which matured and were received on June 30, 2018.

22



Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
GENERAL
LP is a leading building products solutions company that manufactures sustainable, quality engineered wood building materials including siding, oriented strand board and engineered wood products. Our products are used primarily in new home construction, repair and remodeling, and outdoor structures. We also market and sell our products in light industrial and commercial construction and we have a modest export business. Our manufacturing facilities are primarily located in the U.S. and Canada, but we also operate two facilities in Chile and one facility in Brazil.
To serve these markets, we operate in four segments: Siding; North America Oriented Strand Board (OSB); Engineered Wood Products (EWP); and South America.
Demand for our products correlates to a significant degree to the level of new home construction activity in North America, which historically has been characterized by significant cyclicality. The U.S. Department of Census reported that U.S. single and multi-family housing starts were 8% higher than for the second quarter and 8% higher for the first six months of 2018 as compared to the same periods of 2017 .
OSB is sold as a commodity for which sales prices fluctuate daily based on market factors over which we have little or no control. We cannot predict whether the prices of our OSB products will remain at current levels or increase or decrease in the future. OSB prices (NC 7/16"), as reported by Random Lengths, were 30% higher for the second quarter and 28% higher for the first six months of 2018 compared to the same periods in 2017.
For additional factors affecting our results, refer to the Management Discussion and Analysis of Financial Condition and Results of Operations overview contained in our Annual Report on Form 10-K for the year ended December 31, 2017 and to “About Forward-Looking Statements” and “Risk Factors” in this report.

EXECUTIVE SUMMARY

We recorded a 17% increase in sales to $810.8 million for the quarter ended June 30, 2018 from $694.1 million reported for the quarter ended June 30, 2017. We recorded income from continuing operations of $162.9 million for the quarter ended June 30, 2018 compared to $94.5 million for the quarter ended June 30, 2017. We recorded net income of $162.7 million ($1.11 per diluted share) for the quarter ended June 30, 2018 compared to $94.5 million ($0.65 per diluted share) for the quarter ended June 30, 2017. We reported an increase of $75.4 million in Adjusted EBITDA from continuing operations for the second quarter of 2018 as compared to the second quarter of 2017. Improvements in OSB pricing in all North American operations had a positive impact on our operating results of $84.8 million for the quarter ended June 30, 2018 as compared to the quarter ended June 30, 2017.

We recorded a 15% increase in sales to $1.5 billion for the six months ended June 30, 2018 from $1.3 billion reported for the six months ended June 30, 2017. We recorded income from continuing operations of $257.8 million for the six months ended June 30, 2018 compared to $149.5 million for the six months ended June 30, 2017. We recorded net income of $253.6 million ($1.73 per diluted share) for the six months ended June 30, 2018 compared to $149.5 million ($1.02 per diluted share) for the six months ended June 30, 2017. We reported an increase of $120.7 million in Adjusted EBITDA from continuing operations for the six months ended of 2018 as compared to the first six months of 2017. Improvements in OSB pricing in all North American operations had a positive impact on our operating results of $134.2 million for the six months ended June 30, 2018 as compared to the six months ended June 30, 2017.


These changes are discussed further in "Our Operating Results" below.



23



CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES

Presented in Note 1 of the Notes to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017 is a discussion of our significant accounting policies and significant accounting estimates and judgments. Throughout the preparation of the financial statements, we employ significant judgments in the application of accounting principles and methods. These judgments are primarily related to the assumptions used to arrive at various estimates. For 2018, these significant accounting estimates and judgments include:

Long-lived Assets

Long-lived assets (including amortizable identifiable intangible assets) or asset group held for use is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. When such events occur, we compare the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group to the carrying amount of a long-lived asset or asset group. The cash flows are based on our best estimate of future cash flows derived from the most recent business projections. If this comparison indicates that there is an impairment, the amount of the impairment is calculated based on fair value. Fair value is estimated primarily using discounted expected future cash flows on a market-participant basis.

Defined Benefit Plans

We have a number of pension plans in the U.S. and Canada, covering many of the Company’s employees. Benefit accruals under our defined benefit pension plan in the U.S. were frozen as of January 1, 2010.

We account for the consequences of our sponsorship of these plans based upon assumptions that are used to calculate the related assets, liabilities and expenses recorded in our financial statements. Net actuarial gains and losses occur when actual experience differs from any of the assumptions used to value defined benefit plans or when assumptions change as they may each year. The primary factors contributing to actuarial gains and losses are changes in the discount rate used to value obligations as of the measurement date and the differences between expected and actual returns on pension plan assets. This accounting method results in the potential for volatile and difficult to forecast gains and losses.

We record amounts relating to these defined benefit plans based on various actuarial assumptions, including discount rates, assumed rates of return, compensation increases and life expectancy. We review our actuarial assumptions on an annual basis and make modifications to the assumptions based on current economic conditions and trends. We believe that the assumptions utilized in recording our obligations under our plans are reasonable based on our experience and on advice from our independent actuaries; however, differences in actual experience or changes in the assumptions may materially affect our financial condition or results of operations.

Income Taxes

We establish deferred tax liabilities or assets for temporary differences between financial and tax reporting bases and subsequently adjust them to reflect changes in tax rates expected to be in effect when the temporary differences reverse. We record a valuation allowance reducing deferred tax assets when it is more likely than not that such assets will not be realized.

We record liabilities for uncertain income tax positions based on a two-step process. The first step is recognition, where we evaluate whether an individual tax position has a likelihood of greater than 50% of being sustained upon examination based on the technical merits of the position, including resolution of any related appeals or litigation processes. For tax positions that are currently estimated to have a less than 50% likelihood of being sustained, no tax benefit is recorded. For tax positions that have met the recognition threshold in the first step, we perform the second step of measuring the benefit (expense) to be recorded. The actual benefits (expense) ultimately realized may differ from our estimates. In future periods, changes in facts, circumstances, and new information may require us to

24


change the recognition and measurement estimates with regard to individual tax positions. Changes in recognition and measurement estimates are recorded in the consolidated statement of income and consolidated balance sheet in the period in which such changes occur. As of June 30, 2018 and December 31, 2017, we had liabilities for unrecognized tax benefits (including interest) pertaining to uncertain tax positions totaling $41.7 million and $42.3 million.

Customer Program Costs

Customer programs and incentives are a common practice in our businesses. Our businesses incur customer program costs to obtain favorable product placement, to promote sales of products and to maintain competitive pricing. Customer program costs and incentives, including rebates and promotion and volume allowances, are accounted for in either sales or the category selling and administrative expenses at the time the program is initiated and/or the revenue is recognized. The costs are predominantly recognized in sales and include, but are not limited to, volume allowances and rebates, promotional allowances, and cooperative advertising programs. These costs are recorded at the later of 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 estimates of customer volume achievement and other factors incorporated into customer agreements, such as new products, store sell-through, merchandising support and customer training. Management periodically reviews accruals for these rebates and allowances, and adjusts accruals when circumstances indicate (typically as a result of a change in volume expectations). As of June 30, 2018 and December 31, 2017, we had $23.5 million and $24.2 million accrued as customer rebates.

