LPX-2013.9.30 - 10Q


 

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 September 30, 2013
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, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filers” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
x
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
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: 141,121,253 shares of Common Stock, $1 par value, outstanding as of November 5, 2013.
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 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 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 other significant operating expenses;
•
changes in exchange rates between the U.S. dollar and other currencies, particularly the Canadian dollar, Australian dollar, Brazilian real and the 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;
•
governmental gridlock and curtailment of government services ans spending; 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 Commission 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 STATEMENTS OF INCOME
LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES
(AMOUNTS IN MILLIONS EXCEPT PER SHARE AMOUNTS)
(UNAUDITED) 
 
Quarter Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
2013
 
2012
Net sales
$
507.4

 
$
462.1

 
$
1,605.5

 
$
1,237.3

Operating costs and expenses:
 
 
 
 
 
 
 
Cost of sales
416.3

 
364.4

 
1,221.7

 
1,026.9

Depreciation and amortization
25.8

 
18.8

 
65.0

 
55.5

Selling and administrative
33.5

 
30.5

 
103.6

 
92.1

(Gain) loss on sale or impairment of long-lived assets, net
0.3

 
4.3

 
(0.4
)
 
4.5

Other operating credits and charges, net
(16.1
)
 
1.2

 
(9.1
)
 
1.2

Total operating costs and expenses
459.8

 
419.2

 
1,380.8

 
1,180.2

Income from operations
47.6

 
42.9

 
224.7

 
57.1

Non-operating income (expense):
 
 
 
 
 
 
 
Interest expense, net of capitalized interest
(7.6
)
 
(10.7
)
 
(28.0
)
 
(36.4
)
Investment income
1.7

 
4.1

 
8.3

 
11.7

Early debt extinguishment
(0.8
)
 
—

 
(0.8
)
 
(52.2
)
        Gain on acquisition
—

 
—

 
35.9

 
—

Other non-operating items
1.0

 
0.4

 
(3.3
)
 
(2.3
)
Total non-operating income (expense)
(5.7
)
 
(6.2
)
 
12.1

 
(79.2
)
Income (loss) from continuing operations before taxes and equity in (income) loss of unconsolidated affiliates
41.9

 
36.7

 
236.8

 
(22.1
)
Provision (benefit) for income taxes
4.4

 
7.7

 
51.6

 
(5.6
)
Equity in (income) loss of unconsolidated affiliates
—

 
(2.0
)
 
(11.3
)
 
2.6

Income (loss) from continuing operations
37.5

 
31.0

 
196.5

 
(19.1
)
Income from discontinued operations before taxes
1.0

 
0.5

 
1.6

 
2.8

Provision for income taxes
0.4

 
0.2

 
0.6

 
1.0

Income from discontinued operations
0.6

 
0.3

 
1.0

 
1.8

Net income (loss)
$
38.1

 
$
31.3

 
$
197.5

 
$
(17.3
)
Income (loss) per share of common stock (basic):
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
0.27

 
$
0.23

 
$
1.41

 
$
(0.14
)
Income from discontinued operations
—

 
—

 
0.01

 
0.01

Net income (loss) per share
$
0.27

 
$
0.23

 
$
1.42

 
$
(0.13
)
Net income (loss) per share of common stock (diluted):
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
0.26

 
$
0.22

 
$
1.36

 
$
(0.14
)
Income from discontinued operations
—

 
—

 
0.01

 
0.01

Net income (loss) per share
$
0.26

 
$
0.22

 
$
1.37

 
$
(0.13
)
 
 
 
 
 
 
 
 
Average shares of stock outstanding - basic
140.0

 
137.1

 
139.1

 
136.9

Average shares of stock outstanding - diluted
144.0

 
142.6

 
144.1

 
136.9

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

3


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES
(AMOUNTS IN MILLIONS) (UNAUDITED)
 
 
Quarter Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
2013
 
2012
Net income (loss)
$
38.1

 
$
31.3

 
197.5

 
$
(17.3
)
Other comprehensive income (loss)
 
 
 
 
 
 
 
Foreign currency translation adjustments
0.3

 
2.9

 
(6.8
)
 
1.7

Unrealized loss on derivative instruments
(0.1
)
 
(0.5
)
 
(0.1
)
 
(0.7
)
Unrealized gain (loss) on marketable securities, net of reversals
(0.2
)
 
0.5

 
1.0

 
0.7

Defined benefit pension plans
1.0

 
0.7

 
4.0

 
2.7

Other comprehensive income (loss), net of tax
1.0

 
3.6

 
(1.9
)
 
4.4

 
 
 
 
 
 
 
 
Comprehensive income (loss)
$
39.1

 
$
34.9

 
$
195.6

 
$
(12.9
)
The accompanying notes are an integral part of these unaudited financial statements.

4


CONDENSED CONSOLIDATED BALANCE SHEETS
LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES
(AMOUNTS IN MILLIONS) (UNAUDITED)
 
 
September 30, 2013
 
December 31, 2012
ASSETS
 
 
 
Cash and cash equivalents
$
669.5

 
$
560.9

Receivables, net of allowance for doubtful accounts of $1.1 million at September 30, 2013 and December 31, 2012
109.2

 
82.7

Inventories
225.0

 
209.8

Other current assets
10.2

 
6.0

Deferred income taxes
13.7

 
12.3

Current portion of notes receivable from asset sales
—

 
91.4

Assets held for sale
31.4

 
32.5

Total current assets
1,059.0

 
995.6

Timber and timberlands
72.2

 
40.1

Property, plant and equipment, at cost
2,214.3

 
2,061.6

Accumulated depreciation
(1,350.3
)
 
(1,310.8
)
Net property, plant and equipment
864.0

 
750.8

Goodwill
9.7

 
—

Notes receivable from asset sales
432.2

 
432.2

Long-term investments
3.8

 
2.0

Restricted cash
11.2

 
12.0

Investments in and advances to affiliates
4.2

 
68.6

Deferred debt costs
7.4

 
9.2

Other assets
33.8

 
15.5

Long-term deferred tax asset
—

 
5.0

Total assets
$
2,497.5

 
$
2,331.0

LIABILITIES AND EQUITY
 
 
 
Current portion of long-term debt
$
2.3

 
$
7.8

Current portion of limited recourse notes payable
—

 
90.0

Accounts payable and accrued liabilities
173.5

 
139.5

Current portion of contingency reserves
2.0

 
2.0

Total current liabilities
177.8

 
239.3

Long-term debt, excluding current portion
763.3

 
782.7

Contingency reserves, excluding current portion
12.4

 
12.8

Other long-term liabilities
171.8

 
168.8

Deferred income taxes
148.4

 
93.6

Stockholders’ equity:
 
 
 
Common stock
152.0

 
150.4

Additional paid-in capital
505.7

 
533.6

Retained earnings
908.1

 
710.6

Treasury stock
(232.2
)
 
(252.9
)
Accumulated comprehensive loss
(109.8
)
 
(107.9
)
Total stockholders’ equity
1,223.8

 
1,033.8

Total liabilities and stockholders’ equity
$
2,497.5

 
$
2,331.0

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 September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
2013
 
2012
CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

Net income (loss)
$
38.1

 
$
31.3

 
$
197.5

 
$
(17.3
)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
 
 
 
 
Depreciation and amortization
25.8

 
18.8

 
65.0

 
55.5

(Income) loss from unconsolidated affiliates
—

 
(2.0
)
 
(11.3
)
 
2.6

(Gain) loss on sale or impairment of long-lived assets
0.3

 
4.3

 
(0.4
)
 
4.5

Gain on acquisition
—

 
—

 
(35.9
)
 
—

Gain on sale of discontinued operation
(1.7
)
 
—

 
(1.7
)
 
—

Early debt extinguishment
0.8

 
—

 
0.8

 
52.2

Payment of long-term deposit
(17.1
)
 
—

 
(17.1
)
 
—

Other operating credits and charges, net
(16.1
)
 
1.2

 
(9.1
)
 
1.2

Stock-based compensation related to stock plans
2.4

 
1.8

 
6.6

 
6.4

Exchange (gain) loss on remeasurement
(0.4
)
 
5.7

 
(0.5
)
 
4.8

Cash settlement of contingencies
—

 
(0.4
)
 
(0.4
)
 
(1.6
)
Cash settlements of warranties
(3.4
)
 
(3.0
)
 
(7.7
)
 
(6.9
)
Pension expense, net of cash payments
(0.1
)
 
2.2

 
2.5

 
6.3

Non-cash interest expense, net
1.2

 
0.5

 
1.8

 
1.9

Other adjustments, net of acquisition
0.3

 
(1.7
)
 
1.2

 
(0.3
)
Changes in assets and liabilities, net of acquisition:
 
 
 
 
 
 
 
   Increase in receivables
(7.9
)
 
(2.8
)
 
(25.8
)
 
(38.3
)
   (Increase) decrease in inventories
15.8

 
(5.6
)
 
(12.3
)
 
(41.6
)
   (Increase) decrease in other current assets
1.7

 
0.6

 
(4.3
)
 
(2.4
)
   Increase in accounts payable and accrued liabilities
17.1

 
7.2

 
26.0

 
26.6

   Increase (decrease) in deferred income taxes
2.4

 
7.7

 
47.9

 
(4.8
)
Net cash provided by operating activities
59.2

 
65.8

 
222.8

 
48.8

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

Property, plant and equipment additions
(17.7
)
 
(9.3
)
 
(43.3
)
 
(16.1
)
Investments in and advances to joint ventures
—

 
8.8

 
13.9

 
6.6

Proceeds from sales of assets
15.0

 
—

 
16.7

 
9.1

Acquisition, net of cash acquired
—

 
—

 
(67.4
)
 
—

Receipt of proceeds from notes receivable
91.4

 
—

 
91.4

 
—

(Increase) decrease in restricted cash under letters of credit/credit facility
(0.7
)
 
—

 
0.7

 
1.0

Net cash provided by (used in) investing activities
88.0

 
(0.5
)
 
12.0

 
0.6

CASH FLOWS FROM FINANCING ACTIVITIES:


 


 


 


Borrowings of long-term debt
—

 
—

 
—

 
350.0

Repayment of long-term debt
(109.5
)
 
(0.2
)
 
(113.1
)
 
(242.3
)
Taxes paid related to net share settlement of equity awards
—

 
—

 
(12.0
)
 
—

Payment of debt issuance fees
—

 
—

 
—

 
(6.3
)
Other, net
(0.1
)
 
0.8

 
(0.1
)
 
1.2

Net cash provided by (used in) financing activities
(109.6
)
 
0.6

 
(125.2
)
 
102.6

EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS
1.2

 
(2.5
)
 
(1.0
)
 
(1.5
)
Net increase in cash and cash equivalents
38.8

 
63.4

 
108.6

 
150.5

Cash and cash equivalents at beginning of period
630.7

 
427.1

 
560.9

 
340.0

Cash and cash equivalents at end of period
$
669.5

 
$
490.5

 
$
669.5

 
$
490.5

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, 2012
150.4

 
$
150.4

 
(11.9
)
 
$
(252.9
)
 
$
533.6

 
$
710.6

 
$
(107.9
)
 
$
1,033.8

Net income
—

 
—

 
—

 
—

 
—

 
197.5

 
—

 
197.5

Issuance of shares for employee stock plans and stock-based compensation
—

 
—

 
1.6

 
32.7

 
(32.6
)
 
—

 
—

 
0.1

Taxes paid related to net share settlement of equity awards
—

 
—

 
(0.6
)
 
(12.0
)
 
—

 
—

 
—

 
(12.0
)
Exercise of warrants
1.6

 
1.6

 
—

 
—

 
(1.6
)
 
—

 
—

 
—

Compensation expense associated with stock awards
—

 
—

 
—

 
—

 
6.3

 
—

 
—

 
6.3

Other comprehensive loss
—

 
—

 
—

 
—

 
—

 
—

 
(1.9
)
 
(1.9
)
Balance, September 30, 2013
152.0

 
$
152.0

 
(10.9
)
 
$
(232.2
)
 
$
505.7

 
$
908.1

 
$
(109.8
)
 
$
1,223.8

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


7


NOTES TO UNAUDITED CONDENSED 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, except for other operating credits and charges, net referred to in Note 10) necessary to present fairly, in all material respects, the consolidated financial position, results of operations and cash flows of LP and its 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 LP’s Annual Report on Form 10-K for the year ended December 31, 2012. During the third quarter of 2013, LP sold its moulding operations and has included the results of operations of this business in discontinued operations for all periods presented.
NOTE 2 – STOCK-BASED COMPENSATION
At September 30, 2013, LP had stock-based employee compensation plans as described below. The total compensation expense related to all of LP’s stock-based compensation plans was $2.4 million for the quarter ended September 30, 2013 as compared to $1.8 million for the quarter ended September 30, 2012 and $6.6 million for the nine months ended September 30, 2013 and $6.4 million for the nine months ended September 30, 2012.
Stock Compensation Plans
LP grants options to purchase LP common stock and stock settled stock appreciation rights (SSARs) to key employees and directors. On exercise, LP generally issues shares from treasury to settle these awards. The options and SSARs are granted at market price at the date of grant. For employees, SSARs become exercisable ratably over a three year period and expire ten years after the date of grant. For directors, these options historically have become exercisable in 10% increments every three months, starting three months after the date of grant, and expire ten years after the date of grant. At September 30, 2013, 5.6 million shares were available under the current stock award plans for stock-based awards.
The following table sets out the weighted average assumptions used to estimate the fair value of the options and SSARs granted using the Black-Scholes option-pricing model in the first nine months of the respective years noted: 
 
2013
 
2012
Expected stock price volatility
69.2%
 
63.6%
Expected dividend yield
—%
 
—%
Risk-free interest rate
0.9%
 
0.7%
Expected life of options
5 years
 
5 years
Weighted average fair value of options and SSARs granted
$11.68
 
$4.75

8


The following table summarizes stock options and SSARs outstanding as of September 30, 2013, as well as activity during the nine month period then ended.
Share amounts in thousands
Options and
SSARs
 
Weighted Average
Exercise Price
 
Weighted
Average
Contractual Term
(in years)
 
Aggregate
Intrinsic Value
(in millions)
Options / SSARs outstanding at January 1, 2013
8,475

 
$
12.88

 
 
 
 
SSARs granted
343

 
20.49

 
 
 
 
Options / SSARs exercised
(1,854
)
 
9.03

 
 
 
 
Options /SSARs canceled
—

 
—

 
 
 
 
Options/SSARs outstanding at September 30, 2013
6,964

 
$
14.28

 
5.2

 
$
37.4

Vested and expected to vest at September 30, 2013
6,615

 
—

 
—

 
$
35.5

Options/SSARS exercisable at September 30, 2013
5,724

 
$
14.72

 
—

 
$
29.9

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between LP's closing stock price on the last trading day of the third quarter of 2013 and the exercise price, multiplied by the number of in-the-money options and SSARs) that would have been received by the holders had all holders exercised their awards on September 30, 2013. This amount changes based on the market value of LP's stock as reported by the New York Stock Exchange.
As of September 30, 2013, there was $5.0 million of total unrecognized compensation costs related to stock options and SSARs. These costs are expected to be recognized over a weighted-average period of 1.4 years. LP recorded compensation expense related to these awards in the first nine months of 2013 of $2.5 million.
Incentive Share Awards
LP has granted incentive share stock awards (restricted stock units) to certain key employees and directors. The employee awards vest three years from date of grant and awards to directors vest one year from date of grant. The awards entitle the participant to receive a specified number of shares of LP common stock at no cost to the participant. The market value at the time of grant approximates the fair value. LP recorded compensation expense related to these awards in the first nine months of 2013 of $2.0 million. As of September 30, 2013, there was $3.9 million of total unrecognized compensation cost related to unvested incentive share awards. This expense will be recognized over a weighted-average period of 1.1 years.
The following table summarizes incentive share awards outstanding as of September 30, 2013 as well as activity during the nine months then ended.
 
Shares
 
Weighted
Average
Contractual Term
(in years)
 
Aggregate
Intrinsic Value
(in millions)
Incentive share awards outstanding at January 1, 2013
960,388

 
 
 
 
Incentive share awards granted
158,474

 
 
 
 
Incentive share awards vested
(346,107
)
 
 
 
 
Incentive share awards canceled
(478
)
 
 
 
 
Incentive shares outstanding at September 30, 2013
772,277

 
1.1

 
$
13.5

Vested and expected to vest at September 30, 2013
733,663

 
—

 
$
12.8





9


Restricted Stock
LP grants restricted stock to certain senior employees. The shares for employees vest three years from the date of grant and for directors vest five years from date of grant. During the vesting period, the participants have voting rights and receive dividends, but the shares may not be sold, assigned, transferred, pledged or otherwise encumbered. Additionally, granted but unvested shares are forfeited upon termination of employment. The fair value of the restricted shares on the date of the grant is amortized ratably over the vesting period. As of September 30, 2013, there was $2.9 million of total unrecognized compensation costs related to restricted stock. This expense will be recognized over the next 1.3 years. LP recorded compensation expense related to these awards in the first nine months of 2013 of $1.3 million.
The following table summarizes the restricted stock outstanding as of September 30, 2013 as well as activity during the nine months then ended.
 
Number of Shares
 
Weighted Average
Grant Date
Fair Value
Restricted stock awards outstanding at January 1, 2013
556,987

 
$
8.51

Restricted stock awards granted
108,174

 
20.49

Restrictions lapsed
(205,739
)
 
7.00

Restricted stock awards at September 30, 2013
459,422

 
$
12.01

LP annually grants to each director restricted stock units with a one year vesting period. As of September 30, 2013, LP has 93,179 shares (or restricted stock units) outstanding under this program. Compensation expense recognized in the first nine months of 2013 related to these grants was $0.2 million.
Performance share awards
In connection with Mr. Stevens' appointment to Chief Executive Officer on May 4, 2012, he was awarded 300,000 performance shares. LP recorded compensation expense related to these awards of $0.3 million in the first nine months of 2013. As of September 30, 2013, there was $0.9 million of total unrecognized compensation costs related to this award. This expense will be recognized over the next 2.6 years.
Phantom stock
During 2011 and 2012, LP made annual grants of phantom stock units to its directors. Subsequent to the approval of the 2013 Omnibus Plan, phantom stock units are no longer granted to directors. The director does not receive rights of a shareholder, nor is any stock transfered. The units will be paid out in cash at the end of the five year vesting period. The value of one unit is based on the market value of one share of common stock on the vesting date. The cost of the grants is recognized over the vesting period and is included in stock-based compensation expense. Since these awards are settled in cash, such awards are required to be remeasured based upon the changes in LP's stock price. As of September 30, 2013, LP had 75,816 shares outstanding under this program. LP recorded compensation expense related to these awards of $0.3 million in the first nine months of 2013.
NOTE 3 – FAIR VALUE MEASUREMENTS
LP’s investments that are measured at fair value on a recurring basis are categorized below using the fair value hierarchy. LP also measures the contingent consideration associated with the business combination (as discussed further in Note 19) using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets. Level 2 refers to fair values estimated using significant other observable inputs and Level 3 includes fair values estimated using significant non-observable inputs.

10


The following table summarizes assets and liabilities measured on a recurring basis for each of the three hierarchy levels presented below.
Dollar amounts in millions
September 30, 2013
 
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Available for sale securities
$
3.8

 
$
—

 
$
—

 
$
3.8

Trading securities
2.0

 
2.0

 
—

 
—

Contingent consideration
7.2

 
—

 
—

 
7.2

Total
$
13.0

 
$
2.0

 
$
—

 
$
11.0

Dollar amounts in millions
December 31, 2012
 
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Available for sale securities
$
2.0

 
$
—

 
$
—

 
$
2.0

Trading securities
1.7

 
1.7

 
—

 
—

Total
$
3.7

 
$
1.7

 
$
—

 
$
2.0

Due to the lack of observable market quotations on a portion of LP’s auction rate securities (ARS) portfolio, LP evaluates the structure of its ARS holdings and current market estimates of fair value, including fair value estimates from issuing banks that rely exclusively on Level 3 inputs. These inputs include those that are based on expected cash flow streams and collateral values, including assessments of counterparty credit quality, default risk underlying the security, discount rates and overall capital market liquidity. The valuation of LP’s ARS investment portfolio is subject to uncertainties that are difficult to predict. Factors that may impact LP’s valuation include changes to credit ratings of the securities as well as to the underlying assets supporting those securities, rates of default of the underlying assets, underlying collateral value, discount rates, counterparty risk and ongoing strength and quality of market credit and liquidity.
The following table summarizes changes in assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the nine months ended September 30, 2013 and 2012.
Dollar amounts in millions
Available for
sale securities
Contingent consideration
Balance at December 31, 2011
$
0.7

$
—

Total realized/unrealized gains included in other comprehensive income
1.1

—

Balance at September 30, 2012
$
1.8

$
—

 
 
 
Balance at December 31, 2012
$
2.0

$
—

Contingent consideration pursuant to business combination (see Note 19)
—

24.3

Adjustment to contingent consideration fair value
—

(17.3
)
Total realized/unrealized gains included in other comprehensive income
1.8

—

Foreign currency gain
—

0.2

Balance at September 30, 2013
$
3.8

$
7.2

Carrying amounts reported on the balance sheet for cash, cash equivalents, receivables and accounts payable approximate fair value due to the short-term maturity of these items.
During the third quarter of 2013, LP recognized a gain of $17.3 million as a fair value adjustment to the contingent consideration associated with a business combination (as discussed in Note 19). The fair value of the contingent

11


consideration was reduced during the third quarter of 2013 due to the decline in projected OSB prices and resulting reduction in the estimated payment obligation The fair value adjustment is recorded in Other Operating Credits and Charges, Net. This fair value was determined based upon the income approach using significant non-observable inputs such as projected OSB pricing taking into consideration volatility of such projections.
During the third quarter of 2012, LP recognized an impairment charge of $4.4 million on an OSB mill in Quebec, Canada, based upon a change in the plan of sale of various assets held for sale to reduce their carrying value to the estimated selling price less selling costs. The valuation of these assets was determined using Level 2 inputs under the market approach.
NOTE 4 – EARNINGS PER SHARE
Basic earnings per share are based on 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. This method requires that the effect of potentially dilutive common stock equivalents (stock options, stock settled stock appreciation rights, incentive shares and warrants) be excluded from the calculation of diluted earnings per share for the periods in which LP recognizes losses from continuing operations or at such time that the exercise prices of such awards are in excess of the weighted average market price of LP's common stock during these periods because the effect is anti-dilutive. Performance share awards are included in the calculation of earnings per share using the contingently issuable method. The following table sets forth the computation of basic and diluted earnings per share:
Dollar and share amounts in millions, except per
share amounts
Quarter Ended September 30,
 
Nine Months Ended September 30,
2013
 
2012
 
2013
 
2012
Numerator:
 
 
 
 
 
 
 
Income (loss) attributed to LP common shares:
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
37.5

 
$
31.0

 
$
196.5

 
$
(19.1
)
Income from discontinued operations
0.6

 
0.3

 
1.0

 
1.8

Net income (loss)
$
38.1

 
$
31.3

 
$
197.5

 
$
(17.3
)
Denominator:
 
 
 
 
 
 
 
Basic - weighted average common shares outstanding
140.0

 
137.1

 
139.1

 
136.9

Dilutive effect of stock warrants
1.8

 
3.0

 
2.5

 
—

Dilutive effect of stock plans
2.2

 
2.5

 
2.5

 
—

Diluted shares outstanding
144.0

 
142.6

 
144.1

 
136.9

Basic earnings per share:
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
0.27

 
$
0.23

 
$
1.41

 
$
(0.14
)
Income from discontinued operations
—

 
—

 
0.01

 
0.01

Net income (loss) per share
$
0.27

 
$
0.23

 
$
1.42

 
$
(0.13
)
Diluted earnings per share:
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
0.26

 
$
0.22

 
$
1.36

 
$
(0.14
)
Income from discontinued operations
—

 
—

 
0.01

 
0.01

Net income (loss) per share
$
0.26

 
$
0.22

 
$
1.37

 
$
(0.13
)
For the quarter and nine months ended September 30, 2013, stock options and SSARs related to approximately 2.4 million and 2.3 million shares of LP common stock were considered not in-the-money for purposes of LP's earnings per share calculation. For the quarter ended September 30, 2012, stock options, stock warrants and SSARs relating to approximately 4.4 million share of LP common stock were considered not in-the-money for purposes of LP's earnings per share calculation. For the nine months ended September 30, 2012, stock options, stock warrants and SSARs related to approximately 11.1 million shares of LP common stock were considered anti-dilutive for purposes of LP’s earnings per share calculation due to LP’s loss position from continuing operations.
At September 30, 2013, outstanding warrants were exercisable to purchase approximately 1,462,119 shares.

12


NOTE 5 – RECEIVABLES
Receivables consist of the following:
Dollar amounts in millions
September 30, 2013
 
December 31, 2012
Trade receivables
$
102.1

 
$
76.0

Interest receivables
0.7

 
0.8

Income tax receivable
0.8

 
1.8

Other receivables
6.7

 
5.2

Allowance for doubtful accounts
(1.1
)
 
(1.1
)
Total
$
109.2

 
$
82.7

Other receivables at September 30, 2013 and December 31, 2012 primarily consist of sales tax receivables, receivables from joint ventures, accrued receivables and other items.
NOTE 6 – INVENTORIES
Inventories are valued at the lower of cost or market. 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
September 30, 2013
 
December 31, 2012
Logs
$
42.9

 
$
37.6

Other raw materials
20.3

 
17.7

Finished products
148.5

 
142.7

Supplies
14.3

 
12.8

LIFO reserve
(1.0
)
 
(1.0
)
Total
$
225.0

 
$
209.8

NOTE 7 – ASSETS HELD FOR SALE
Over the last several years, LP has adopted and implemented plans to sell selected assets in order to improve its operating results. LP is required to classify assets held for sale which are not part of a discontinued business separately on the face of the financial statements outside of “Property, plant and equipment.” As of September 30, 2013 and December 31, 2012, LP included two OSB mills and various assets at a third OSB mill, as well as various non-operating sites, in its held for sale category. During the third quarter of 2012, LP recognized an impairment charge of $4.4 million on an OSB mill in Quebec, Canada, based upon a change in the plan of sale of various assets held for sale to reduce their carrying value. The current book values of assets held for sale by category is as follows:
Dollars in millions
September 30, 2013
 
December 31, 2012
Property, plant and equipment, at cost:
 
 
 
Land, land improvements and logging roads, net of road amortization
$
9.9

 
$
10.0

Buildings
15.6

 
17.1

Machinery and equipment
140.7

 
140.8

 
166.2

 
167.9

Accumulated depreciation
(134.8
)
 
(135.4
)
Net property, plant and equipment
$
31.4

 
$
32.5


13


NOTE 8 – 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 bases 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 quarter 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.
The income tax components and associated effective income tax rates for the quarter and nine months ended September 30, 2013 and 2012 are as follows:
 
Quarter Ended September 30,
 
2013
 
2012
Dollars in millions
Tax Provision
 
Tax Rate
 
Tax Provision
 
Tax Rate
Continuing operations
$
4.4

 
11
%
 
$
7.7

 
20
%
Discontinued operations
0.4

 
35
%
 
0.2

 
35
%
 
$
4.8

 
11
%
 
$
7.9

 
20
%
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30,
 
2013
 
2012
 
Tax Provision
 
Tax Rate
 
Tax Provision/(Benefit)
 
Tax Rate
Continuing operations
$
51.6

 
21
%
 
$
(5.6
)
 
23
%
Discontinued operations
0.6

 
35
%
 
1.0

 
35
%
 
$
52.2

 
21
%
 
$
(4.6
)
 
21
%
For the first nine months of 2013, the primary differences between the U.S. statutory rate of 35% and the effective rate applicable to LP’s continuing operations relate to the effect of foreign tax rates and decreases in valuation allowances attributed to net operating loss carryforwards in various jurisdictions which are either anticipated to be utilized in the current year based upon projected income or recognized due to the recording of additional deferred tax liabilities.  For the first nine months of 2012, the primary differences between the U.S. statutory rate of 35% and the effective rate applicable to LP’s continuing operations relate to the effect of foreign tax rates, increases in valuation allowances attributed to net operating loss carryforwards in various jurisdictions and increases in our reserves for uncertain tax positions.
LP periodically reviews the need for valuation allowances against deferred tax assets and recognizes these deferred tax assets to the extent that the realization is more likely than not. Based solely upon the future reversal of existing deferred tax liabilities, LP believes that the valuation allowances provided are appropriate. If LP were to determine that it would not be able to realize a portion of an existing net deferred tax asset in excess of an existing valuation allowance, an adjustment to the net deferred tax asset would be charged to earnings in the period in which such determination was made. Conversely, if it were to make a determination that it is more likely than not that an existing deferred tax asset for which there is currently a valuation allowance would be realized, the related valuation