NON-GAAP FINANCIAL MEASURES
In evaluating our business, we utilize several non-GAAP financial measures. A non-GAAP financial measure is generally defined by the SEC as one that purports to measure historical or future financial performance, financial position or cash flows, but excludes or includes amounts that would not be so excluded or included under applicable GAAP guidance. In this report, we disclose segment earnings (loss) from continuing operations before interest expense, taxes, depreciation and amortization (EBITDA from continuing operations) which is a non-GAAP financial measure. Additionally, we disclose Adjusted segment EBITDA from continuing operations (Adjusted EBITDA from continuing operations) which further adjusts EBITDA from continuing operations to exclude stock-based compensation expense, (gain) loss on sales or impairment of long-lived assets, other operating credits and charges, net, investment income and other non-operating items. We also disclose adjusted income from continuing operations which excludes (gain) loss on sale or impairment of long-lived assets, other operating credits and charges, net and adjusts for a normalized tax rate. Neither EBITDA from continuing operations, Adjusted EBITDA from continuing operations nor adjusted income from continuing operations are a substitute for the GAAP measure of net income or for any other GAAP measures of operating performance.
We have included EBITDA from continuing operations and Adjusted EBITDA from continuing operations in this report because we use them as important supplemental measures of our performance and believe they are frequently used by securities analysts, investors and other interested persons in the evaluation of companies in our industry, some of which present EBITDA when reporting their results. We use EBITDA from continuing operations and Adjusted EBITDA from continuing operations to evaluate our performance as compared to other companies in our industry that have different financing and capital structures and/or tax rates. It should be noted companies calculate EBITDA and Adjusted EBITDA differently and, therefore, our EBITDA and Adjusted EBITDA measures may not be comparable to EBITDA and Adjusted EBITDA reported by other companies. Our EBITDA and Adjusted EBITDA measures have material limitations as performance measures because they exclude interest expense, income tax expense and depreciation and amortization which are necessary to operate our business or which we otherwise incur or experience in connection with the operation of our business.
We believe adjusted income from continuing operations, which excludes (gain) loss on sale or impairment of long-lived assets and other operating credits and charges, net, adjusted for a normalized tax rate is a useful measure for evaluating our ability to generate earnings and that providing this measure will allow investors to more readily compare the earnings for past and future periods. It should be noted that other companies may present similarly-titled measures differently and, therefore, as presented by us may not be comparable to similarly-titled measures

25


reported by other companies. In addition, adjusted income from continuing operations has material limitations as a performance measure because it excludes items that are actually incurred or experienced in connection with the operations of our business.
The following table represents significant items by operating segment and reconciles earnings results to EBITDA from continuing operations and Adjusted EBITDA from continuing operations:
Quarter Ended June 30, 2018 (Dollar amounts in millions)
Siding
 
OSB
 
EWP
 
South America
 
Other
 
Corporate
 
Total
Income from continuing operations
$
62.7

 
$
157.4

 
$
8.6

 
$
9.6

 
$
(0.8
)
 
$
(74.6
)
 
$
162.9

Provision for income taxes
—

 
—

 
—

 
—

 
—

 
51.2

 
51.2

Interest expense, net of capitalized interest
—

 
—

 
—

 
—

 
—

 
4.4

 
4.4

Depreciation and amortization
8.4

 
13.6

 
4.3

 
2.3

 
0.7

 
0.8

 
30.1

EBITDA from continuing operations
71.1

 
171.0

 
12.9

 
11.9

 
(0.1
)
 
(18.2
)
 
248.6

Stock-based compensation expense
0.3

 
0.1

 
0.1

 
—

 
—

 
1.5

 
2.0

Investment income
—

 
—

 
—

 
—

 
—

 
(4.8
)
 
(4.8
)
Other operating credits and charges, net
—

 
—

 
—

 
—

 
—

 
(4.5
)
 
(4.5
)
Other non-operating items
—

 
—

 
—

 
—

 
—

 
0.7

 
0.7

Adjusted EBITDA from continuing operations
$
71.4

 
$
171.1

 
$
13.0

 
$
11.9

 
$
(0.1
)
 
$
(25.3
)
 
$
242.0

Adjusted EBITDA Margin
27
%
 
44
%
 
12
%
 
26
%
 
(1
)%
 
NA

 
30
%
Quarter Ended June 30, 2017
(Dollar amounts in millions)
Siding
 
OSB
 
EWP
 
South America
 
Other
 
Corporate
 
Total
Income from continuing operations
$
49.0

 
$
103.0

 
$
5.3

 
$
5.5

 
$
(0.9
)
 
$
(67.4
)
 
$
94.5

Provision for income taxes
—

 
—

 
—

 
—

 
—

 
36.0

 
36.0

Interest expense, net of capitalized interest
—

 
—

 
—

 
—

 
—

 
4.9

 
4.9

Depreciation and amortization
7.5

 
14.9

 
3.7

 
2.2

 
0.5

 
0.8

 
29.6

EBITDA from continuing operations
56.5

 
117.9

 
9.0

 
7.7

 
(0.4
)
 
(25.7
)
 
165.0

Stock-based compensation expense
0.2

 
0.2

 
0.1

 
—

 
—

 
1.4

 
1.9

Gain on sale or impairment of long-lived assets, net
—

 
—

 
—

 
—

 
—

 
(3.1
)
 
(3.1
)
Investment income
—

 
—

 
—

 
—

 
—

 
(2.3
)
 
(2.3
)
Other operating credits and charges, net
—

 
—

 
—

 
—

 
—

 
2.0

 
2.0

Other non-operating items
—

 
—

 
—

 
—

 
—

 
3.1

 
3.1

Adjusted EBITDA from continuing operations
$
56.7

 
$
118.1

 
$
9.1

 
$
7.7

 
$
(0.4
)
 
$
(24.6
)
 
$
166.6

Adjusted EBITDA Margin
25
%
 
36
%
 
10
%
 
20
%
 
(6
)%
 
NA

 
24
%

26



Six Months Ended June 30, 2018 (Dollar amounts in millions)
Siding
 
OSB
 
EWP
 
South America
 
Other
 
Corporate
 
Total
Income from continuing operations
$
108.0

 
$
254.8

 
$
11.4

 
$
18.5

 
$
(1.7
)
 
$
(133.2
)
 
$
257.8

Provision for income taxes
—

 
—

 
—

 
—

 
—

 
80.9

 
80.9

Interest expense, net of capitalized interest
—

 
—

 
—

 
—

 
—

 
8.8

 
8.8

Depreciation and amortization
16.6

 
28.4

 
8.7

 
4.6

 
1.2

 
1.6

 
61.1

EBITDA from continuing operations
124.6

 
283.2

 
20.1

 
23.1

 
(0.5
)
 
(41.9
)
 
408.6

Stock-based compensation expense
0.5

 
0.4

 
0.2

 
—

 
—

 
3.1

 
4.2

Gain on sale or impairment of long-lived assets, net
—

 
—

 
—

 
—

 
—

 
(0.6
)
 
(0.6
)
Investment income
—

 
—

 
—

 
—

 
—

 
(8.0
)
 
(8.0
)
Other operating credits and charges, net
—

 
—

 
—

 
—

 
—

 
(4.9
)
 
(4.9
)
Other non-operating items
—

 
—

 
—

 
—

 
—

 
2.1

 
2.1

Adjusted EBITDA from continuing operations
$
125.1

 
$
283.6

 
$
20.3

 
$
23.1

 
$
(0.5
)
 
$
(50.2
)
 
$
401.4

Adjusted EBITDA Margin
26
%
 
40
%
 
10
%
 
26
%
 
(3
)%
 
NA

 
27
%
Six Months Ended June 30, 2017 (Dollar amounts in millions)
Siding
 
OSB
 
EWP
 
South America
 
Other
 
Corporate
 
Total
Income from continuing operations
$
89.7

 
$
163.8

 
$
6.1

 
$
10.6

 
$
(1.1
)
 
$
(119.6
)
 
$
149.5

Provision for income taxes
—

 
—

 
—

 
—

 
—

 
51.5

 
51.5

Interest expense, net of capitalized interest
—

 
—

 
—

 
—

 
—

 
9.9

 
9.9

Depreciation and amortization
15.6

 
29.6

 
7.6

 
4.4

 
1.4

 
1.6

 
60.2

EBITDA from continuing operations
105.3

 
193.4

 
13.7

 
15.0

 
0.3

 
(56.6
)
 
271.1

Stock-based compensation expense
0.4

 
0.4

 
0.1

 
—

 
—

 
5.1

 
6.0

Gain on sale or impairment of long-lived assets, net
—

 
—

 
—

 
—

 
—

 
(2.5
)
 
(2.5
)
Investment income
—

 
—

 
—

 
—

 
—

 
(4.3
)
 
(4.3
)
Other operating credits and charges, net
—

 
—

 
—

 
—

 
—

 
5.4

 
5.4

Other non-operating items
—

 
—

 
—

 
—

 
—

 
5.0

 
5.0

Adjusted EBITDA from continuing operations
$
105.7

 
$
193.8

 
$
13.8

 
$
15.0

 
$
0.3

 
$
(47.9
)
 