14


allowance would be reduced and a benefit to earnings would be recorded in the period in which such determination was made.
As a result of certain recognition requirements of ASC 718 Compensation -- Stock Compensation, certain deferred tax assets as of September 30, 2013 are not recognized in relation to amounts of tax deductions for equity compensation that are greater than the compensation recognized for financial reporting. Equity will be increased by $13.5 million if and when such deferred tax assets are ultimately realized. LP uses the "with and without" method for determining when excess tax benefits have been realized.
LP and its domestic subsidiaries are subject to U.S. federal income tax as well as income taxes of multiple state jurisdictions. Its foreign subsidiaries are subject to income tax in Canada, Chile, Peru and Brazil. During 2011, the U.S. Internal Revenue Service (IRS) initiated an audit of tax years 2007 - 2009 for which field work has been completed. LP has protested certain proposed adjustments and requested review by the IRS Appeals Office. During the third quarter of 2013, LP deposited $17.1 million with the IRS to suspend the accrual of interest pending the resolution of this matter. The deposit is included within other assets on the Condensed Consolidated Balance Sheet. All U.S. federal audits of prior years have been completed. LP remains subject to state and local tax examinations for the tax years 2005 through 2012. Canadian federal income tax returns have been audited and effectively settled through 2008, and no examinations are currently in progress. Quebec provincial audits have been effectively settled through 2011. As of September 30, 2013, the Chilean Tax Office was in process of auditing tax year 2011.
NOTE 9 – LONG-TERM DEBT
LP’s long-term debt consists of the following:
Dollars in millions
September 30, 2013
 
December 31, 2012
Debentures:
 
 
 
Senior notes, maturing 2020
$
350.0

 
$
350.0

Bank credit facilities:
 
 
 
Chilean term credit facility, maturing 2019, denominated in UF
16.2

 
39.3

Brazilian export financing facility, maturing 2017
8.0

 
10.0

Limited recourse notes payable:
 
 
 
Senior notes, payable 2013 - 2018
22.0

 
112.0

Other financing
 
 
 
Non-recourse notes, payable 2018
368.7

 
368.7

Other
0.7

 
0.5

Total
765.6

 
880.5

Less: current portion
(2.3
)
 
(97.8
)
Net long-term portion
$
763.3

 
$
782.7

LP issued $348.6 million of senior notes in 1998 in a private placement to institutional investors. The remaining $22.0 million of the notes payable will mature in 2018 and are secured by $22.3 million of notes receivable from Green Diamond that will mature in 2018. Pursuant to the terms of the notes payable, in the event of a default by Green Diamond, LP would be liable to pay only 10% of the indebtedness represented by the notes payable.
LP issued $368.7 million of senior notes in 2003 in a private placement to unrelated third parties. The senior notes mature in 2018 and are supported by a bank letter of credit. LP’s reimbursement obligations under the letter of credit are secured by $410.0 million in notes receivable from asset sales. In general, the creditors under this arrangement have no recourse to LP’s assets, other than the notes receivable. However, under certain circumstances, LP may be liable for certain liabilities (including liabilities associated with the marketing or remarketing of the senior debt and reimbursement obligations, which are fully cash collateralized under the letter of credit supporting the notes payable) in an amount not to exceed 10% of the aggregate principal amount of the notes receivable.

15


In December 2009, LP entered into a term loan agreement with a Chilean bank. This loan is denominated in UF (inflation adjusted Chilean pesos) and is secured by substantially all of the property owned by LP Chile S.A. The loan was required to be repaid in 16 equal semi-annual payments that began in June 2012 and end in December 2019.  Payments of $21.0 million were made during the year which included a scheduled payment of $2.6 million in the second quarter of 2013 and an optional prepayment of $18.4 million during the third quarter of 2013. The next scheduled payment is not due until June 2017. In connection with the prepayment, LP recorded a loss on early debt extinguishment of $0.8 million, which included $0.5 million associated with the unamortized financing costs associated with the loan. Any additional increases or decreases in the loan balance shown are related to changes in the underlying foreign currency exchange rates or required inflation adjustments.
In August 2011, LP entered into an export financing loan agreement with a Brazilian bank pursuant to which it borrowed $10.0 million. This loan is denominated in U.S. dollars, is to be repaid in 10 equal semi-annual payments that began in January 2013 and end in July 2017.
In May 2012, LP issued $350.0 million of 7.5% Senior Notes due 2020. LP used a portion of the proceeds to fully retire the remaining balance outstanding on its Senior Secured Notes due in 2017. In connection with this repurchase, LP recorded a loss on early debt extinguishment of $52.2 million which included $4.5 million associated with the unamortized financing costs associated with the Senior Secured Notes. On or after June 1, 2016, LP may, at its option on one or more occasions, redeem all or any portion of the Notes at specified redemption rates.
Obligations under the indenture governing LP's Senior Notes due 2020 are unsecured and not presently guaranteed by any of its subsidiaries. The indenture contains customary covenants applicable to LP and its subsidiaries, other than certain unrestricted subsidiaries, including restrictions on actions and activities that are restricted under the credit facility. The indenture also contains customary events of default, the occurrence of which could result in acceleration of LP's obligations to repay the indebtedness outstanding thereunder.
LP estimated the Senior Notes maturing in 2020 to have a fair value of $378.9 million at September 30, 2013 and $397.3 million at December 31, 2012 based upon market quotations.
Additional descriptions of LP’s indebtedness are included in consolidated financial statements and the notes thereto included in LP’s Annual Report on Form 10-K for the year ended December 31, 2012.

16


NOTE 10 – OTHER OPERATING CREDITS AND CHARGES, NET
The major components of “Other operating credits and charges, net” in the Consolidated Statements of Income for the third quarter and nine months ended September 30, 2013 and September 30, 2012 are reflected in the table below and are described in the paragraphs following the table:
 
Quarter Ended September 30,
 
Nine Months Ended September 30,
Dollar amounts in millions
2013
 
2012
 
2013
 
2012
Other operating charges and credits net:
 
 
 
 
 
 
 
   Adjustment related to prior year inventory
$
—

 
$
—

 
$
(1.6
)
 
$
—

   Adjustment related to prior year depreciation
—

 
—

 
(1.5
)
 
—

   Construction related legal reserve
—

 
—

 
—

 
0.5

   Addition to warranty reserves
(2.0
)
 
(1.0
)
 
(6.1
)
 
(1.0
)
Refundable value added tax receivable
1.4

 
—

 
1.4

 
—

Insurance recovery
0.4

 
—

 
0.4

 
—

Contingent consideration fair value adjustment
17.3

 
—

 
17.3

 
—

Addition to workers compensation reserves
(1.0
)
 
—

 
(1.0
)
 
—

   Other
—

 
(0.2
)
 
0.2

 
(0.7
)
 
$
16.1

 
$
(1.2
)
 
$
9.1

 
$
(1.2
)
Other operating charges and credits associated with unconsolidated affiliates:
 
 
 
 
 
 
 
   Valuation allowance associated with deferred taxes
$
—

 
$
—

 
$
(1.8
)
 
$
—

   Addition to contingency reserves
—

 
—

 
(0.9
)
 
—

 
$
—

 
$
—

 
$
(2.7
)
 
$
—

During the third quarter of 2013, LP recorded a gain of $0.4 million related to proceeds received from an insurance claim associated with an OSB mill and a reduction in the fair value of $17.3 million payable in relation to the contingent consideration associated with a business combination (as discussed in Note 19). LP also recorded a loss of $1.0 million associated with a workers compensation reserve adjustment. LP recorded a loss of $2.0 million during the quarter related to an increase in product related warranty reserves associated with CanExel products sold in certain geographic areas from 2004 through 2008. During the third quarter of 2013, LP recorded a receivable of $1.4 million related to value added taxes.
During the second quarter of 2013, LP recorded a loss of $1.5 million related to a correction of prior years depreciation amounts associated with LP's South American operations. During the second quarter of 2013, LP recorded a loss of $4.1 million related to an increase in product related warranty reserves associated with Canexel products sold in certain geographic areas from 2004 to 2008. Additionally, other operating charges and credits reflected in Equity in (income) loss from unconsolidated affiliates includes a charge of $1.8 million associated with a valuation allowance on the joint venture's books associated with deferred tax assets as well as a loss of $0.9 million associated with the recording of a contingent liability from past years.
During the first quarter of 2013, LP recorded a loss of $1.6 million related to a prior year inventory adjustment.
During the third quarter 2012, LP recorded a loss of $1.0 million related to an increase in product related warranty reserves associated with Canexel products sold in Europe in prior years.
LP recorded losses of $0.2 million and $0.7 million during the third quarter and first nine months of 2012 associated with severance related to an indefinitely curtailed OSB mill in British Columbia.

17


NOTE 11 – TRANSACTIONS WITH AFFILIATES
LP has an equity investment in Abitibi-LP, a manufacturer of I-joists with Resolute Forest Products. LP sells products and raw materials to Abitibi-LP and purchases products for resale from Abitibi-LP. LP eliminates profits on these sales and purchases, to the extent the inventory has not been sold through to third parties, on the basis of its 50% interest. For the quarters ended September 30, 2013 and 2012, LP sold $3.3 million and $2.6 million of products to Resolute-LP and purchased $13.9 million and $11.3 million of I-joists from Resolute-LP. For the nine month period ended September 30, 2013 and 2012, LP sold $10.7 million and $6.3 million of products to Resolute-LP and purchased $38.4 million and $29.7 million of I-joists from Resolute-LP. Included in LP’s Consolidated Balance Sheets at September 30, 2013 and December 31, 2012 are $2.6 million and $1.4 million in accounts receivable from this affiliates and $1.3 million and $6.7 million in accounts payable from this affiliate.
LP purchased $42.6 million of OSB from Canfor-LP during the quarter ended September 30, 2012. LP also purchased $98.2 million and $101.9 million of OSB from Canfor-LP during the nine month period ended September 30, 2013 and 2012.
NOTE 12 – LEGAL AND ENVIRONMENTAL MATTERS
Certain environmental matters and legal proceedings are discussed below.
Environmental Matters
LP maintains 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. LP's estimates of its 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. LP regularly monitors its estimated exposure to environmental loss contingencies and, as additional information becomes known, may change its estimates significantly.
Other Proceedings
LP and its subsidiaries are parties to other legal proceedings. Based on the information currently available, management believes that the resolution of such proceedings will not have a material adverse effect on the financial position, results of operations, cash flows or liquidity of LP.
NOTE 13 – SELECTED SEGMENT DATA
LP operates in four segments: Oriented Strand Board (OSB), Siding, Engineered Wood Products (EWP) and South America. LP’s business units have been aggregated into these four segments based upon the similarity of economic characteristics, customers and distribution methods. LP’s 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 LP’s Annual Report on Form 10-K for the year ended December 31, 2012.

18


 
Quarter Ended September 30,
 
Nine Months Ended September 30,
Dollar amounts in millions
2013
 
2012
 
2013
 
2012
Net sales:
 
 
 
 
 
 
 
OSB
$
245.4

 
$
226.6

 
$
838.3

 
$
571.0

Siding
149.0

 
134.1

 
435.5

 
384.2

Engineered Wood Products
71.8

 
61.5

 
196.1

 
161.8

South America
41.5


42.0


130.9


127.1

Other
3.9

 
3.4

 
10.3

 
10.1

Intersegment sales
(4.2
)
 
(5.5
)
 
(5.6
)
 
(16.9
)
 
$
507.4

 
$
462.1

 
$
1,605.5

 
$
1,237.3

Operating profit (loss):
 
 
 
 
 
 
 
OSB
$
30.2

 
$
49.3

 
$
223.7

 
$
66.0

Siding
22.5

 
20.3

 
70.3

 
56.4

Engineered Wood Products
(2.0
)
 
(3.0
)
 
(10.6
)
 
(9.3
)
South America
5.3


4.5


17.8


11.2

Other
(2.1
)
 
(2.6
)
 
(6.1
)
 
(7.8
)
Other operating credits and charges, net
16.1

 
(1.2
)
 
9.1

 
(1.2
)
Other operating credits and charges associated with unconsolidated affiliates
—

 
—

 
(2.7
)
 
—

Gain (loss) on sale or impairment of long-lived assets
(0.3
)
 
(4.3
)
 
0.4

 
(4.5
)
Gain on acquisition
—

 
—

 
35.9

 
—

Early debt extinguishment
(0.8
)
 
—

 
(0.8
)
 
(52.2
)
General corporate and other expenses, net
(22.1
)
 
(18.1
)
 
(65.9
)
 
(56.3
)
Foreign currency gain (loss)
1.0

 
0.4

 
(3.3
)
 
(2.3
)
Investment income
1.7

 
4.1

 
8.3

 
11.7

Interest expense, net of capitalized interest
(7.6
)
 
(10.7
)
 
(28.0
)
 
(36.4
)
Income (loss) from continuing operations before taxes
41.9

 
38.7

 
248.1

 
(24.7
)
Provision (benefit) for income taxes
4.4

 
7.7

 
51.6

 
(5.6
)
Income (loss) from continuing operations
$
37.5

 
$
31.0

 
$
196.5

 
$
(19.1
)
Other operating charges and credits,net presented above includes both those items directly related to LP as well as those reflected in Equity in (income) loss of unconsolidated affiliates
NOTE 14 – POTENTIAL IMPAIRMENTS
LP continues to review certain operations and investments for potential impairments. LP’s management currently believes it has 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. As of September 30, 2013, there were no indications of impairment for the asset grouping that includes the company's indefinitely curtailed facilities. As of September 30, 2013, the fair value of facilities that have not been indefinitely curtailed are substantially in excess of its carrying value and supports the conclusion that no impairment is necessary for those facilities.
LP also reviews 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, LP may be required to record impairment charges in connection with decisions to dispose of assets.
NOTE 15 – CONTINGENCY RESERVES
LP maintains reserves for various contingent liabilities as follows: 
Dollar amounts in millions
September 30, 2013
 
December 31, 2012
Environmental reserves
$
13.9

 
$
14.1

Other reserves
0.5

 
0.7

Total contingency reserves
14.4

 
14.8

Current portion of contingency reserves
(2.0
)
 
(2.0
)
Long-term portion of contingency reserves
$
12.4

 
$
12.8

See Note 12 for discussion of environmental matters.

NOTE 16 – DEFINED BENEFIT PENSION PLANS
The following table sets forth the net periodic pension cost for LP’s defined benefit pension plans during the quarter ended September 30, 2013 and 2012. The net periodic pension cost included the following components:  
 
Quarter Ended September 30,
 
Nine Months Ended September 30,
Dollar amounts in millions
2013
 
2012
 
2013
 
2012
Service cost
$
0.8

 
$
0.9

 
$
2.5

 
$
2.7

Interest cost
3.2

 
3.7

 
9.7

 
11.0

Expected return on plan assets
(4.1
)
 
(4.3
)
 
(12.4
)
 
(12.7
)
Amortization of prior service cost
0.1

 
0.1

 
0.2

 
0.2

Amortization of net loss
1.8

 
1.7

 
5.5

 
5.0

Net periodic pension cost
$
1.8

 
$
2.1

 
$
5.5

 
$
6.2

During the nine months ended September 30, 2013, LP made $3.2 million in pension contributions for LP’s Canadian defined benefit plans. LP presently anticipates making approximately $1.9 million in additional pension contributions for the plans during the remainder of 2013.
NOTE 17 – GUARANTEES AND INDEMNIFICATIONS
LP is a party to contracts in which LP agrees to indemnify third parties for certain liabilities that arise out of or relate to the subject matter of the contract. In some cases, this indemnity extends to liabilities arising out of the negligence of the indemnified parties, but usually excludes any liabilities caused by gross negligence or willful misconduct of the indemnified parties. LP cannot estimate the potential amount of future payments under these agreements until

19


events arise that would trigger the liability. See Note 21 of the Notes to the financial statements included in LP’s Annual Report on Form 10-K for the year ended December 31, 2012 for further discussion of LP’s guarantees and indemnifications.
LP provides warranties on the sale of most of its 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 first nine months of 2013 and 2012 are summarized in the following table:
 
Quarter Ended September 30,
 
Nine Months Ended September 30,
Dollar amounts in millions
2013
 
2012
 
2013
 
2012
Beginning balance
$
21.0

 
$
26.5

 
$
21.4

 
$
30.3

Accrued to expense
0.4

 
0.4

 
0.7

 
0.9

Adjusted to other operating credits and charges
2.0

 
1.0

 
6.1

 
1.0

Payments made
(3.8
)
 
(4.5
)
 
(8.6
)
 
(8.8
)
Total warranty reserves
19.6

 
23.4

 
19.6

 
23.4

Current portion of warranty reserves
(12.0
)
 
(12.0
)
 
(12.0
)
 
(12.0
)
Long-term portion of warranty reserves
$
7.6

 
$
11.4

 
$
7.6

 
$
11.4

LP increased the warranty reserves related to CanExel siding products by $2.0 million and $6.1 million for the third quarter and the first nine months of 2013. The additional reserves reflect revised estimates of future claim payments based upon an increase in Canexel warranty claims related to a specific geographic location and for a specific time period. LP continues to monitor warranty and other claims associated with these products and believes as of September 30, 2013 that the reserves associated with these matters are adequate. However, it is possible that additional charges 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 LP’s Condensed Consolidated Balance Sheets.
NOTE 18 - OTHER COMPREHENSIVE INCOME

In February 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-02 "Reporting of Amounts Reclassified Out of Accumulated Comprehensive Income." The amendments do not change the current requirement for reporting net income or other comprehensive income in financial statements; however, the amendment requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. The new disclosure requirements were effective for all periods beginning after December 15, 2012 and adopted by LP effective January 1, 2013. The adoption of the amendments concerns presentation and disclosure only and did not have an impact on LP's consolidated financial statements.

Other comprehensive income activity, net of tax, is provided in the following table for the quarter ended September 30, 2013:
Dollar amounts in millions
 
Foreign currency translation adjustments
 
Pension adjustments
 
Unrealized gain (loss) on derivative instruments
 
Unrealized gain (loss) on investments
 
Other
 
Total
Balance at June 30, 2013
 
$
(14.7
)
 
$
(96.0
)
 
$
(0.3
)
 
$
2.2

 
$
(2.0
)
 
$
(110.8
)
Other comprehensive income before reclassifications
 
0.3

 
2.3

 
(0.1
)
 
(0.2
)
 
—

 
$
2.3

Amounts reclassified from accumulated comprehensive income
 
—

 
(1.3
)
 
—

 
—

 
—

 
$
(1.3
)
Net current-period other comprehensive income
 
0.3

 
1.0

 
(0.1
)
 
(0.2
)
 
—

 
1.0

Balance at September 30, 2013
 
$
(14.4
)
 
$
(95.0
)
 
$
(0.4
)
 
$
2.0

 
$
(2.0
)
 
$
(109.8
)


20


Reclassifications from accumulated other comprehensive loss for the quarter ended September 30, 2013 are summarized, in millions of dollars, in the following table:
Details about accumulated other comprehensive income components
 
Amount reclassified from accumulated comprehensive income
 
Affected line item in the statement where net income (loss) is presented
Amortization of defined benefit pension plans
 
 
 
 
     Prior service cost
 
$
0.1

 
(a) 
     Actuarial loss
 
1.8

 
(a) 
     Transition obligation
 
(0.1
)
 
(a) 
 
 
1.8

 
Total before tax
 
 
0.5

 
Tax (provision) benefit
Total reclassifications for the quarter ended September 30, 2013
 
$
1.3

 
Net of tax

____________
(a) These accumulated other comprehensive income components are included in the computation of net periodic pension cost, see Note 16 for additional details. The net periodic pension cost is included in Cost of sales and Selling and administrative line items in the Consolidated Statements of Income.

Other comprehensive income activity, net of tax, is provided in the following table for the nine months ended September 30, 2013:
Dollar amounts in millions
 
Foreign currency translation adjustments
 
Pension adjustments
 
Unrealized gain (loss) on derivative instruments
 
Unrealized gain (loss) on investments
 
Other
 
Total
Balance at December 31, 2012
 
$
(7.6
)
 
$
(99.0
)
 
$
(0.3
)
 
$
1.0

 
$
(2.0
)
 
$
(107.9
)
Other comprehensive income before reclassifications
 
(6.8
)
 
8.0

 
(0.1
)
 
1.0

 
—

 
2.1

Amounts reclassified from accumulated comprehensive income
 
—

 
(4.0
)
 
—

 
—

 
—

 
(4.0
)
Net current-period other comprehensive income
 
(6.8
)
 
4.0

 
(0.1
)
 
1.0

 
—

 
(1.9
)
Balance at September 30, 2013
 
$
(14.4
)
 
$
(95.0
)
 
$
(0.4
)
 
$
2.0

 
$
(2.0
)
 
$
(109.8
)

 
Reclassifications from accumulated other comprehensive loss for the nine months ended September 30, 2013 are summarized, in millions of dollars, in the following table:
Details about accumulated other comprehensive income components
 
Amount reclassified from accumulated comprehensive income
 
Affected line item in the statement where net income (loss) is presented
Amortization of defined benefit pension plans
 
 
 
 
     Prior service cost
 
$
0.2

 
(a) 
     Actuarial loss
 
5.5

 
(a) 
     Transition obligation
 
(0.2
)
 
(a) 
 
 
5.5

 
Total before tax
 
 
1.5

 
Tax (provision) benefit
Total reclassifications for the nine months ended September 30, 2013
 
$
4.0

 
Net of tax

____________
(a) These accumulated other comprehensive income components are included in the computation of net periodic pension cost, see Note 16 for additional details. The net periodic pension cost is included in Cost of sales and Selling and administrative line items in the Consolidated Statements of Income.

21



NOTE 19 - ACQUISITION OF PEACE VALLEY OSB
On May 31, 2013, LP acquired full control of the Peace Valley OSB joint venture in which LP previously maintained a 50% interest. Peace Valley OSB's results of operations have been fully consolidated in all periods subsequent to May 31, 2013. Since LP previously served as the exclusive distributor of all OSB produced by this venture, this acquisition will not have a material impact on LP's consolidated net sales.
Due to the pre-existing 50% ownership interest in Peace Valley OSB, this acquisition was accounted for as a step acquisition in accordance with ASC 805, Business Combinations (“ASC 805”). Accordingly, LP recognized a gain of $35.9 million in connection with this transaction to record its 50% ownership interest in Peace Valley at fair value on the acquisition date. The fair value of LP's existing 50% interest ($95.9 million) was determined using a combination of the income and market approach. In completing this valuation, management considered future earnings and cash flow potential of the business, earnings multiples, and recent market transactions of similar businesses. This gain is included in "Non-operating income (expense)."
The purchase price of the 50% acquired interest was $74.6 million (including working capital) paid in cash. Additionally, as part of the purchase consideration, LP agreed to pay contingent consideration equal to a pre-defined percentage of the operation's earnings before interest, taxes, depreciation and amortization (EBITDA) over a pre-defined threshold for each of the next three years. As of May 31, 2013, the fair value of the contingent consideration payable was valued at $24.3 million and was recorded in “accounts payable and accrued liabilities” and “other long term liabilities”. The fair value of the contingent consideration payable will be remeasured at the end of each reporting period. During the third quarter of 2013, the fair value of the contingent consideration payable was remeasured and reduced by $17.3 million due to the decline in projected OSB prices and therefore resulting reduction in the estimated EBITDA of the operation.
Including the 50% interest previously owned by LP, LP acquired net assets of $194.8 million, consisting of $22.7 million in current assets, $146.4 million in fixed asset, $43.8 million of intangible assets (comprised of $34.1 million of timber licenses and $9.7 million of goodwill) and $8.7 million in current liabilities and $9.4 million in long term liabilities. Certain information about Peace Valley OSB (e.g., pro forma financial information and allocation of purchase price) is not presented because such information is not material to LP's results of operations and financial position.
While LP uses its best estimates and assumptions as part of the purchase price allocation process to value assets acquired and liabilities assumed at the business combination date, its estimates and assumptions are subject to refinement. As a result, during the preliminary purchase price allocation period, which may be up to one year from

22


the business combination date, LP may record adjustments to the assets acquired and liabilities assumed with a corresponding offset to goodwill. LP will record adjustments to assets acquired or liabilities assumed subsequent to the measurement period in its operating results in the period in which the adjustments were determined.
NOTE 20 - PROPOSED ACQUISITION OF AINSWORTH LUMBER CO. LTD.

LP announced that it signed an Arrangement Agreement (the “Arrangement Agreement”) with Ainsworth Lumber Co. Ltd., a British Columbia corporation (“Ainsworth”), providing an arrangement under British Columbia law whereby a wholly owned subsidiary of the Company will acquire all of the outstanding shares of Ainsworth capital stock in exchange for 0.114 shares of LP common stock (“LP Shares”) and C$1.94 in cash per Ainsworth common share (“Ainsworth Shares”) subject to certain terms and conditions. Although the Arrangement Agreement provides for Ainsworth shareholders to elect among cash consideration, share consideration and mixed consideration, proration provisions will ensure that the aggregate amounts of cash and LP Shares issued in the Transaction are fixed at approximately C$467.0 million and 27.5 million LP Shares, respectively.

On November 1, 2013, we entered into a commitment letter (the "Commitment Letter") with American AgCredit, FLCA ("AAC"), CoBank, ACB ("CoBank"), Farm Credit Services of America, PCA ("FCSA"), and AgFirst Farm Credit Bank ("AgFirst") pursuant to which AAC and FCSA (collectively, the "Lenders") have severally committed to provide senior secured revolving financing to the Company in an aggregate amount of up to $200 million on the terms and subject to the conditions set forth therein. The proceeds of the facility will be used by us to fund a portion of the purchase price for the previously announced acquisition (the "Acquisition") by the Company of Ainsworth Lumber Company Ltd. ("Ainsworth") and will otherwise be available for working capital purposes.  The obligations of the Lenders to provide such financing are subject to the execution and delivery of mutually acceptable definitive loan documents, which are expected to contain customary representations, warranties, covenants and events of default, including a minimum liquidity covenant and a maximum capitalization ratio covenant. The commitments of the Lenders will expire on, and definitive loan documents must be executed and delivered by, December 2, 2013.  The consummation of the Acquisition is not a condition to the closing of the financing.
As of November 5, 2013, LP anticipates the Transaction to be completed in either late fourth quarter of 2013 or early first quarter 2014, subject to the receipt of required regulatory approvals.

NOTE 21 - GOODWILL AND OTHER INTANGIBLE ASSETS

Changes in goodwill for the third quarter and the nine months ended September 30, 2013 are provided in the following table:
Dollar amounts in millions
 
2013
Beginning balance, December 31, 2012
 
$
—

Additions
 
9.7

Total goodwill
 
$
9.7


LP has recorded other intangible assets in its Consolidated Balance Sheets, as follows:
Dollar amounts in millions
 
September 30, 2013
 
December 31, 2012
Timber licenses (recorded as part of Timber and timberlands)
 
$
69.0

 
$
36.6

Customer relationships, net of amortization
 
—

 
0.5

Other
 
0.1

 
0.1

Total
 
$
69.1

 
$
37.2


Customer relationships and other intangibles are included in Other assets in the Consolidated Balance Sheet.

Amortization of the above intangible assets over the next five years is as follows:
Dollar amounts in millions
 
2013
$
2.9

2014
2.9

2015
3.6

2016
3.6

2017
3.6


During the second quarter of 2013, LP completed the acquisition of the Peace Valley OSB joint venture. The acquisition resulted in the recognition of $9.7 million of goodwill and included timber licenses of $34.1 million. See Note 19 for further discussion.


23


NOTE 22 - DISCONTINUED OPERATIONS

Over the last several years, 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.

During the third quarter of 2013, LP sold its moulding operations. Sales and operating profit included in discontinued operations are as follows:
Dollars amounts in millions
 
Quarter Ended September 30,
 
Nine Months Ended September 30,
 
 
2013
 
2012
 
2013
 
2012
Sales
 
$
4.1

 
$
5.8

 
$
16.1

 
$
20.2

Operating profit
 
1.0

 
0.5

 
1.6

 
2.8


A gain of $1.7 million on the sale of the moulding operations was recognized in the third quarter of 2013, and is included in discontinued operations on the Consolidated Statement of Income.

24


Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
GENERAL
Our products are used primarily in new home construction, repair and remodeling, and manufactured housing. 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 our markets, we operate in four segments: Oriented Strand Board (OSB), Siding, Engineered Wood Products (EWP) and South America.
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 20% lower for the third quarter of 2013 than for the same period in 2012.
For additional factors affecting our results, refer to the Management Discussion and Analysis overview contained in our Annual Report on Form 10-K for the year ended December 31, 2012 and to “About Forward-Looking Statements” and “Risk Factors” in this report.
PLANNED ACQUISTION OF AINSWORTH LUMBER CO. LTD.
On September 4, 2013, LP announced that it had signed an Arrangement Agreement (the “Arrangement Agreement”) with Ainsworth Lumber Co. Ltd., a British Columbia corporation (“Ainsworth”), providing an arrangement under British Columbia law whereby a wholly owned subsidiary of the Company will acquire all of the outstanding shares of Ainsworth capital stock in exchange for 0.114 shares of LP common stock (“LP Shares”) and C$1.94 in cash per Ainsworth common share (“Ainsworth Shares”) on the terms and subject to the conditions set forth therein (the “Transaction”). Although the Arrangement Agreement provides for Ainsworth shareholders to elect among cash consideration, share consideration and mixed consideration, proration provisions will ensure that the aggregate amounts of cash and LP Shares issued in the Transaction are fixed at approximately C$467 million and 27.5 million LP Shares, respectively.