$
280.7

Adjusted EBITDA Margin
24
%
 
33
%
 
8
%
 
20
%
 
2
%
 
NA

 
22
%


27


The following table provides the reconciliation of net income to adjusted income from continuing operations:
 
Quarter Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Net income
$
162.7

 
$
94.5

 
$
253.6

 
$
149.5

Add (deduct):
 
 
 
 
 
 
 
Loss from discontinued operations
0.2

 
—

 
4.2

 
—

Gain on sale or impairment of long-lived assets, net
—

 
(3.1
)
 
(0.6
)
 
(2.5
)
Other operating credits and charges, net
(4.5
)
 
2.0

 
(4.9
)
 
5.4

Reported tax provision
51.2

 
36.0

 
80.9

 
51.5

Normalized tax provision at 25% for 2018 and 35% for 2017
(52.4
)
 
(45.3
)
 
(83.3
)
 
(71.4
)
Adjusted income from continuing operations
$
157.2

 
$
84.1

 
$
249.9

 
$
132.5

Diluted shares outstanding
146.2

 
146.2

 
146.4

 
146.0

Adjusted income from continuing operations per diluted share
$
1.08

 
$
0.58

 
$
1.71

 
$
0.91


OUR OPERATING RESULTS
Our results of operations for each of our segments are discussed below, as are results of operations for the “other” category which comprises other products that are not individually significant. See Note 13 of the Notes to the consolidated financial statements included in item 1 of this report for further information regarding our segments.
SIDING
Our siding segment manufacturers and markets wood-based siding (strand and fiber based) and related accessories and OSB products.
Segment sales, operating income and Adjusted EBITDA from continuing operations for this segment are as follows:
 
Quarter Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
Change
 
2018
 
2017
 
Change
Net sales
$
261.6

 
$
231.0

 
13
%
 
$
488.6

 
$
445.0

 
10
%
Operating income
$
62.7

 
$
49.0

 
28
%
 
$
108.0

 
$
89.7

 
20
%
Adjusted EBITDA from continuing operations
$
71.4

 
$
56.7

 
26
%
 
$
125.1

 
$
105.7

 
18
%
Adjusted EBITDA margin
27
%
 
25
%
 


 
26
%
 
24
%
 


Sales in this segment by product line are as follows:
 
Quarter Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
Change
 
2018
 
2017
 
Change
SmartSide® strand siding
$
193.5

 
$
164.3

 
18
 %
 
358.6

 
$
320.4

 
12
 %
SmartSide® fiber siding
27.9

 
29.3

 
(5
)%
 
53.8

 
58.0

 
(7
)%
CanExel siding
12.5

 
14.2

 
(12
)%
 
26.4

 
28.5

 
(7
)%
OSB - commodity
12.4

 
21.0

 
(41
)%
 
21.1

 
33.4

 
(37
)%
OSB - value add
12.4

 
—

 
100
 %
 
21.6

 
—

 
100
 %
Other
2.9

 
2.2

 
32
 %
 
7.1

 
4.7

 
51
 %
Total
$
261.6

 
$
231.0

 
13
 %
 
$
488.6

 
$
445.0

 
10
 %

28


Percent changes in average sales prices and unit shipments for the quarter and six months ended June 30, 2018 compared to the quarter and six months ended June 30, 2017 are as follows:
 
Quarter Ended June 30,
2018 versus 2017
 
Six Months Ended June 30,
2018 versus 2017
 
Average Net
Selling Price
 
Unit
Shipments
 
Average Net
Selling Price
 
Unit
Shipments
SmartSide® strand siding
4
%
 
15
 %
 
4
%
 
7
 %
SmartSide® fiber siding
11
%
 
(12
)%
 
8
%
 
(14
)%
CanExel siding
7
%
 
(18
)%
 
7
%
 
(14
)%
OSB
38
%
 
(15
)%
 
31
%
 
(3
)%
For the quarter and six months ended June 30, 2018 compared to the corresponding periods in 2017, sales volumes increased in our SmartSide strand product line due to increased market penetration in key markets. Sales prices in our SmartSide strand product line for the quarter and six months ended June 30, 2018 as compared to the corresponding periods in 2017 were higher due to price increases which were implemented in the first quarter of 2018 and the second quarter of 2017.
For the quarter and six months ended June 30, 2018 compared to the corresponding periods in 2017, sales volumes declined in our SmartSide fiber product line due to our decision to raise prices which slowed demand. Sales prices in our SmartSide fiber product line for the quarter and six months ended June 30, 2018 as compared to the corresponding periods in 2017 were higher due to a price increase implemented in the first quarter of 2018.
For CanExel, sales volumes decreased in the second quarter and first six months of 2018 as compared to the corresponding periods in 2017 due to decreased demand in Canada due to customers re-balancing their inventories after a stronger fourth quarter of 2017 and continued weakened demand in Europe. Sales prices were higher for the second quarter and first six months of 2018 as compared to the corresponding periods in 2017 due to changes in our product mix, price increases implemented in 2018 and the fluctuations in the U.S. to Canadian dollar as a majority of these sales are denominated in Canadian dollars.
For our OSB produced in the siding segment for the quarter and six months ended June 30, 2018 compared to the corresponding periods in 2017, sales prices increased, as discussed in the OSB segment below. Sales volumes were lower for the quarter ended June 30, 2018 compared to the corresponding period in 2017 due to logistics challenges. We estimated Adjusted EBITDA from continuing operations associated with OSB produced and sold in the siding segment for the quarter and six months ended June 30, 2018 was $10.4 million and $15.1 million as compared to the comparable periods in 2017 of $4.7 million and $6.4 million.
Overall, the improvement in the siding segment for the second quarter and first six months of 2018 compared to the same periods of 2017 was due to higher pricing and volume on our SmartSide strand products which were partially offset by increases in raw materials, primarily resin, expenses associated with the Dawson Creek conversion project, logistic challenges resulting in higher freight and lower throughput, principally at our Dawson Creek mill and increases in sales and marketing expenses.
OSB
Our OSB segment manufactures and distributes OSB structural panel products in North America and certain export markets.
Segment sales, operating income and Adjusted EBITDA from continuing operations for this segment are as follows:
 
Quarter Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
Change
 
2018
 
2017
 
Change
Net sales
$
387.4

 
$
325.0

 
19
%
 
$
700.7

 
$
593.4

 
18
%
Operating income
$
157.4

 
$
103.0

 
53
%
 
$
254.8

 
$
163.8

 
56
%
Adjusted EBITDA from continuing operations
$
171.1

 
$
118.1

 
45
%
 
$
283.6

 
$
193.8

 
46
%
Adjusted EBITDA Margin
44
%
 
36
%
 

 
40
%
 
33
%
 


29


Sales in this segment by product line are as follows:
 
Quarter Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
Change
 
2018
 
2017
 
Change
OSB - commodity
$
231.4

 
$
190.7

 
21
 %
 
$
412.5

 
$
342.0

 
21
 %
OSB - value add
154.9

 
132.1

 
17
 %
 
284.0

 
245.2

 
16
 %
Other
1.1

 
2.2

 
(50
)%
 
4.2

 
6.2

 
(32
)%
Total
$
387.4

 
$
325.0

 
19
 %
 
$
700.7

 
$
593.4

 
18
 %
Percent changes in average sales prices and unit shipments for the quarter and six months ended June 30, 2018 compared to the quarter and six months ended June 30, 2017 are as follows:
 