The requisite approvals of the Transaction by Ainsworth shareholders and the Supreme Court of British Columbia were obtained on October 29, 2013 and October 31, 2013. As of November 5, 2013, the consummation of the Transaction remained subject to other customary closing conditions, including the receipt of regulatory approvals (which include the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the issuance of rulings and approvals required under Canadian competition laws and the Investment Canada Act). LP and Ainsworth have agreed to endeavor to cause all closing conditions (including the receipt of regulatory approvals) to be satisfied, which under certain circumstances could require the taking of actions that could adversely affect the value of the Transaction to us.

The Arrangement Agreement also contains certain termination rights for each of the Company and Ainsworth. Either party may terminate the Arrangement Agreement if: (i) the parties mutually agree; (ii) the Transaction has not been consummated by March 4, 2014 (subject to extension in certain circumstances); (iii) a governmental authority issues a law or order prohibiting the Transaction; (iv) the other party materially breaches its representations, warranties or covenants such that the applicable closing condition would not to be satisfied; or (v) the other party has incurred a Material Adverse Effect (as defined in the Arrangement Agreement).
We have entered into debt financing commitments for the purpose of financing a portion of the purchase price payable in the Transactions and related fees and expenses. The obligations of the lenders to provide debt financing under the debt commitments are subject to customary conditions.
On October 17, 2013, Ainsworth issued a press release announcing that it had received the requisite consents in connection with its consent solicitation (the "Consent Solicitation") from holders of Ainsworth's 7.5% Senior Secured Notes due 2017 (the "Notes") .  The press release also announced that Ainsworth has entered into a supplemental indenture relating to the Notes, which modified certain definitions in the indenture relating to the Notes (the "Indenture") so that the proposed acquisition by Louisiana-Pacific Corporation (“LP”) of all of the

25


outstanding Ainsworth shares (the “Acquisition”) pursuant to the arrangement agreement entered into by LP and Ainsworth on September 4, 2013, and the designation by LP of members of Ainsworth’s board of directors upon and after the consummation of the Acquisition, will not constitute a “Change of Control” under the Indenture and Ainsworth will not be required to make a “Change of Control Offer” under the Indenture in connection with the Acquisition.
Subject to the satisfaction or waiver of the conditions set forth in the solicitation statement to be distributed by Ainsworth to holders of the Notes, LP will make the consent payments contemplated thereby as and when they become due.  Whether or not Ainsworth receives the consents necessary to implement the Proposed Amendments, promptly following the consummation of the Acquisition, LP will unconditionally guarantee the prompt payment and performance of the obligations of Ainsworth under the Indenture and the Notes.
As of November 5, 2013, LP anticipates the Transaction to be completed in either late fourth quarter of 2013 or early first quarter 2014, subject to the receipt of regulatory above mentioned approvals.
The Transaction is expected to have a material effect on  LP’s consolidated financial position, results of operations and cash flows.  For additional information, see the Ainsworth Lumber Co. Ltd. Notice of Special Meeting and Management Proxy Circular furnished as Exhibit 99.1 to LP's Current Report on Form 8-K dated September 30, 2013.  
CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES
Presented in Note 1 of the Notes to the financial statements included in LP’s Annual Report on Form 10-K for the year ended December 31, 2012 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 the third quarter of 2013, these significant accounting estimates and judgments include:
Legal Contingencies. Our estimates of loss contingencies for legal proceedings are based on various judgments and assumptions regarding the potential resolution or disposition of the underlying claims and associated costs. In making judgments and assumptions regarding legal contingencies for ongoing class action settlements, we consider, among other things, discernible trends in the rate of claims asserted and related damage estimates and information obtained through consultation with statisticians and economists, including statistical analysis of potential outcomes based on experience to date and the experience of third parties who have been subject to product-related claims judged to be comparable. Due to the numerous variables associated with these judgments and assumptions, both the precision and reliability of the resulting estimates of the related loss contingencies are subject to substantial uncertainties. We regularly monitor our estimated exposure to these contingencies and, as additional information becomes known, may change our estimates significantly.
Environmental Contingencies. Our estimates of loss contingencies for environmental matters are based on various judgments and assumptions. These estimates typically reflect judgments and assumptions relating 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 judgments and assumptions relating to the obligation or willingness and ability of third parties to bear a proportionate or allocated share of the cost of these activities, including third parties who purchased assets from us subject to environmental liabilities. We consider the ability of third parties to pay their apportioned cost when developing our estimates. In making these judgments and assumptions related to the development of our loss contingencies, we consider, among other things, the activity to date at particular sites, information obtained through consultation with applicable regulatory authorities and third-party consultants and contractors and our historical experience at other sites that are judged to be comparable. Due to the numerous variables associated with these judgments and assumptions, 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. At September 30, 2013, we excluded from our estimates approximately $2.1 million of potential environmental liabilities that we estimate will be allocated to third parties pursuant to existing and anticipated future cost sharing arrangements.

26


Impairment of Long-Lived Assets. We review the long-lived assets held and used by us (primarily property, plant and equipment and timber and timberlands) for impairment when events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. We consider the necessity of undertaking such a review at least quarterly, and also when certain events or changes in circumstances occur. Events and changes in circumstances that may necessitate such a review include, but are not limited to: a significant decrease in the market price of a long-lived asset or group of long-lived assets; a significant adverse change in the extent or manner in which a long-lived asset or group of long-lived assets is being used or in its physical condition; a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset or group of long-lived assets, including an adverse action or assessment by a regulator; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset or group of long-lived assets; current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or group of long-lived assets; and current expectation that, more likely than not, a long-lived asset or group of long-lived assets will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. Identifying these events and changes in circumstances, and assessing their impact on the appropriate valuation of the affected assets under accounting principles generally accepted in the U.S., requires us to make judgments, assumptions and estimates.
In general, for assets held and used in our operations, impairments are recognized when the carrying amount of the long-lived asset or groups of long-lived assets is not recoverable and exceeds the fair value of the asset or group of assets. The carrying amount of a long-lived asset or groups of long-lived assets is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the assets or group of assets. The key assumptions in estimating these cash flows relate to future production volumes, pricing of commodity or specialty products and future estimates of expenses to be incurred as reflected in our long-range internal planning models. Our assumptions regarding pricing are based upon the average pricing over the commodity cycle (generally five years) due to the inherent volatility of commodity product pricing, and reflect our assessment of information gathered from industry research firms, research reports published by investment analysts and other published forecasts. Our assumptions regarding expenses reflect our expectation that we will continue to reduce production costs to offset inflationary impacts.
When impairment is indicated for assets held and used in our operations, the book values of the affected assets are written down to their estimated fair value, which is generally based upon discounted future cash flows associated with the affected assets. When impairment is indicated for assets to be disposed of, the book values of the affected assets are written down to their estimated fair value, less estimated selling costs. Consequently, a determination to dispose of particular assets can require us to estimate the net sales proceeds expected to be realized upon such disposition, which may be less than the estimated undiscounted future net cash flows associated with such assets prior to such determination, and thus require an impairment charge. In situations where we have experience in selling assets of a similar nature, we may estimate net sales proceeds on the basis of that experience. In other situations, we hire independent appraisers to estimate net sales proceeds.
Due to the numerous variables associated with our judgments and assumptions relating to the valuation of assets in these circumstances, and the effects of changes in circumstances affecting these valuations, both the precision and reliability of the resulting estimates of the related impairment charges are subject to substantial uncertainties and, as additional information becomes known, we may change our estimates significantly.
Income Taxes. The determination of the provision for income taxes, and the resulting current and deferred tax assets and liabilities, involves significant management judgment, and is based upon information and estimates available to management at the time of such determination. The final income tax liability to any taxing jurisdiction with respect to any calendar year will ultimately be determined long after our financial statements have been published for that year. We maintain reserves for known estimated tax exposures in federal, state and international jurisdictions; however, actual results may differ materially from our estimates.
Judgment is also applied in determining whether deferred tax assets will be realized in full or in part. When we consider it to be more likely than not that all or some portion of a deferred tax asset will not be realized, a valuation allowance is established for the amount of the deferred tax asset that is estimated not to be realizable. As of September 30, 2013, we had established valuation allowances against certain deferred tax assets, primarily related to state and foreign carryovers of net operating losses, credits and capital losses. We have not established valuation

27


allowances against other deferred tax assets based upon deferred tax liabilities which we anticipate to reverse within the carry forward period. Accordingly, changes in facts or circumstances affecting the likelihood of realizing a deferred tax asset could result in the need to record additional valuation allowances.
Pension Plans. Most of our U.S. employees and many of our Canadian employees participate in defined benefit pension plans sponsored by LP. We account for the consequences of our sponsorship of these plans in accordance with accounting principles generally accepted in the U.S., which require us to make actuarial assumptions that are used to calculate the related assets, liabilities and expenses recorded in our financial statements. While we believe we have a reasonable basis for these assumptions, which include assumptions regarding long-term rates of return on plan assets, life expectancies, rates of increase in salary levels, rates at which future values should be discounted to determine present values and other matters, the amounts of our pension related assets, liabilities and expenses recorded in our financial statements would differ if we used other assumptions.
Workers’ Compensation. We are self insured for most of our U.S. employees’ workers compensation claims. We account for these plans in accordance with accounting principles generally accepted in the U.S., which require us to make actuarial assumptions that are used to calculate the related assets, liabilities and expenses recorded in our financial statements. While we believe we have a reasonable basis for these assumptions, which include assumptions regarding rates at which future values should be discounted to determine present values, expected future health care costs and other matters, the amounts of our liabilities and related expenses recorded in our financial statements would differ if we used other assumptions.
Warranty Obligations. Customers are provided with a limited warranty against certain defects associated with our products for periods of up to fifty years. We estimate the costs to be incurred under these warranties and record a liability in the amount of such costs at the time product revenue is recognized. Factors that affect our warranty liability include the historical and anticipated rates of warranty claims and the cost of resolving such. We periodically assess the adequacy of our recorded warranty liability for each product and adjust the amounts as necessary. While we believe we have a reasonable basis for these assumptions, actual warranty costs in the future could differ from our estimates.
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 on Form 10-Q, we disclose 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 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 charges and credits, net, cost of acquisitions, depreciation included in equity in (income) loss of unconsolidated affiliates and investment income. Neither EBITDA from continuing operations nor Adjusted EBITDA from continuing operations is a substitute for the GAAP measures of net income or operating cash flows or for any other GAAP measures of operating performance or liquidity.
We have included EBITDA from continuing operations and Adjusted EBITDA from continuing operations in this report on Form 10-Q because we use them as important supplemental measures of our performance and believe that 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 that 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 (benefit) expense and depreciation and amortization which are necessary to operate our business or which we otherwise incurred or experienced in connection with the operation of our business.
The following table represents significant items by operating segment and reconciles income (loss) from continuing operations to Adjusted EBITDA from continuing operations:

28


 
Three Months Ended September 30, 2013 (Dollar amounts in millions)
OSB
 
Siding
 
EWP
 
South America
 
Other
 
Corporate
 
Total
Sales
$
245.4

 
$
149.0

 
$
71.8

 
$
41.5

 
$
3.9

 
$
(4.2
)
 
$
507.4

Depreciation and amortization
15.2

 
4.1

 
3.1

 
3.0

 
—

 
0.4

 
25.8

Cost of sales and selling and administrative
200.0

 
122.4

 
71.3

 
33.2

 
5.4

 
17.5

 
449.8

Loss on sale or impairment of long lived assets
—

 
—

 
—

 
—

 
—

 
0.3

 
0.3

Other operating credits and charges, net
—

 
—

 
—

 
—

 
—

 
(16.1
)
 
(16.1
)
Total operating costs
215.2

 
126.5

 
74.4

 
36.2

 
5.4

 
2.1

 
459.8

Income (loss) from operations
30.2

 
22.5

 
(2.6
)
 
5.3

 
(1.5
)
 
(6.3
)
 
47.6

Total non-operating expense
—

 
—

 
—

 
—

 
—

 
(5.7
)
 
(5.7
)
Income (loss) before income taxes and equity in (income) loss of unconsolidated affiliates
30.2

 
22.5

 
(2.6
)
 
5.3

 
(1.5
)
 
(12.0
)
 
41.9

Provision for income taxes
—

 
—

 
—

 
—

 
—

 
4.4

 
4.4

Equity in (income) loss of unconsolidated affiliates
—

 
—

 
(0.6
)
 
—

 
0.6

 
—

 
—

Income (loss) from continuing operations
$
30.2

 
$
22.5

 
$
(2.0
)
 
$
5.3

 
$
(2.1
)
 
$
(16.4
)
 
$
37.5

Reconciliation of income (loss) from continuing operations to adjusted EBITDA from continuing operations
 
 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
30.2

 
$
22.5

 
$
(2.0
)
 
$
5.3

 
$
(2.1
)
 
$
(16.4
)
 
$
37.5

Provision for income taxes
—

 
—

 
—

 
—

 
—

 
4.4

 
4.4

Interest expense, net of capitalized interest
—

 
—

 
—

 
—

 
—

 
7.6

 
7.6

Depreciation and amortization
15.2

 
4.1

 
3.1

 
3.0

 
—

 
0.4

 
25.8

EBITDA from continuing operations
45.4

 
26.6

 
1.1

 
8.3

 
(2.1
)
 
(4.0
)
 
75.3

Stock based compensation expense
0.2

 
0.2

 
0.2

 
—

 
—

 
1.8

 
2.4

Loss on sale or impairment of long lived assets
—

 
—

 
—

 
—

 
—

 
0.3

 
0.3

Investment income
—

 
—

 
—

 
—

 
—

 
(1.7
)
 
(1.7
)
Expenses associated with proposed acquisition of Ainsworth Lumber Co. Ltd.
—

 
—

 
—

 
—

 
—

 
3.0

 
3.0

Other operating credits and charges, net
—

 
—

 
—

 
—

 
—

 
(16.1
)
 
(16.1
)
Early debt extinguishment
—

 
—

 
—

 
—

 
—

 
0.8

 
0.8

Depreciation included in equity in (income) loss of unconsolidated affiliates
—

 
—

 
—

 
—

 
0.8

 
—

 
0.8

Adjusted EBITDA from continuing operations
$
45.6

 
$
26.8

 
$
1.3

 
$
8.3

 
$
(1.3
)
 
$
(15.9
)
 
$
64.8


29


Three Months Ended September 30, 2012
(Dollar amounts in millions)
OSB
 
Siding
 
EWP
 
South America
 
Other
 
Corporate
 
Total
Sales
$
226.6

 
$
134.1

 
$
61.5

 
$
42.0

 
$
3.4

 
$
(5.5
)
 
$
462.1

Depreciation and amortization
8.2

 
3.9

 
3.1

 
3.3

 
—

 
0.3

 
18.8

Cost of sales and selling and administrative
172.4

 
109.9

 
61.2

 
34.2

 
4.9

 
12.3

 
394.9

Loss on sale or impairment of long lived assets
—

 
—

 
—

 
—

 
—

 
4.3

 
4.3

Other operating credits and charges, net
—

 
—

 
—

 
—

 
—

 
1.2

 
1.2

Total operating costs
180.6

 
113.8

 
64.3

 
37.5

 
4.9

 
18.1

 
419.2

Income (loss) from operations
46.0

 
20.3

 
(2.8
)
 
4.5

 
(1.5
)
 
(23.6
)
 
42.9

Total non-operating expense
—

 
—

 
—

 
—

 
—

 
(6.2
)
 
(6.2
)
Income (loss) before income taxes and equity in (income) loss of unconsolidated affiliates
46.0

 
20.3

 
(2.8
)
 
4.5

 
(1.5
)
 
(29.8
)
 
36.7

Provision for income taxes
—

 
—

 
—

 
—

 
—

 
7.7

 
7.7

Equity in (income) loss of unconsolidated affiliates
(3.3
)
 
—

 
0.2

 
—

 
1.1

 
—

 
(2.0
)
Income (loss) from continuing operations
$
49.3

 
$
20.3

 
$
(3.0
)
 
$
4.5

 
$
(2.6
)
 
$
(37.5
)
 
$
31.0

Reconciliation of income (loss) from continuing operations to adjusted EBITDA from continuing operations
 
 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
49.3

 
$
20.3

 
$
(3.0
)
 
$
4.5

 
$
(2.6
)
 
$
(37.5
)
 
$
31.0

Provision for income taxes
—

 
—

 
—

 
—

 
—

 
7.7

 
7.7

Interest expense, net of capitalized interest
—

 
—

 
—

 
—

 
—

 
10.7

 
10.7

Depreciation and amortization
8.2

 
3.9

 
3.1

 
3.3

 
—

 
0.3

 
18.8

EBITDA from continuing operations
57.5

 
24.2

 
0.1

 
7.8

 
(2.6
)
 
(18.8
)
 
68.2

Stock based compensation expense
0.2

 
0.1

 
0.1

 
—

 
—

 
1.4

 
1.8

Loss on sale or impairment of long lived assets
—

 
—

 
—

 
—

 
—

 
4.3

 
4.3

Investment income
—

 
—

 
—

 
—

 
—

 
(4.1
)
 
(4.1
)
Other operating credits and charges, net
—

 
—

 
—

 
—

 
—

 
1.2

 
1.2

Depreciation included in equity in (income) loss of unconsolidated affiliates
2.1

 
—

 
0.1

 
—

 
0.9

 
—

 
3.1

Adjusted EBITDA from continuing operations
$
59.8

 
$
24.3

 
$
0.3

 
$
7.8

 
$
(1.7
)
 
$
(16.0
)
 
$
74.5


30


Nine Months Ended September 30, 2013 (Dollar amounts in millions)
OSB
 
Siding
 
EWP
 
South America
 
Other
 
Corporate
 
Total
Sales
$
838.3

 
$
435.5

 
$
196.1

 
$
130.9

 
$
10.3

 
$
(5.6
)
 
$
1,605.5

Depreciation and amortization
34.2

 
12.4

 
9.0

 
8.1

 
—

 
1.3

 
65.0

Cost of sales and selling and administrative
595.8

 
352.8

 
196.1

 
105.0

 
13.9

 
61.7

 
1,325.3

Gain on sale or impairment of long lived assets
—

 
—

 
—

 
—

 
—

 
(0.4
)
 
(0.4
)
Other operating credits and charges, net
—

 
—

 
—

 
—

 
—

 
(9.1
)
 
(9.1
)
Total operating costs
630.0

 
365.2

 
205.1

 
113.1

 
13.9

 
53.5

 
1,380.8

Income (loss) from operations
208.3

 
70.3

 
(9.0
)
 
17.8

 
(3.6
)
 
(59.1
)
 
224.7

Total non-operating expense
—

 
—

 
—

 
—

 
—

 
12.1

 
12.1

Income (loss) before income taxes and equity in (income) loss of unconsolidated affiliates
208.3

 
70.3

 
(9.0
)
 
17.8

 
(3.6
)
 
(47.0
)
 
236.8

Provision for income taxes
—

 
—

 
—

 
—

 
—

 
51.6

 
51.6

Equity in (income) loss of unconsolidated affiliates
(15.4
)
 
—

 
1.6

 
—

 
2.5

 
—

 
(11.3
)
Income (loss) from continuing operations
$
223.7

 
$
70.3

 
$
(10.6
)
 
$
17.8

 
$
(6.1
)
 
$
(98.6
)
 
$
196.5

Reconciliation of income (loss) from continuing operations to adjusted EBITDA from continuing operations
 
 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
223.7

 
$
70.3

 
$
(10.6
)
 
$
17.8

 
$
(6.1
)
 
$
(98.6
)
 
$
196.5

Provision for income taxes
—

 
—

 
—

 
—

 
—

 
51.6

 
51.6

Interest expense, net of capitalized interest
—

 
—

 
—

 
—

 
—

 
28.0

 
28.0

Depreciation and amortization
34.2

 
12.4

 
9.0

 
8.1

 
—

 
1.3

 
65.0

EBITDA from continuing operations
257.9

 
82.7

 
(1.6
)
 
25.9

 
(6.1
)
 
(17.7
)
 
341.1

Stock based compensation expense
0.7

 
0.5

 
0.4

 
—

 
—

 
5.0

 
6.6

Gain on sale or impairment of long lived assets
—

 
—

 
—

 
—

 
—

 
(0.4
)
 
(0.4
)
Investment income
—

 
—

 
—

 
—

 
—

 
(8.3
)
 
(8.3
)
Expenses associated with proposed acquisition of Ainsworth Lumber Co. Ltd.
—

 
—

 
—

 
—

 
—

 
3.0

 
3.0

Gain on acquisition
—

 
—

 
—

 
—

 
—

 
(35.9
)
 
(35.9
)
Other operating credits and charges, net
—

 
—

 
—

 
—

 
—

 
(9.1
)
 
(9.1
)
Other operating credits and charges associated with unconsolidated affiliates
—

 
—

 
—

 
—

 
—

 
2.7

 
2.7

Early debt extinguishment
—

 
—

 
—

 
—

 
—

 
0.8

 
0.8

Depreciation included in equity in (income) loss of unconsolidated affiliates
3.4

 
—

 
0.1

 
—

 
2.4

 
—

 
5.9

Adjusted EBITDA from continuing operations
$
262.0

 
$
83.2

 
$
(1.1
)
 
$
25.9

 
$
(3.7
)
 
$
(59.9
)
 
$
306.4


31


Nine Months Ended September 30, 2012 (Dollar amounts in millions)
OSB
 
Siding
 
EWP
 
South America
 
Other
 
Corporate
 
Total
Sales
$
571.0

 
$
384.2

 
$
161.8

 
$
127.1

 
$
10.1

 
$
(16.9
)
 
$
1,237.3

Depreciation and amortization
25.2

 
12.0

 
8.3

 
8.9

 
0.1

 
1.0

 
55.5

Cost of sales and selling and administrative
481.0

 
315.8

 
162.6

 
107.0

 
14.2

 
38.4

 
1,119.0

Loss on sale or impairment of long lived assets
—

 
—

 
—

 
—

 
—

 
4.5

 
4.5

Other operating credits and charges, net
—

 
—

 
—

 
—

 
—

 
1.2

 
1.2

Total operating costs
506.2

 
327.8

 
170.9

 
115.9

 
14.3

 
45.1

 
1,180.2

Income (loss) from operations
64.8

 
56.4

 
(9.1
)
 
11.2

 
(4.2
)
 
(62.0
)
 
57.1

Total non-operating expense
—

 
—

 
—

 
—

 
—

 
(79.2
)
 
(79.2
)
Income (loss) before income taxes and equity in (income) loss of unconsolidated affiliates
64.8

 
56.4

 
(9.1
)
 
11.2

 
(4.2
)
 
(141.2
)
 
(22.1
)
Benefit for income taxes
—

 
—

 
—

 
—

 
—

 
(5.6
)
 
(5.6
)
Equity in (income) loss of unconsolidated affiliates
(1.2
)
 
—

 
0.2

 
—

 
3.6

 
—

 
2.6

Income (loss) from continuing operations
$
66.0

 
$
56.4

 
$
(9.3
)
 
$
11.2

 
$
(7.8
)
 
$
(135.6
)
 
$
(19.1
)
Reconciliation of income (loss) from continuing operations to adjusted EBITDA from continuing operations
 
 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
66.0

 
$
56.4

 
$
(9.3
)
 
$
11.2

 
$
(7.8
)
 
$
(135.6
)
 
$
(19.1
)
Benefit for income taxes
—

 
—

 
—

 
—

 
—

 
(5.6
)
 
(5.6
)
Interest expense, net of capitalized interest
—

 
—

 
—

 
—

 
—

 
36.4

 
36.4

Depreciation and amortization
25.2

 
12.0

 
8.3

 
8.9

 
0.1

 
1.0

 
55.5

EBITDA from continuing operations
91.2

 
68.4

 
(1.0
)
 
20.1

 
(7.7
)
 
(103.8
)
 
67.2

Stock based compensation expense
0.7

 
0.4

 
0.4

 
—

 
—

 
4.9

 
6.4

Loss on sale or impairment of long lived assets
—

 
—

 
—

 
—

 
—

 
4.5

 
4.5

Investment income
—

 
—

 
—

 
—

 
—

 
(11.7
)
 
(11.7
)
Early debt extinguishment
—

 
—

 
—

 
—

 
—

 
52.2

 
52.2

Other operating credits and charges, net
—

 
—

 
—

 
—

 
—

 
1.2

 
1.2

Depreciation included in equity in (income) loss of unconsolidated affiliates
6.1

 
—

 
0.4

 
—

 
2.8

 
—

 
9.3

Adjusted EBITDA from continuing operations
$
98.0

 
$
68.8

 
$
(0.2
)
 
$
20.1

 
$
(4.9
)
 
$
(52.7
)
 
$
129.1

RESULTS OF OPERATIONS
(Dollar amounts in millions, except per share amounts)
Our net income for the third quarter of 2013 was $38.1 million, or $0.26 per diluted share, on sales of $507.4 million, compared to $31.3 million, or $0.22 per diluted share, on sales of $462.1 million for the third quarter of 2012. For the third quarter of 2013, income from continuing operations was $37.5 million, or $0.26 per diluted share, compared to $31.0 million, or $0.22 per diluted share, for the third quarter of 2012.
Our net income for the first nine months of 2013 was $197.5 million, or $1.37 per diluted share, on sales of $1,605.5 million, compared to a net loss for the first nine months of 2012 of $17.3 million, or $0.13 per diluted share, on sales of $1,237.3 million. For the first nine months of 2013, income from continuing operations was $196.5 million, or $1.36 per diluted share, compared to a loss from continuing operations of $19.1 million, or $0.14 per diluted share.
Our results of operations for each of our segments are discussed below as well as for the “other” category, which comprises products that are not individually significant.
OSB
Our OSB segment manufactures and distributes commodity and value-added OSB structural panels.

32


Segment sales, operating income, and adjusted EBITDA from continuing operations for this segment are as follows:
 
Quarter Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
Change
 
2013
 
2012
 
Change
Net sales
$
245.4

 
$
226.6

 
8
 %
 
$
838.3

 
$
571.0

 
47
%
Operating income
30.2

 
49.3

 
(39
)%
 
223.7

 
66.0

 
239
%
Adjusted EBITDA from continuing operations
45.6

 
59.8

 
(24
)%
 
262.0

 
98.0

 
167
%
Percent changes in average sales prices and unit shipments for the third quarter and nine months ended September 30, 2013 compared to the third quarter and nine months ended September 30, 2012 are as follows:
 
Quarter Ended September 30,
2013 versus 2012
 
Nine Months Ended September 30,
2013 versus 2012
 
Average Net
Selling Price
 
Unit
Shipments
 
Average Net
Selling Price
 
Unit
Shipments
OSB
(5
)%
 
15
%
 
38
%
 
9
%
OSB prices decreased in the third quarter as compared to the prior year quarter likely due to less housing demand than forecast and increased supply due to mill startups. For the nine months ended September 30, 2013, OSB prices increased as compared to the corresponding period in 2012. The increase in OSB prices, for the nine month period, was likely due to strengthening of the relationship between regional supply and demand. For the quarter ended September 30, 2013, as compared to the corresponding period in 2012, the decrease in selling price unfavorably impacted operating results and EBITDA from continuing operations by approximately $13 million. The increase in selling price favorably impacted operating results and EBITDA from continuing operations by approximately $222 million for the nine month ended September 30, 2013 as compared to the comparable period in 2012. Sales volumes for the third quarter and for the nine month period showed an increase over the comparable period of 2012 due to improving housing demand.
Compared to the third quarter of 2012 operating income decreased due to lower OSB prices and startup costs incurred with preparing two of our temporary curtailed OSB mills to resume operations, which was partially offset by the increase in operating results from our Peace Valley mill. Peace Valley was recorded as an equity investment in the third quarter of 2012 and therefore only 50% of its earnings are reported as part of LP's operating income for that period. Compared to the first nine months of 2012, the primary factor for increased operating income was higher OSB sales prices. Offsetting this increase were costs incurred with preparing two of our temporarily curtailed OSB mills to resume operations and higher raw material costs.
SIDING
Our siding segment produces and markets wood-based siding and related accessories, together with commodity OSB products from one mill.
Segment sales, operating income and adjusted EBITDA from continuing operations for this segment are as follows:
 
Quarter Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
Change
 
2013
 
2012
 
Change
Net sales
$
149.0

 
$
134.1

 
11
%
 
$
435.5

 
$
384.2

 
13
%
Operating income
22.5

 
20.3

 
11
%
 
70.3

 
56.4

 
25
%
Adjusted EBITDA from continuing operations
26.8

 
24.3

 
10
%
 
83.2

 
68.8

 
21
%

33


Sales in this segment by product line are as follows:
 
Quarter Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
Change
 
2013
 
2012
 
Change
SmartSide Siding
$
124.1

 
$
105.0

 
18
 %
 
$
353.0

 
$
307.3

 
15
 %
Commodity OSB
10.6

 
12.7

 
(17
)%
 
40.3

 
31.6

 
28
 %
CanExel siding
14.3

 
16.4

 
(13
)%
 
42.2

 
45.3

 
(7
)%
Total
$
149.0

 
$
134.1

 
11
 %
 
$
435.5

 
$
384.2

 
13
 %
Percent changes in average sales prices and unit shipments for the quarter and nine months ended September 30, 2013 compared to the quarter and nine months ended September 30, 2012 are as follows:
 