Quarter Ended June 30,
2018 versus 2017
 
Six Months Ended June 30,
2018 versus 2017
 
Average Net
Selling Price
 
Unit
Shipments
 
Average Net
Selling Price
 
Unit
Shipments
OSB - commodity
25
%
 
(3
)%
 
22
%
 
(1
)%
OSB - value-add
23
%
 
(4
)%
 
19
%
 
(3
)%
For the quarter and six months ended June 30, 2018, OSB prices increased compared to the corresponding periods in 2017. The increase in OSB prices was likely due to the higher overall demand compared to the supply available in the market. Sales volumes for both the quarter and six months ended June 30, 2018 are lower compared to the corresponding periods in 2017 due to weaker demand in the retail markets. The increase in selling price favorably impacted operating results and Adjusted EBITDA from continuing operations by $76.2 million for the quarter and by $121.4 million for the six months ended June 30, 2018 as compared to the same periods in 2017.
Overall the improvements in our OSB segment results for the quarter and six months ended June 30, 2018 as compared to the same periods in 2017 were due to increased sales prices partially offset by increases in raw material costs (primarily resin) and increases in manufacturing costs due to downtime related to logistics associated with our Western Canadian operations.
EWP
Our EWP segment manufactures and distributes laminated veneer lumber (LVL), I-Joists, laminated strand lumber (LSL) and other related products. This segment also includes the sale of I-Joist and LVL products produced by our joint venture with Resolute Forest Products and LVL sold under a contract manufacturing relationship. A plywood mill associated with our LVL operations in British Columbia and minor amounts of OSB are included in this segment.
Segment sales, operating results and Adjusted EBITDA from continuing operations for this segment are as follows:
 
Quarter Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
Change
 
2018
 
2017
 
Change
Net sales
$
109.1

 
$
94.2

 
16
%
 
$
209.8

 
$
176.3

 
19
%
Operating income
$
8.6

 
$
5.3

 
62
%
 
$
11.4

 
$
6.1

 
87
%
Adjusted EBITDA from continuing operations
$
13.0

 
$
9.1

 
43
%
 
$
20.3

 
$
13.8

 
47
%
Adjusted EBITDA margin
12
%
 
10
%
 


 
10
%
 
8
%
 



30


Sales in this segment by product line are as follows:
 
Quarter Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
Change
 
2018
 
2017
 
Change
LVL
$
40.4

 
$
37.2

 
9
%
 
$
77.0

 
$
70.2

 
10
%
LSL
17.4

 
12.0

 
45
%
 
30.7

 
22.6

 
36
%
I-Joist
31.5

 
30.4

 
4
%
 
63.6

 
56.1

 
13
%
OSB - commodity
5.2

 
4.0

 
30
%
 
8.0

 
5.1

 
57
%
OSB - value add
3.8

 
3.6

 
6
%
 
7.9

 
6.5

 
22
%
Plywood
8.0

 
5.8

 
38
%
 
15.6

 
10.6

 
47
%
Other
2.8

 
1.2

 
133
%
 
7.0

 
5.2

 
35
%
Total
$
109.1

 
$
94.2

 
16
%
 
$
209.8

 
$
176.3

 
19
%
Percent changes in average sales prices and unit shipments for the quarter and six months ended June 30, 2018 compared to the quarter and six months ended June 30, 2017 are as follows:  
 
Quarter Ended June 30,
2018 versus 2017
 
Six Months Ended June 30,
2018 versus 2017
 
Average Net
Selling Price
 
Unit
Shipments
 
Average Net
Selling Price
 
Unit
Shipments
LVL
10
%
 
(1
)%
 
10
%
 
1
%
LSL
8
%
 
34
 %
 
9
%
 
26
%
I-Joist
11
%
 
(7
)%
 
9
%
 
5
%
OSB
23
%
 
(4
)%
 
19
%
 
16
%
Plywood
35
%
 
1
 %
 
29
%
 
14
%
For the quarter ended June 30, 2018 compared to the same period in 2017, sales volumes decreased in LVL and I-joist in response to our price increases and certain regional market weakness. For the quarter and six months ended June 30, 2018 compared to the same periods in 2017, sales volumes increased in LSL due to continued penetration into new applications. Net average selling prices increased due to price increases implemented across all product lines. The increase in selling prices for OSB and plywood favorably impacted operating results and Adjusted EBITDA from continuing operations by $1.7 million for OSB and $2.1 million for plywood for the quarter and by $2.5 million and $3.5 million for the six months ended June 30, 2018 as compared to the same periods in 2017.
For the quarter and six months ended June 30, 2018, compared to the same periods in 2017, results of operations improved due to increase sales price increases and reductions in manufacturing costs due to higher utilization across all EWP mills partially offset by increases in raw material costs, principally, lumber, veneer and OSB.
SOUTH AMERICA
Our South America segment manufactures and distributes OSB structural panel and siding products in South America and selected export markets. This segment has manufacturing operations in two countries, Chile and Brazil and operates sales offices in Chile, Brazil, Peru and Argentina.
Segment sales, operating income and Adjusted EBITDA from continuing operations for this segment are as follows:
 
Quarter Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
Change
 
2018
 
2017
 
Change
Net sales
$
45.3

 
$
38.7

 
17
%
 
$
87.7

 
$
76.5

 
15
%
Operating income
$
9.6

 
$
5.5

 
75
%
 
$
18.5

 
$
10.6

 
75
%
Adjusted EBITDA from continuing operations
$
11.9

 
$
7.7

 
55
%
 
$
23.1

 
$
15.0

 
54
%
Adjusted EBITDA margin
26
%
 
20
%
 


 
26
%
 
20
%
 



31


Sales in this segment by product line are as follows:
 
Quarter Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
Change
 
2018
 
2017
 
Change
OSB - value add
$
37.2

 
$
33.2

 
12
%
 
$
72.1

 
$
63.8

 
13
%
SmartSide strand siding
6.9

 
4.6

 
50
%
 
13.7

 
10.8

 
27
%
Other
1.2

 
0.9

 
33
%
 
1.9

 
1.9

 
—
%
Total
$
45.3

 
$
38.7

 
17
%
 
$
87.7

 
$
76.5

 
15
%
Percent changes in average sales prices and unit shipments for the quarter and six months ended June 30, 2018 compared to the quarter and six months ended June 30, 2017 are as follows:  
 
Quarter Ended June 30,
2018 versus 2017
 
Six Months Ended June 30,
2018 versus 2017
 
Average Net
Selling Price
 
Unit
Shipments
 
Average Net
Selling Price
 
Unit
Shipments
OSB
29
%
 
(6
)%
 
3
%
 
(7
)%
Siding
7
%
 
35
 %
 
6
%
 
16
 %
OSB sales volumes decreased for the quarter and six months ended June 30, 2018 as compared to the corresponding periods in 2017 due to reduced imports from our North America operations. Sales prices for OSB increased for the quarter and six months ended June 30, 2018 as compared to the corresponding periods in 2017 due to price increases implemented in South America. Siding volume increased due to increased market penetration in key markets between periods with sales prices increasing due to a price increase implemented during the first quarter of 2018.
For the quarter and six months ended June 30, 2018, compared to the same periods in 2017, results of operations were higher due to increases in sales prices and a higher mix of siding products partially offset by increases in product costs, primarily resins.
OTHER PRODUCTS
Our other products segment includes our joint venture that provides off-site framing for both residential and commercial construction, remaining timber and timberlands and other minor products, services and closed operations which are not classified as discontinued operations.
Segment sales, operating losses and Adjusted EBITDA from continuing operations for this category are as follows:
 
Quarter Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
Change
 
2018
 
2017
 
Change
Net sales
$
7.4

 
$
7.1

 
4
%
 
$
15.3

 
$
15.8

 
(3
)%
Operating losses
$
(0.8
)
 
$
(0.9
)
 
11
%
 
$
(1.7
)
 
$
(1.1
)
 
(55
)%
Adjusted EBITDA from continuing operations
$
(0.1
)
 
$
(0.4
)
 
75
%
 
$
(0.5
)
 
$
0.3

 
NM


32


GENERAL CORPORATE AND OTHER EXPENSE, NET
General corporate expenses were 3% higher for the the quarter and and about flat for the six months ended June 30, 2018 compared to the same periods in 2017. The increase in costs are associated with corporate initiatives related to supply chain activities partially offset by changes in our incentive compensation plans and lower stock compensation expense. General corporate and other expenses primarily consist of corporate overhead such as wages and benefits, professional fees, insurance and other expenses for corporate functions including certain executive officers, public company costs, information technology, financial services, environmental and safety, legal, supply management, human resources and other corporate functions.
NON-OPERATING INCOME AND EXPENSE
Components of non-operating income and expense are as follows:  
 
Quarter Ended June 30,
 
Six Months Ended June 30,
Dollar amounts in millions
2018
 
2017
 
2018
 
2017
Interest income
$
4.7

 
$
2.1

 
$
8.2

 
$
3.8

SERP market adjustments
0.1

 
0.2

 
(0.2
)
 