Quarter Ended September 30,
2013 versus 2012
 
Nine Months Ended September 30,
2013 versus 2012
 
Average Net
Selling Price
 
Unit
Shipments
 
Average Net
Selling Price
 
Unit
Shipments
SmartSide Siding
3
 %
 
14
 %
 
2
 %
 
14
 %
Commodity OSB
(7
)%
 
(11
)%
 
41
 %
 
(10
)%
CanExel siding
1
 %
 
(13
)%
 
—
 %
 
(9
)%
For both the third quarter and nine months ended September 30, 2013 compared to the corresponding periods in 2012, sales volumes increased in our SmartSide siding line due to continued penetration in several key focus markets including retail, repair and remodel markets and sheds and increased housing demand. Sales prices in our SmartSide siding product line for the quarter and nine month periods ended September 30, 2013 as compared to the corresponding periods in 2012 increased due to a price increase as well as changes in product mix.
For CanExel, sales volume decreased in the third quarter and first nine months of 2013 as compared to the comparable periods in 2012 due to lower demand in both Canada and international sales, primarily to Europe. Sales prices increased during the third quarter of 2013 compared to the comparable period in 2012 due to product mix between Canada and international sales. Sales prices were flat for the nine month period of 2013 as compared to the corresponding period in 2012 due to product mix between Canada and international sales.
For the third quarter of 2013, sale prices decreased and for the first nine months of 2013, sales prices increased, as compared to the same periods in the prior year, for our commodity OSB products as discussed in the OSB segment above. The decrease in selling price unfavorably impacted operating results and adjusted EBITDA from continuing operations by approximately $1 million for the quarter and the increase in selling price favorably impacted operating results and adjusted EBITDA from continuing operations by approximately $10 million for the nine months ended September 30, 2013 as compared to the corresponding periods of 2012. Volumes of commodity OSB were lower for both the quarter and nine months ended September 30, 2013 as compared to the comparable period of 2012 due to increases in siding volume which reduced the production capacity for OSB.
Overall, the improvement in operating results for our siding segment for the quarter and nine month periods ended September 30, 2013, compared to the same periods in 2012, was primarily due to increased volumes in our SmartSide product line.
ENGINEERED WOOD PRODUCTS
Our engineered wood products (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 AbitibiBowater-LP or under a sales arrangement with a third party producer.

34


Segment sales, operating losses and adjusted EBITDA from continuing operations for this segment are as follows:
 
Quarter Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
Change
 
2013
 
2012
 
Change
Net sales
$
71.8

 
$
61.5

 
17
%
 
$
196.1

 
$
161.8

 
21
 %
Operating losses
(2.0
)
 
(3.0
)
 
33
%
 
(10.6
)
 
(9.3
)
 
(14
)%
Adjusted EBITDA from continuing operations
1.3

 
0.3

 
333
%
 
(1.1
)
 
(0.2
)
 
(450
)%
Sales in this segment by product line are as follows:
 
Quarter Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
Change
 
2013
 
2012
 
Change
LVL/LSL
$
34.9

 
$
29.0

 
20
%
 
$
93.8

 
79.5

 
18
%
I-Joist
24.5

 
21.0

 
17
%
 
65.9

 
53.5

 
23
%
Related products
12.4

 
11.5

 
8
%
 
36.4

 
28.8

 
26
%
Total
$
71.8

 
$
61.5

 
17
%
 
$
196.1

 
$
161.8

 
21
%
Percent changes in average sales prices and unit shipments for the quarter and nine months ended September 30, 2013 compared to the quarter and nine months ended September 30, 2012 are as follows:  
 
Quarter Ended September 30,
2013 versus 2012
 
Nine Months Ended September 30,
2013 versus 2012
 
Average Net
Selling Price
 
Unit
Shipments
 
Average Net
Selling Price
 
Unit
Shipments
LVL/LSL
3
%
 
17
%
 
3
%
 
15
%
I-Joist
11
%
 
5
%
 
9
%
 
12
%
For the quarter and nine months ended September 30, 2013, sales volumes of LVL/LSL and I-joists increased over the prior year due to improved market demand. Sales prices for LVL/LSL and I-joists for the quarter and nine months ended September 30, 2012 increased due to price increases implemented to offset higher raw material costs.
Our focus in the EWP segment continues to be on reductions in conversion costs, better geographic manufacturing and distribution, and maintaining key customer relationships. Included in this segment is a plywood operation, which primarily produces plywood as a by-product from the LVL production process.
For the quarter ended September 30, 2013, compared to the same period in 2012, the results of operations were higher due to improved market demand and price increases implemented. For the nine months ended September 30, 2013, compared to the same period in 2012, the results of operations were lower due to increases in raw material costs, primarily OSB and lumber, which were partially offset by increases in sales prices.
SOUTH AMERICA
Our South America segment manufactures and distributes OSB panels and siding products in South America and selected export markets. This segment operates in two countries, Chile and Brazil.
Segment sales, operating income and adjusted EBITDA from continuing operations for this segment are as follows:
 
Quarter Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
Change
 
2013
 
2012
 
Change
Net sales
$
41.5

 
$
42.0

 
(1
)%
 
$
130.9

 
$
127.1

 
3
%
Operating income
5.3

 
4.5

 
18
 %
 
17.8

 
11.2

 
59
%
Adjusted EBITDA from continuing operations
8.3

 
7.8

 
6
 %
 
25.9

 
20.1

 
29
%

35


Sales in this segment by production location were as follows:
 
Quarter Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
Change
 
2013
 
2012
 
Change
Chile
$
26.8

 
$
26.4

 
2
 %
 
$
89.3

 
$
86.0

 
4
%
Brazil
14.7

 
15.6

 
(6
)%
 
41.6

 
41.1

 
1
%
Total
$
41.5

 
$
42.0

 
(1
)%
 
$
130.9

 
$
127.1

 
3
%
Percent changes in average sales prices and unit shipments for the quarter and nine months ended September 30, 2013 compared to the quarter and nine months ended September 30, 2012 are as follows:  
 
Quarter Ended September 30,
2013 versus 2012
 
Nine Months Ended September 30,
2013 versus 2012
 
Average Net
Selling Price
 
Unit
Shipments
 
Average Net
Selling Price
 
Unit
Shipments
Chile
5
 %
 
(2
)%
 
5
 %
 
(2
)%
Brazil
(3
)%
 
(2
)%
 
(10
)%
 
(4
)%
For the quarter and nine month periods ended September 30, 2013, compared to the same period in 2012, sales volumes in Chile were lower due to increased imports from North America. For the same periods, sales volumes in Brazil are lower due to reduced production related to maintenance work completed on its press during the period.
Sales prices in Chile increased for both the quarter and nine month period ended September 30, 2013 as compared to the corresponding periods in 2012 due to price increases implemented. Sales prices in Brazil decreased for both the quarter and nine month period ended September 30, 2013 as compared to the corresponding periods in 2012 due to the impact of the fluctuations in the Brazilian real relative to the U.S. dollar as a majority of these sales are in local markets. Local currency selling prices in Chile increased for the quarter by 10% and for the nine month period by 5% and local currency selling prices in Brazil increased 8% for the third quarter and 13% for the nine month period as compared to the corresponding periods in 2012.
OTHER PRODUCTS
Our other products segment includes our joint venture that produces and sells cellulose insulation. This category also includes 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 September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
Change
 
2013
 
2012
 
Change
Net sales
$
3.9

 
$
3.4

 
15
 %
 
$
10.3

 
$
10.1

 
2
%
Operating losses
(2.1
)
 
(2.6
)
 
19
 %
 
(6.1
)
 
(7.8
)
 
22
%
Adjusted EBITDA from continuing operations
(1.3
)
 
(1.7
)
 
(24
)%
 
(3.7
)
 
(4.9
)
 
N.M.

For the quarter and nine months ended September 30, 2013, compared to the same periods in 2012, operating results in our other products businesses were higher due to improved operation in our joint-venture and reduced costs associated with non-operating sites.
GENERAL CORPORATE AND OTHER EXPENSE, NET
For the quarter and nine months ended September 30, 2013, compared to the same periods in 2012, general corporate expenses increased 22% and 17% and overall selling and administrative expenses increased by 10% and 12%. General corporate and other expenses primarily consist of corporate overhead such as wages and benefits for corporate and sales personnel, professional fees, insurance and other expenses. The increase in general corporate expenses as well as overall selling and administrative costs is primarily due to the cost of an information technology

36


system upgrade we started in January 2013, expenses associated with the planned acquisition of Ainsworth and higher incentive compensation accruals.
INTEREST EXPENSE AND INVESTMENT INCOME
Components of interest expense, net of investment income, are as follows:  
 
Quarter Ended September 30,
 
Nine Months Ended September 30,
Dollar amounts in millions
2013
 
2012
 
2013
 
2012
Investment income
$
1.5

 
$
3.3

 
$
7.8

 
$
9.8

SERP market adjustments
0.2

 
0.8

 
0.5

 
1.9

Investment income
1.7

 
4.1

 
8.3

 
11.7

 
 
 
 
 
 
 
 
Interest expense
(7.7
)
 
(10.4
)
 
(27.9
)
 
(35.2
)
Amortization of debt charges
(0.3
)
 
(0.3
)
 
(1.1
)
 
(1.2
)
Capitalized interest
0.4

 
—

 
1.0

 
—

Interest expense, net of capitalized interest
(7.6
)
 
(10.7
)
 
(28.0
)
 
(36.4
)
 
 
 
 
 
 
 
 
Gain on acquisition
—

 
—

 
35.9

 
—

Early debt extinguishment
(0.8
)
 
—

 
(0.8
)
 
(52.2
)
Foreign currency gain (loss)
1.0

 
0.4

 
(3.3
)
 
(2.3
)
 
 
 
 
 
 
 
 
Total non-operating income (expense)
$
(5.7
)
 
$
(6.2
)
 
$
12.1

 
$
(79.2
)
INCOME TAXES
For the first nine months of 2013, we recorded an income tax provision on continuing operations of 21% as compared to an income tax benefit of 23% in the comparable period of 2012. The primary difference between the U.S. statutory rate of 35% and the effective rate applied to continuing operations for the first nine months of 2013 relates to the effect of foreign tax rates and decreases in valuation allowances associated with net operating loss carryforwards in various jurisdictions which are anticipated to be utilized in the current year based upon projected income. For the first nine months of 2012, the primary differences between the U.S. statutory rate of 35% and the effective rate applicable to our continuing operations relate to the effect of foreign tax rates, increases in valuation allowances associated with net operating loss carryforwards in various jurisdictions and increases in our reserves for uncertain tax positions. 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 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.
DEFINED BENEFIT PENSION PLANS
We maintain several qualified and non-qualified defined benefit pension plans in the U.S. and Canada that cover a substantial portion of our employees. See Note 13 of the Notes to financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2012 for further information on our plans. We estimate that our net periodic pension cost for 2013 will be approximately $7.5 million. If a curtailment or settlement occurs in 2013, this estimate may change significantly. We estimate that we will contribute approximately $5 to $7 million to our defined benefit pension plans in 2013.
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, 2012 and Note 12 to the Notes to the financial statements contained herein.

37


HARDBOARD TRIM LITIGATION
We were named in a putative class action lawsuit filed in the United States District Court for the Western District of Pennsylvania during the third quarter of 2013. The case, Harbison v  Louisiana Pacific,  2:13-CV-00814-AJS (W.D. PA) is related to nontreated hardboard trim product formerly manufactured at our Roaring River, North Carolina hardboard plant. In 2012, we were named in six putative class action lawsuits related to the nontreated hardboard trim product: Brown v. Louisiana-Pacific Corporation., Case No. 4:12-CV-00102-RP-TJS (S.D. Iowa); Holbrook v. Louisiana-Pacific Corporation, et al., Case No. 3:12-CV-00484-JGC (N.D. Ohio); Bristol Village Inc. v. Louisiana-Pacific Corporation, et al., Case No. 1:12-CV-00263 (W.D.N.Y.), Prevett v. Louisiana-Pacific, Case No. 6:12-CV-348-ORL-18-KRS (M.D. Fla) , Riley v. Louisiana-Pacific, Case No. 6:12-CV-00837-18 (M.D. Fla), and Eugene Lipov v. Louisiana-Pacific, Case 1:12-CV-00439- JTN (W.D. Mich). Prior to 2012, we were named in two state-wide putative class action lawsuits filed in United States District Courts involving the same discontinued nontreated hardboard trim product: Ellis, et al. v. Louisiana-Pacific Corp., Case No. 3:11-CV-191 (W.D.N.C.); and Hart, et al. v. Louisiana-Pacific Corp., Case No. 2:08-CV-00047 (E.D.N.C.).

The Prevett lawsuit was voluntarily dismissed by the plaintiffs shortly after filing. The Ellis and Hart cases were dismissed by the federal trial judges and plaintiffs have appealed both cases to the Fourth Circuit Court of Appeals.

The plaintiffs in these lawsuits generally seek to certify classes consisting of all persons that own structures within the respective states in which the lawsuit were filed (or, in some cases, within the United States) on which the hardboard trim in question is installed. The plaintiffs seek unspecified damages and injunctive and other relief under various state law theories, including negligence, violations of consumer protection laws, and breaches of implied and express warranties, fraud, and unjust enrichment. While some individual owners of structures within the putative classes may have valid warranty claims, we believe that the claims asserted on a class basis are without merit and we intend to defend these matters vigorously. We have established warranty reserves for the hardboard trim in question pursuant to our normal business practices, and we do not believe that the resolution of these lawsuits will have a material effect on our financial condition, results of operations, cash flows or liquidity.

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 credit facilities. 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 and making capital expenditures. We may also from time to time prepay or repurchase outstanding indebtedness, repurchase shares of our common stock and 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.
We expect to be able to meet the future cash requirements of our existing businesses through cash expected to be generated from operations, existing cash and investment balances, existing credit facilities and other capital resources. The following discussion provides further details of our liquidity and capital resources.
OPERATING ACTIVITIES
During the first nine months of 2013, we generated $222.8 million of cash from operating activities compared to $48.8 million during the first nine months of 2012. The increase in cash provided by operating activities in the first nine months of 2013 was primarily related to improved operating results.
During the first nine months of 2013, our accounts receivable balance increased due primarily to higher sales volumes across all product lines. No substantial change occurred in credit terms or number of days outstanding. Inventory increased based on seasonality in demand.