0.5

Investment income
4.8

 
2.3

 
8.0

 
4.3

 
 
 
 
 
 
 
 
Interest expense
(5.1
)
 
(5.1
)
 
(10.3
)
 
(10.3
)
Amortization of debt charges
(0.2
)
 
(0.2
)
 
(0.4
)
 
(0.4
)
Capitalized interest
0.9

 
0.4

 
1.8

 
0.8

Interest expense, net of capitalized interest
(4.4
)
 
(4.9
)
 
(8.9
)
 
(9.9
)
 
 
 
 
 
 
 
 
Net periodic pension cost, excluding service cost
(1.2
)
 
(1.6
)
 
(2.3
)
 
(3.2
)
Foreign currency gain (loss)
0.5

 
(1.5
)
 
0.3

 
(1.8
)
Other non-operating items
(0.7
)
 
(3.1
)
 
(2.0
)
 
(5.0
)
 
 
 
 
 
 
 
 
Total non-operating expense
$
(0.3
)
 
$
(5.7
)
 
$
(0.6
)
 
$
(10.6
)

INCOME TAXES
For the first six months of 2018, we recorded an income tax expense on continuing operations of 24% as compared to 26% in the comparable period of 2017. The primary differences between the U.S. statutory rate of 21% and the effective rate applicable to our income from continuing operations for the first six months of 2018 relate to state income tax, foreign tax rates, discretionary pension payments and tax deductions related to stock-based compensation. For the first six months of 2017, the primary differences between the U.S. statutory rate of 35% and the effective rate applied to our continuing operations relate to foreign tax rates, changes in Canadian valuation allowances and the deduction for U.S. domestic production activities.
Each quarter the income tax accrual is adjusted to the latest estimate and the difference from the previously accrued year-to-date balance is recorded in the current quarter.
OTHER COMPREHENSIVE INCOME (LOSS)
During the first six months of 2018, the strengthening of the U.S. dollar as compared to the functional currencies of our South American operations resulted in a loss on foreign currency adjustment in other comprehensive income of $11.5 million as compared to a loss of $5.7 million during the comparable period of 2017. During the first six months of 2018, the Brazilian real and Chilean peso weakened 17% and 6% as compared to the U.S. dollar.



33


LEGAL AND ENVIRONMENTAL MATTERS
For a discussion of legal and environmental matters involving us and the potential impact thereof on our financial position, results of operations and cash flows, see Items 3, 7 and 8 in our Annual Report on Form 10-K for the year ended December 31, 2017 and Note 12 to the Notes to the financial statements contained herein.
LIQUIDITY AND CAPITAL RESOURCES
OVERVIEW
Our principal sources of liquidity are existing cash and investment balances, cash generated by our operations and our ability to borrow under such credit facilities as we may have in effect from time to time. We may also from time to time issue and sell equity, debt or hybrid securities or engage in other capital market transactions.
Our principal uses of liquidity are paying the costs and expenses associated with our operations, servicing outstanding indebtedness, paying dividends and making capital expenditures. We may also from time to time prepay or repurchase outstanding indebtedness, repurchase common stock or acquire assets or businesses that are complementary to our operations. Any such repurchases may be commenced, suspended, discontinued or resumed, and the method or methods of effecting any such repurchases may be changed, at any time or from time to time without prior notice.
OPERATING ACTIVITIES
During the first six months of 2018, operating activities provided $268.0 million of cash compared to $161.6 million during the first six months of 2017. This change was primarily related to improvements in operating results (higher OSB pricing and SmartSide strand volume) offset by increases in working capital. In the third quarter of 2018, we anticipate making a discretionary contribution to our defined benefit pension plan of approximately $33.2 million to maximize the tax savings allowed under the Tax Cuts and Jobs Act and lower our expenses associated with pension funding regulations going forward.
INVESTING ACTIVITIES
During the first six months of 2018, cash used in investing activities was approximately $109.8 million. Capital expenditures in the first six months of 2018 were $87.6 million. We used $45.0 million to invest in an unconsolidated affiliate (see Note 9 for additional details). Additionally, we received a payment of $22.2 million on notes receivable from asset sales. Included in “Accounts payable” is $17.0 million related to capital expenditures that had not yet been paid as of June 30, 2018.
During the first six months of 2017, cash used in investing activities was approximately $74.3 million. Capital expenditures in the first six months of 2017 were $45.7 million. We used $32.0 million to deposit cash with the U.S. I.R.S to suspend the running of interest on potential underpayments of disputable income tax amounts for the year 2016. Included in “Accounts payable” was $8.9 million related to capital expenditures that had not yet been paid as of June 30, 2017.
Capital expenditures in 2018 are expected to be approximately $200 million to $250 million related to expansions in our siding business, growth and maintenance projects and our South American expansion.
FINANCING ACTIVITIES
During the first six months of 2018, cash used in financing activities was $81.4 million. We used $37.6 million to pay cash dividends, $46.7 million to repurchase stock either though a share repurchase program or in connection with income tax withholding requirements associated with our employee stock-based compensation plans. Additionally, during the first six months of 2018, we received a grant from the Investments in Forest Industry Transformation program in Canada for $3.1 million in connection with our conversion of the Dawson Creek OSB mill.
During the first six months of 2017, cash used in financing activities was $6.5 million. We used $1.3 million to repay outstanding debt in the first six months of 2017 and $4.8 million to repurchase stock from employees in connection with income tax withholding requirements associated with our employee stock-based compensation plans.

34


POTENTIAL IMPAIRMENTS
We continue to review mills and investments for potential impairments. Management currently believes we have adequate support for the carrying value of each of these assets based upon the anticipated cash flows that result from our estimates of future demand, pricing and production costs assuming certain levels of planned capital expenditures. As of June 30, 2018, the fair value of facilities that have not been indefinitely curtailed was in excess of their carrying value and supports the conclusion that no impairment is necessary for those facilities.
We also review from time to time possible dispositions of various assets in light of 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.

35


Item 3.
Quantitative and Qualitative Disclosures about Market Risk
Our international operations have exposure to foreign currency rate risks, primarily due to fluctuations in the Canadian dollar, Brazilian real and the Chilean peso. Although we have in the past entered into foreign exchange contracts associated with certain of our indebtedness and may continue to enter into foreign exchange contracts associated with major equipment purchases to manage a portion of the foreign currency rate risk, we historically have not entered into material currency rate hedges with respect to our exposure from operations, although we may do so in the future.
Some of our products are sold as commodities and therefore sales prices fluctuate daily based on market factors over which we have little or no control. The most significant commodity product we sell is OSB. Based upon an assumed annual production capacity of 4.9 billion square feet (3/8" basis) or 4.2 billion square feet (7/16" basis), a $1 change in the annual average price per thousand square feet on 7/16" basis would change annual pre-tax profits by approximately $4.2 million.
We historically have not entered into material commodity futures and swaps, although we may do so in the future.

36


Item 4.Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of June 30, 2018, our Chief Executive Officer and Interim Chief Financial Officer have carried out, with the participation of the Company's Disclosure Practices Committee and the Company's management, an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the Act). Based upon this evaluation, the Chief Executive Officer and Interim Chief Financial Officer have concluded that LP’s disclosure controls and procedures are effective to provide reasonable assurance that material information required to be disclosed by us in reports we file under the Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that information required to be disclosed by us in the reports we file or submit under the Act is accumulated and communicated to our management, including our Chief Executive Officer and Interim Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
We had no changes in our internal control over financial reporting during the quarter ended June 30, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



37


LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES
KEY STATISTICS
 
Quarter Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Housing starts1:
 
 
 
 
 
 
 
Single Family
257.9

 
237.3

 
452.7

 
418.7

Multi-Family
94.9

 
89.8

 
188.6

 
175.6

 
352.8


327.1

 
641.3

 
594.3

1 Actual U.S. Housing starts data reported by U.S. Census Bureau
The following tables set forth sales volume for the quarter and six months ended June 30, 2018 and 2017.
 
Quarter Ended June 30, 2018
 
Quarter Ended June 30, 2017
Sales Volume
Siding
OSB
EWP
Total
 
Siding
OSB
EWP
Total
SmartSide® Strand siding (MMSF)
308.6

—

—

308.6

 
269.4

—

—

269.4

SmartSide® fiber siding (MMSF)
57.7

—

—

57.7

 
65.8

—

—

65.8

CanExel® siding (MMSF)
12.1

—

—

12.1

 
14.7

—

—

14.7

OSB - commodity (MMSF)
34.4

662.6

13.9

710.9

 
76.7

684.9

14.9

776.5

OSB - value added (MMSF)
31.1

399.8

11.0

441.9

 
—

415.7

11.0

426.7

LVL (MMCF)
—

—

1.9

1.9

 
—

—

2.0

2.0

LSL (MMCF)
—

—

1.1

1.1

 
—

—

0.8

0.8

I-joist (MMLF)
—

—

21.7

21.7

 
—

—

23.2

23.2

 
 
 
 
 
 
 
 
 
 
 
Six Months Ended June 30, 2018
 
Six Months Ended June 30, 2017
Sales Volume
Siding
OSB
EWP
Total
 
Siding
OSB
EWP
Total
SmartSide® Strand siding (MMSF)
571.4

—

—

571.4

 
534.0

—

—

534.0

SmartSide® fiber siding (MMSF)
113.3

—

—

113.3

 
132.2

—

—

132.2

CanExel® siding (MMSF)
24.9

—

—

24.9

 
28.8

—

—

28.8

OSB - commodity (MMSF)
65.0

1,278.5

25.3

1,368.8

 
126.2

1,287.2

19.5

1,432.9

OSB - value added (MMSF)
57.6

783.2

20.7

861.5

 
—

805.2

20.0

825.2

LVL (MMCF)
—

—

3.8

3.8

 
—

—

3.8

3.8

LSL (MMCF)
—

—

2.0

2.0

 
—

—

1.6

1.6

I-joist (MMLF)
—

—

45.5

45.5

 
—

—

43.2

43.2







38


INDUSTRY PRODUCT TRENDS
The following table sets forth the average wholesale price of OSB in the United States for the periods specified in dollars per 1,000 square feet.
 
 
OSB
Western Canada 7/16"  Basis
OSB
Southwest 7/16"  Basis
OSB
N. Central 7/16"  Basis
Average
 
 
 
2017 1st Qtr. Avg.
$263
$308
$292
2017 2nd Qtr. Avg.
$318
$328
$327
2018 1st Qtr. Avg.
$356
$346
$367
2018 2nd Qtr. Avg.
$408
$435
$423
 
Source:
Random Lengths


39


PART II OTHER INFORMATION
Item 1.
Legal Proceedings.
The description of certain legal and environmental matters involving LP set forth in Part I of this report under “Note 12 – Legal and Environmental Matters” to the Notes to the financial statements contained herein is incorporated herein by reference.
Item 1A.
Risk Factors.

There have been no material changes with respect to the risk factors disclosed in our 2017 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The following amount of our common stock was repurchased during the quarter ended June 30, 2018:
Period
Total Number of Shares Repurchased
 
Average Price Paid Per Share
 
Total Number of Shares Purchased as part of Publicly Announced Purchase Plan or Program
 
Maximum Dollar Value of Shares That May Yet be Purchased under the Plans or Programs
April 1, 2018 - April 30, 2018
—

 
—

 
—

 
$100,000,000
May 1, 2018 - May 31, 2018
613,939

 
$27.99
 
613,939

 
82,815,847

June 1, 2018 - June 30, 2018
769,175

 
$28.19
 
769,175

 
61,132,804

 
1,383,114

 
$28.11
 
1,383,114

 

On November 5, 2014, we announced that our Board of Directors authorized us to repurchase up to $100 million of our common stock. On August 7, 2018, we announced that our Board of Directors has authorized a new stock repurchase program under which we may repurchase up to an additional $150 million of our common stock.
Repurchases may be made through open market, block and privately-negotiated transactions, including Rule 10b5-1 plans, at times and in such amounts as management deems appropriate, subject to market and business conditions, regulatory requirements and other factors. The authorization does not obligate us to repurchase any particular amount of common stock and may be suspended or discontinued at any time without notice.
Additionally, we repurchased 1.1 million shares at an average price of $27.55 through August 2, 2018 under the share repurchase authorization.

Item 3.
Defaults Upon Senior Securities.
None.

40


Item 4.
Mine Safety Disclosures.
Not applicable.

41


Item 5.
Other Information.

None.

42


Item 6.
Exhibits.
10.1
 
 
31.1
 
 
31.2
 
 
32.1
 
 
100.INS
XBRL Instance Document
 
 
100.SCH
XBRL Taxonomy Extension Schema Document
 
 
100.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
100.DEF
XBRL Taxonomy Extension Definition Linkbase Document
 
 
100.LAB
XBRL Taxonomy Extension Label Linkbase Document
 
 
100.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
 
 


43


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
LOUISIANA-PACIFIC CORPORATION
 
 
 
 
Date:
August 7, 2018
BY:
                 /S/ W. BRADLEY SOUTHERN
 
 
 
W. Bradley Southern
 
 
 
Chief Executive Officer
 
 
 
 
Date:
August 7, 2018
BY:
/S/ REBECCA BARCKLEY
 
 
 
Rebecca Barckley
 
 
 
Controller, Financial Reporting
 
 
 
(Principal Accounting Officer)

Exhibit


Exhibit 10.1 Retirement Agreement
In accordance with the mutual promises and consideration set forth below, the sufficiency of which is hereby acknowledged, this agreement is made and entered into by and between Sallie B. Bailey (hereinafter “Bailey”), and Louisiana-Pacific Corporation (hereinafter “LP”) (together, the “Parties”) on this 31st day of May, 2018. Bailey’s agreement to the terms contained herein is contingent upon approval of such terms by the Compensation Committee of the Board of Directors of LP.
1.
Definitions.
As used herein, “Bailey” shall mean Sallie B. Bailey, her spouse, heirs, agents, assigns or other persons or entities acting on her behalf or claiming through her.
As used herein, “LP” shall mean Louisiana-Pacific Corporation, its present and former officers, directors, employees, agents, trustees, parent corporations, divisions, affiliates, subsidiaries, insurers, successors, assigns, and anyone acting on its behalf.
2.
Resignation and Retirement.
Bailey will resign from her position as Executive Vice President & Chief Financial Officer, and from all directorships, officerships, and other positions she holds with LP or any of its subsidiaries or affiliates, effective at the close of business on July 13, 2018 (the “Retirement Date”).
Bailey acknowledges that she has voluntarily retired from LP and will cease to be an employee of LP, in any capacity, as of the Retirement Date. Bailey will promptly execute any other documents to effectuate such resignations, as reasonably requested by LP, including the resignation letter attached hereto as Exhibit A.
3.
Payment of Amounts Earned and Owing.
Bailey will receive all amounts earned and owing as follows, which shall be paid pursuant to LP’s standard payroll processing cycle, but in no event later than the date required by state law:
a.
Regular salary and benefits through the Retirement Date.
b.
The sum of $32,954 as separation pay. Bailey agrees any payments due to LP for outstanding personal credit card expenses will be withheld from this payment.
c.
Payment for unused Paid Time Off (PTO) hours up to the maximum allowed of 200 hours, as defined in LP’s Salaried PTO Policy.
d.
LP acknowledges that Bailey has accrued benefits and rights under the Louisiana-Pacific Corporation 2004 Executive Deferred Compensation Plan (the “LP Deferred Compensation Plan”). Bailey’s benefits under the LP Deferred Compensation Plan shall be payable in accordance with the terms of the LP Deferred Compensation Plan.
e.
LP and Bailey acknowledge that Bailey’s rights under all other LP employee benefit plans shall be determined in accordance with the terms thereof, except as expressly provided in this agreement.
Bailey agrees and acknowledges that these amounts represent all wages and benefits due upon her retirement from LP.




4.
Additional Compensation.
In further consideration for Bailey signing this agreement, LP agrees to provide Bailey with the following payments provided Bailey continues to comply with the terms and conditions of this agreement:
a.
Additional compensation in an aggregate amount of $1,252,246, to be paid in monthly payments of $69,569.22 for 18 months, in accordance with LP’s normal payroll cycle beginning on the first pay period after the later of the Effective Date (as defined below) or the Retirement Date.
b.
Monthly COBRA reimbursement payments until the earlier of (a) your eligibility for group health benefits through new employment or otherwise, or (b) 18 months after the Retirement Date, which amount shall not exceed $20,575. In addition, if LP provides monthly COBRA reimbursement payments for the maximum 18-month period, LP agrees to pay Bailey an additional $20,000 for the purpose of defraying the cost of health coverage obtained by Bailey after such period. Such payment will be made on January 13, 2020. 
c.
Payment for up to 18 months of outplacement benefits provided by a service provider selected by Bailey, beginning on June 12, 2018, but in no event shall such payments exceed $10,000.
d.
Through the end of 2019, the current level of tax and financial planning services provided by Ayco, and the cost of tax return preparation services by Ayco for the 2018 tax year.
e.
Reimbursement of legal fees incurred by you in connection with the negotiation of this agreement, in an amount not to exceed $10,000.
f.
Vesting of equity grants consisting of 26,048 Restricted Stock shares, 12,069 Restricted Stock shares and 14,964 Restricted Stock Units from 2016, 2017 and 2018 respectively. Bailey acknowledges that these awards would normally be forfeited upon her cessation of employment. LP, pursuant to the Compensation Committee authority, amends the Restricted Stock Form of Awards for 2016 and 2017, and the Restricted Stock Unit Form of Award for 2018, to remove any requirement of continued employment at the Company; such equity grants will be subject to any other vesting or performance criteria required by the relevant grant agreements. In the case of the 14,964 Restricted Stock Units for 2018, the shares in the settlement of such award will be delivered on the date otherwise specified in the award agreement (i.e., generally February 2021). The amendment is effective on the later of the Retirement Date or the Effective Date. However, the amendment is contingent upon Bailey executing, and not timely revoking, this agreement.
g.
LP acknowledges that Bailey has accrued benefits and rights under the Louisiana-Pacific Corporation Supplemental Executive Retirement Plan, amended and restated effective July 1, 2008 (the “LP SERP”). LP agrees to treat Bailey’s separation as a retirement with the approval of the Compensation Committee for purposes of calculating Bailey’s benefit under the LP SERP. Bailey’s benefits under the LP SERP shall be payable in accordance with the terms of the LP SERP.
h.
Bailey acknowledges that but for this agreement she is not entitled to any of the additional payments described in this section.
i.
The foregoing payments and benefits shall be in lieu of and shall discharge any obligations of LP to Bailey for any rights or claims of any type, including, but not limited to, any and all rights that Bailey may have arising out of the Performance Shares Award Agreement, and any other plan, agreement, offer letter, or contract of any type, or any other expectation of remuneration or benefit on the part of Bailey.
5.
Cooperation.
a.
Cooperation Prior To The Retirement Date




Prior to the Retirement Date, Bailey shall remain in the position of Executive Vice President and Chief Financial Officer, with duties to be assigned in the discretion of the Chief Executive Officer. Bailey agrees to perform such duties to the best of her abilities, and to make herself available to carry out such duties.
b.
Cooperation After The Retirement Date
After the Retirement Date, Bailey shall make herself available, as reasonably necessary, for a period not to exceed two (2) years, in person and by telephone to cooperate and provide assistance to LP in connection with business matters of LP that relate to her prior employment with LP. This date may be extended by mutual agreement. LP shall provide notification to Bailey of its request for such services in a communication delivered to Bailey by its Vice President of Human Resources, or his or her designee, that references this cooperation provision of this agreement. For these services, Bailey will be compensated for time pursuant to a rate of $250 per hour with a maximum of $2,500 per day and the reimbursement of expenses in accordance with LP’s expense reimbursement policies.
Further, for a period equivalent to the statute of limitations for any potential dispute, claim or litigation arising on or before the Retirement Date, Bailey agrees that she will cooperate and provide information and assistance to LP in any dispute, proceeding, arbitration, investigation or litigation involving LP of which Bailey has knowledge or involvement as a result of her employment with LP, including providing whatever information she has available to LP, its attorneys, agents or contractors, as well as meeting with LP’s officials, attorneys, agents or contractors, if requested to do so. During any such activity, Bailey will be (i) compensated at the rate described in the preceding paragraph, and (ii) reimbursed for reasonable and customary expenses in accordance with LP’s travel and expense reimbursement policies and procedures. To the extent LP has control over the timing of her assistance, LP agrees not to require Bailey’s participation to the extent it unreasonably interferes with any future employment or personal activity of Bailey.

Bailey agrees that she will not assist or cooperate with any person or entity who is contemplating or maintaining any claim or legal action against LP in connection with any such action, unless compelled by subpoena or otherwise required by law. Notwithstanding the above, nothing herein shall be construed to prevent or restrict Bailey from responding truthfully to inquiries as a part of an official investigation conducted by a court, government or law enforcement agency or in response to a subpoena or as otherwise required by law.
6.
Release.
In exchange for the consideration set forth herein, Bailey, for herself, her agents, attorneys, heirs, administrators, executors, assigns and other representatives, and anyone acting or claiming on her or their joint or several behalf, hereby irrevocably and unconditionally releases, acquits and forever discharges LP from any and all charges, complaints, claims, promises, agreements, controversies, liabilities, obligations, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred), of any nature whatsoever, known, whether based on contract, statute or common law, or unknown which he now has, owns, or holds, or claims to have, own, or hold, or to have had, owned, or held against any of the parties so released. Specifically included herein are any claims against LP under any federal law, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Employee Retirement Income Security Act, the Age Discrimination in Employment Act, the Older Workers Benefit




Protection Act, the Worker Adjustment and Retraining Notification (WARN) Act, as well as any state law related to employment, including, but not limited to, the Tennessee Human Rights Act and the Tennessee Handicap Act (collectively the “Released Claims”).
This agreement does not: (i) release any rights or claims which first arise after the date Bailey signs this agreement or which arise out of or in connection with the interpretation or enforcement of the agreement itself; (ii) preclude Bailey from challenging the validity of this Release, or (iii) release any rights or claims, whether specified above or not, that cannot be waived as a matter of law pursuant to federal, state or local statute. If it is determined that any claim covered by this Agreement cannot be waived as a matter of law, Bailey expressly agrees that the agreement will nevertheless remain valid and fully enforceable as to the remaining Released Claims.
Nothing in this agreement is intended to prohibit or interfere with Bailey’s right to participate in a governmental agency investigation (including but not limited to any activities protected under the whistleblower provisions of any applicable laws or regulations), during which communications can be made without authorization by or notification to LP. Bailey is waiving, however, her right to any monetary recovery or relief (including but not limited to reinstatement to employment) should the EEOC or any other agency or commission pursue any claims on her behalf; provided however, and for the avoidance of doubt, however, nothing herein prevents Bailey from receiving any whistleblower award.
7.
Company Information.
Bailey recognizes and acknowledges that during the course of her employment she has had and will continue to have access to certain information not generally known to the public, relating to the business of LP which may include without limitation, LP’s data, finances, programs, customer or contact lists, sources of supply, prospects or projections, product plans, manufacturing techniques, processes, formulas, research or experimental work, work in process, technology, trade secrets, inventions, patents, engineering specifications, designs, drawings or any other LP business, proprietary, financial or confidential matter (collectively “Company Information”). Bailey recognizes and acknowledges that this Company Information constitutes a valuable, special and unique asset of LP, access to and knowledge of which were essential to the performance of Bailey’s duties.
Bailey acknowledges and agrees that all such Company Information shall remain the exclusive property of LP. Bailey represents and warrants that she has returned to LP all Company Information that she has in her possession or under her control, that she has not made copies of any Company Information, that she has not used or disclosed any Company Information to any person other than for the benefit of LP.
Bailey acknowledges and agrees that, except as directed by LP, Bailey will not at any time use or disclose to any person, any Company Information, or permit any person to use, examine or make copies of any information sources which contain or are derived from Company Information, without the prior written permission of LP.
8.
Return of Property.
Bailey will within two days after the Retirement Date return to LP all Company Property, as described more fully below. “Company Property” includes company-owned equipment, supplies and documents. Such documents may include but are not limited to customer lists, financial statements, cost data, price lists, invoices, forms, passwords, electronic files and media, mailing lists, contracts, reports, manuals,




personnel files, correspondence, business cards, drawings, employee lists or directories, lists of vendors, photographs, maps, surveys, and the like, including copies, notes or compilations made there from, whether such documents are embodied on “hard copies” or contained on computer disk or any other medium. Bailey further agrees that she will not retain any copies or duplicates of any such Company Property. Notwithstanding the foregoing, Bailey may keep the cell phone (including phone number) and iPad tablet currently in her possession after the Retirement Date and will deliver those items to LP on the Retirement Date to be “wiped” of any Confidential Information.
9.
Non-Disparagement.
Bailey and LP will not, directly or indirectly, do or say, or procure any person, firm, or entity to do or say anything which would portray the other in a negative or poor light, except as may be required in legal proceedings, regardless of the truth or falsity of such claims. LP will issue a press release describing Bailey’s retirement from LP that is substantially in the form of the statement attached hereto as Exhibit B.
10.
Non-Solicitation.
Bailey agrees that for 18 months following the Retirement Date, Bailey will not, directly or indirectly (whether on Bailey’s own behalf or on behalf of another person or entity), solicit, hire, recruit, or attempt to solicit, hire, or encourage any current employee of LP to leave or compete against LP or its products or services.
11.
Attorneys’ Fees.
It is hereby agreed among the Parties that should any complaint be filed or claim be made arising out of the breach of any of the provisions of this agreement or for the purpose of enforcing any of its provisions, the prevailing party or parties shall be entitled to her, its or their reasonable attorneys’ fees from all other parties as determined by the trial court.
12.
Choice of Law.
This agreement is made and entered into in the State of Tennessee and shall in all respects be interpreted, enforced and governed under the laws of Tennessee. Bailey and LP agree that the exclusive jurisdiction for the adjudication of any claims or breach of this agreement shall be in the Chancery Court for Davidson County, Tennessee.
13.
Severability.
Should any portion of this agreement be found void by a court, the remaining provisions of this agreement shall continue in full force and effect.
14.
No Admission.
This agreement shall not be construed in any manner as an admission by either party that it, or she has violated any law, policy or procedure or acted wrongfully with respect to the other party or any other person. Each party specifically disclaims any liability to the other arising from Bailey’s employment relationship with LP except as specifically addressed herein.
15.
Provisions of Older Worker Benefit Protection Act/Waiver of Age Discrimination in Employment Act Claims.
This agreement was presented to Bailey for review and consideration on May 25, 2018 (“Review Date”). Bailey hereby acknowledges and agrees that this agreement and the resignation of Bailey’s employment




and all actions taken in connection therewith are in compliance with the Age Discrimination in Employment Act (“ADEA”). By executing this agreement, Bailey acknowledges and agrees that: (a) she understand the terms of this agreement; (b) she is waiving her right to assert claims against LP under the ADEA; (c) she is waiving claims that she now has or may have against LP through the Effective Date but is not waiving rights or claims that may arise thereafter; (d) she is receiving money and/or other valuable consideration to which Bailey is not otherwise entitled to receive; (e) she has been advised to consult with an attorney prior to executing this agreement; (f) she was offered no less than twenty-one (21) days from the Review Date to consider this agreement before executing it; and (g) she has seven (7) days after executing this agreement to revoke her acceptance and execution of the agreement.
If Bailey does not timely revoke this agreement, then the agreement shall become effective on the eighth day after Bailey’s signing (the “Effective Date”). If Bailey chooses to revoke this agreement, LP is excused from all of its obligations under the agreement.
If Bailey chooses to revoke this agreement within seven (7) days of her signing, Bailey must do so in writing delivered within seven (7) days of her signing, expressly stating that she is revoking her signature on this agreement to:
Tim Hartnett
Louisiana-Pacific Corporation
414 Union Street
Suite 2000
Nashville, TN 37219

16.
Counterparts.
This agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.
17.
No Representation
Bailey represents and acknowledges that in executing this agreement, she does not rely and has not relied upon any representation or statement made by LP or any of its agents, representatives, or attorneys not otherwise set forth herein.
18.
Taxes.
All payments to Bailey described in this agreement are subject to applicable federal, state and local tax and other required withholdings. Bailey is responsible and liable for paying any taxes on the amounts paid or benefits received under this agreement. Bailey agrees that LP will report such payments to the tax authorities and will withhold taxes from the payments under this agreement in any manner that LP determines that it is legally required to do. LP makes no representations as to the employment and income tax consequences to Bailey of these payments or benefits, and Bailey agrees to indemnify and hold harmless LP from any and all employment or income tax liabilities that may become due in connection with these payments. Bailey further acknowledges that any future employment or income tax consequences (including related penalties and interest) that may arise will not provide a basis to set aside or in any way alter this Agreement.
The Parties intend that this agreement and the payments and benefits provided hereunder be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986 (“Section




409A”) and this agreement shall be interpreted consistent with such intent. To the extent that reimbursements or other in-kind benefits under this agreement constitute deferred compensation under Section 409A, (i) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Bailey, (ii) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and any right to reimbursement or in-kind benefits shall be limited to Bailey’s lifetime, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Each payment or installment under this agreement is intended to be a separate payment and not one of a series of payments for purposes of Section 409A.
19.    SEC Filings.
LP agrees that, from and after the Retirement Date, if and to the extent Bailey purchases, sells or otherwise disposes of LP securities in a manner requiring the filing of a Form 4 with the Securities and Exchange Commission, if Bailey notifies LP’s Vice President of Human Resources of any such purchase, sale or other disposition and provides LP’s Vice President of Human Resources all information regarding any such purchase, sale or other disposition reasonably requested by LP, including, without limitation, information regarding any matchable transaction, LP shall effect such filings on behalf of Bailey until such time as they are no longer required by Section 16 of the Securities Exchange Act of 1934, as amended.






Executed at Nashville, Tennessee, this 31st day of May 2018.

/s/ Sallie B. Bailey
Sallie B. Bailey
LOUISIANA-PACIFIC CORPORATION


By: /s/ Tim Hartnett
Tim Hartnett
Title: Vice President, Human Resources
Date: May 31, 2018











Exhibit


Exhibit 31.1
CERTIFICATION
I, W. Bradley Southern, certify that:
1.
I have reviewed this report on Form 10-Q of Louisiana-Pacific Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 
Date:
August 7, 2018
                       /S/ W. BRADLEY SOUTHERN
 
 
W. BRADLEY SOUTHERN
 
 
Chief Executive Officer




Exhibit



Exhibit 31.2
CERTIFICATION
I, Mike Kinney, certify that:
1.
I have reviewed this report on Form 10-Q of Louisiana-Pacific Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 
Date:
August 7, 2018
                           /S/ MIKE KINNEY
 
 
MIKE KINNEY
 
 
Interim Chief Financial Officer
 
 
Director, Investor Relations and Treasurer



Exhibit


Exhibit 32.1
LOUISIANA-PACIFIC CORPORATION
411 Union Street, Suite 2000
Nashville, TN 37219-1700
(615)986-5600
August 7, 2018
Securities and Exchange Commission
100 F Street NE.
Washington, D.C. 20549


Re:
Certification Pursuant to § 906 of the Sarbanes-Oxley Act of 2002
Ladies and Gentlemen:
Pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, in connection with the filing of the Form 10-Q of Louisiana-Pacific Corporation (the “Company”) for the quarter and six months ended June 30, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies, that, to such officer’s knowledge:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
/S/ W. BRADLEY SOUTHERN
Name: W. BRADLEY SOUTHERN
Title: Chief Executive Officer
 
/S/ MIKE KINNEY
Name: MIKE KINNEY
Title: Director, Investor Relations and Treasurer (Interim Chief Financial Officer)
A signed original of this written statement required by Section 906 has been provided to Louisiana-Pacific Corporation and will be retained by Louisiana-Pacific Corporation and furnished to the Securities and Exchange Commission or its staff upon request.