38


INVESTING ACTIVITIES
During the first nine months of 2013, cash used in investing activities was approximately $12.0 million. Capital expenditures in the first nine months of 2013 were $43.3 million. Acquisitions, net of cash acquired used was $67.4 million in the first nine months of 2013. Additionally, we received $13.9 million from our joint ventures and $16.7 million proceeds from the sale of assets. During the first nine months of 2013, we also received $91.4 million for the notes receivable from asset sales. Included in “Accounts payable” is $2.2 million related to capital expenditures that had not yet been paid as of September 30, 2013.
During the first nine months of 2012, cash provided from investing activities was approximately $0.6 million. Capital expenditures in the first nine months of 2012 were $16.1 million. Additionally, we received $6.6 million from our joint ventures for working capital requirements and received $9.1 million from the sale of assets. Included in “Accounts payable” was $2.7 million related to capital expenditures that had not yet been paid as of September 30, 2012.
We expect to make no more than $75 million of capital expenditures in 2013. Additionally, we will spend approximately $10 million in capital associated with our information technology systems upgrade.
FINANCING ACTIVITIES
During the first nine months of 2013 cash used by financing activities was $125.2 million. We made a $113.1 million payment on loans during the first nine months of 2013. We used $12.0 million to repurchase stock from employees in connection with income tax withholding requirements associated with our employee equity plans.
During the first nine months of 2012, we provided $102.6 million from financing activities. During the second quarter of 2012, we issued $350.0 million of 7.5% Senior Notes due 2020, and used approximately $248.6 million of the proceeds of this issuance to fully retire our Senior Secured Notes due in 2017 and pay related transaction costs and expenses. We also received $1.2 million from the sale of common stock under equity plans.
CREDIT AGREEMENTS
We have a credit facility which provides for a committed asset-based borrowing capacity of up to $100 million, with a $60 million sublimit for U.S. letters of credit and a $10 million sublimit for Canadian letters of credit. The credit facility is scheduled to end in October 2016.
The availability of credit under the credit facility is subject to a borrowing base, which is calculated based on certain percentages of accounts receivable and inventory and at any given time may limit the amount of borrowings and letters of credit otherwise available under the facility. In addition, the credit facility contains a covenant requiring us to maintain a fixed charge coverage ratio of at least 1.1 to 1.0 at any time that our unused borrowing base capacity after adjustment to exclude certain past due trade payables falls below $15 million. This covenant effectively precludes us from using all or a portion of the last $15 million of our unused borrowing base capacity, if, before or immediately after such use, we would not satisfy the minimum fixed charge coverage ratio. The credit facility allows us to pledge, as security for our reimbursement obligations in respect of letters of credit issued under the facility, cash collateral in an amount not less than 105% of the stated amount of such letters of credit. The above-described preclusion to our utilization of $15 million of the capacity otherwise available under the facility does not apply to such cash collateralized letters of credit. At September 30, 2013, we had $100 million of borrowing base capacity under the facility and no borrowings outstanding under the facility. Under this facility at September 30, 2013, were $8.7 million in letters of credit which were collateralized by $9.2 million of cash. Based upon our available cash balances, we do not currently anticipate using this facility except to obtain and maintain letters of credit.
Subject to certain exceptions, obligations under the credit facility are secured by, among other things, a first-priority lien on our present and future receivables, inventory and certain general intangibles and are guaranteed by certain of our subsidiaries.
The credit facility contains customary covenants applicable to us and our subsidiaries, other than certain unrestricted subsidiaries, including certain financial covenants as well as restrictions on, among other things, our ability to: incur debt; incur liens; declare or make distributions to our stockholders; make loans and investments; repay debt; enter into mergers, acquisitions and other business combinations; form or acquire subsidiaries; amend or modify our

39


governing documents; enter into hedging arrangements; engage in other businesses other than our business as currently conducted; and enter into transactions with affiliates. The credit facility also contains customary events of default, the occurrence of which could result in the acceleration of our obligation to repay the indebtedness outstanding thereunder.
Obligations under the indenture governing our Senior Notes due 2020 are unsecured and not presently guaranteed by any of our subsidiaries. The indenture contains customary covenants applicable to us and our subsidiaries, other than certain unrestricted subsidiaries, including restrictions on actions and activities that are restricted under the credit facility. The indenture also contains customary events of default, the occurrence of which could result in acceleration of our obligations to repay the indebtedness outstanding thereunder. As of September 30, 2013, LP is in compliance with these covenants.
In connection with our proposed acquisition of Ainsworth Lumber Co. Ltd.,we entered into a commitment letter (the "Commitment Letter") with Goldman Sachs Lending Partners, LLC ("Goldman Sachs"), Bank of Montreal ("BMO") and BMO Capital Markets ("BMO Capital") pursuant to which Goldman Sachs and BMO (collectively, the "Lenders") have severally committed to provide senior secured term loan financing for the Transaction and related matters in an aggregate amount of up to $430 million on the terms and subject to the conditions set forth therein. The obligations of the Lenders to provide such financing are subject to the execution and delivery of mutually acceptable definitive loan documents, which are expected to contain customary representations, warranties, covenants and events of default. The obligations of the Lenders under the Commitment Letter are also subject to completion of the acquisition, the absence of the occurrence of a Material Adverse Effect (as defined in the Commitment Letter) in relation to Ainsworth, the accuracy of certain representations and warranties in relation to Ainsworth and us, and the Lenders (or certain affiliates thereof) having been provided a period of at least 20 days to seek to syndicate the term loan facility after having been provided specified information by us and prior to the funding of the term loan. As a result of recent amendments to the indenture governing Ainsworth's 7.5% Senior Secured Notes due 2017, the acquisition of Ainsworth by LP will not trigger an obligation to offer to repurchase such Notes. Consequently, LP does not contemplate borrowing more than $100 million pursuant to the Commitment Letter.

On November 1, 2013, we entered into a commitment letter (the "Commitment Letter") with American AgCredit, FLCA ("AAC"), CoBank, ACB ("CoBank"), Farm Credit Services of America, PCA ("FCSA"), and AgFirst Farm Credit Bank ("AgFirst") pursuant to which AAC and FCSA (collectively, the "Lenders") have severally committed to provide senior secured revolving financing to the Company in an aggregate amount of up to $200 million on the terms and subject to the conditions set forth therein. The proceeds of the facility will be used by us to fund a portion of the purchase price for the previously announced acquisition (the "Acquisition") by the Company of Ainsworth Lumber Company Ltd. ("Ainsworth") and will otherwise be available for working capital purposes.  The obligations of the Lenders to provide such financing are subject to the execution and delivery of mutually acceptable definitive loan documents, which are expected to contain customary representations, warranties, covenants and events of default, including a minimum liquidity covenant and a maximum capitalization ratio covenant. The commitments of the Lenders will expire on, and definitive loan documents must be executed and delivered by, December 2, 2013.  The consummation of the Acquisition is not a condition to the closing of the financing.

In connection with the Commitment Letter discussed above, we terminated a commitment letter (the "Prior Commitment Letter") with Goldman Sachs Lending Partners, LLC ("Goldman Sachs"), Bank of Montreal ("BMO") and BMO Capital Markets pursuant to which Goldman Sachs and BMO had previously committed to provide up to $430 million of senior secured term loan financing for the Acquisition and related matters.  Prior to the termination, (1) Ainsworth entered into a supplemental indenture relating to its 7.5% Senior Secured Notes due 2017 (the "Notes") which modified certain definitions in the indenture relating to the Notes (the "Indenture") so that the Acquisition, and the designation by the Company of members of Ainsworth’s board of directors upon and after the consummation of the Acquisition, will not constitute a “Change of Control” under the Indenture and Ainsworth will not be required to make a “Change of Control Offer” under the Indenture in connection with the Acquisition and (2) the Company reduced the amount of financing available under the Prior Commitment Letter to $100 million.  


40


We currently intend to fund the cash portion of the purchase price payable for the Acquisition through a combination of cash on hand by us and Ainsworth and borrowings under the revolving credit facility contemplated by the Commitment Letter.  We also intend to terminate our existing revolving credit facility in connection with the entry into the revolving credit facility contemplated by the Commitment Letter.
OTHER LIQUIDITY MATTERS
As of September 30, 2013, we had $3.8 million ($23.4 million, par value) of principal invested in auction rate securities (ARS). The ARS held by us are securities with long-term nominal maturities for which the interest rates were historically reset through a Dutch auction each month. The ARS are included in long-term investments on the Condensed Consolidated Balance Sheets.
We review our marketable securities routinely for other-than-temporary impairment. The primary factors we use to determine if an impairment charge must be recorded because a decline in value of the security is other than temporary include (i) whether the fair value of the investment is significantly below its cost basis, (ii) the financial condition of the issuer of the security (including its credit rating), (iii) the length of time that the cost of the security has exceeded its fair value and (iv) our intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in market value.
If uncertainties in the credit and capital markets continue, these markets deteriorate further or we experience any ratings downgrades on any investments in our portfolio (including on ARS), we may incur additional impairments to our investment portfolio, which could negatively affect our financial condition, results of operations and cash flow.
POTENTIAL IMPAIRMENTS
We continue to review several 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 September 30, 2013, there were no indications of impairment for the asset grouping that included the company's indefinitely curtailed facilities. As of September 30, 2013, the fair value of facilities that have not been indefinitely curtailed was substantially in excess of its 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.

41



Item 3.
Quantitative and Qualitative Disclosures about Market Risk
A portion of our outstanding debt bears interest at variable rates and accordingly is sensitive to changes in interest rates. Interest rate changes would result in gains or losses in the market value of our debt portfolio due to differences in market interest rates and the rates at the inception of the debt agreements. Offsetting the variable rate debt are variable rate notes receivable from asset sales. Based upon the balances of the variable rate notes receivable from asset sales and the variable rate debt at September 30, 2013, a 100 basis point interest rate change would impact pre-tax net income and cash flows by $0.4 million annually.
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 5.8 billion square feet ( 3/8" basis) or 5.0 billion square feet ( 7/16" basis), a $1 change in the annual average price per square foot on 7/16" basis would change annual pre-tax profits by approximately $5.0 million. Until the housing market more fully recovers, we expect that our near term volumes will be below our capacity.
We historically have not entered into material commodity futures and swaps, although we may do so in the future.

42



Item 4.Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer have carried out, as of September 30, 2013, with the participation of LP’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 (the “Act”). Based upon this evaluation, the Chief Executive Officer and 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 Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


43


LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES
SUMMARY OF PRODUCTION VOLUMES (1) 
The following table sets forth production volumes for the third quarter and nine months ended September 30, 2013 and 2012.
 
 
Quarter Ended September 30,
 
Nine Months Ended  September 30,
 
2013
 
2012
 
2013
 
2012
Oriented strand board, million square feet 3/8" basis(1)
996
 
903
 
2,888
 
2,625
Oriented strand board, million square feet 3/8" basis (produced by wood-based siding mills)
42
 
51
 
126
 
146
Wood-based siding, million square feet 3/8" basis
251
 
229
 
768
 
704
Engineered I-Joist, million lineal feet(1)
19
 
18
 
56
 
50
Laminated veneer lumber (LVL), thousand cubic feet(1) and laminated strand lumber (LSL), thousand cubic feet
1,976
 
1,752
 
5,838
 
5,163
 
(1) 
Includes volumes produced by joint venture operations and sold to LP or through sales arrangements. 
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
Annual Average
 
 
 
2009
$
145

$
161

$
163

2010
$
214

$
210

$
220

2011
$
154

$
172

$
186

2012 1st Qtr. Avg .
$
201

$
205

$
203

2012 2nd Qtr. Avg.
$
232

$
224

$
235

2012 3rd Qtr. Avg.
$
310

$
294

$
313

2013 1st Qtr. Avg.
$
419

$
420

$
417

2013 2nd Qtr Avg.
$
328

$
320

$
347

2013 3rd Qtr Avg.
$
232

$
220

$
252

 
Source:
Random Lengths

44




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 15 – Contingency Reserves” is incorporated herein by reference.
Item 1A.
Risk Factors.
You should be aware that the occurrence of any of the events described in this Risk Factors section and elsewhere in this report or in any other of our filings with the SEC could have a material adverse effect on our business, financial position, results of operations and cash flows. In evaluating us, you should consider carefully, among other things, the risks described below and the matters described in “About Forward-Looking Statements.”
Cyclical industry conditions and commodity pricing have and may continue to adversely affect our financial condition and results of operations. Our operating results reflect the general cyclical pattern of the building products industry. Demand for our products correlates to a significant degree to the level of residential construction activity in North America, which historically has been characterized by significant cyclicality. This cyclicality is influenced by a number of factors, including the supply of new and existing homes on the market, the level of unemployment, longer-term interest rates, and mortgage foreclosure rates. The cyclicality is also influenced by the availability of mortgage financing, which is currently more restrictive than normal and which could be adversely affected by the implementation of one or more proposals to eliminate or reduce the mortgage market roles of or levels of support for government-sponsored enterprises such as Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation. A significant increase in longer-term interest rates, a prolonged decline in the availability of mortgage financing, or the occurrence of other events that reduce levels of residential construction activity could have a material adverse effect on our financial condition, results of operations and cash flows. Our primary product, OSB, and a significant portion of our raw materials are globally traded commodity products. In addition, our products are subject to competition from manufacturers worldwide. Historical prices for our products have been volatile, and we, like other participants in the building products industry, have limited influence over the timing and extent of price changes for our products. Product pricing is significantly affected by the relationship between supply and demand in the building products industry. Product supply is influenced primarily by fluctuations in available manufacturing capacity. Demand is affected by the state of the economy in general and a variety of other factors. The level of new residential construction activity and home repair and remodeling activity primarily affects the demand for our building products. Demand is also subject to fluctuations due to changes in economic conditions, interest rates, population growth, weather conditions and other factors. We are not able to predict with certainty market conditions and selling prices for our products. In this competitive environment with so many variables for which we do not control, we cannot assure you that prices for our products will not decline from current levels. A prolonged and severe weakness in the markets for one or more of our principal products, particularly OSB, could seriously harm our financial condition and results of operations and our ability to satisfy our cash requirements, including the payment of interest and principal on our debt.

We have a high degree of product concentration. OSB accounted for about 57% of our North American sales in the first nine months of 2013 compared to 51% in the comparable period of 2012, and 49% and 51% of our North American sales in 2012 and 2011 and we expect OSB sales to continue to account for a substantial portion of our revenues and profits in the future. Concentration of our business in the OSB market further increases our sensitivity to commodity pricing and price volatility. In this competitive environment with so many variables for which we do not control, we cannot assure you that pricing for OSB or our other products will not decline from current levels.

Intense competition in the building products industry could prevent us from increasing or sustaining our net sales and profitability. The markets for our products are highly competitive. Our competitors range from very large, fully integrated forest and building products firms to smaller firms that may manufacture only one or a few types of products. We also compete less directly with firms that manufacture substitutes for wood building products. Many of

45


our competitors have greater financial and other resources than we do, and certain of the mills operated by our competitors may be lower-cost producers than the mills operated by us.

Our results of operations may be harmed by potential shortages of raw materials and increases in raw material costs. The most significant raw material used in our operations is wood fiber. We currently obtain about 75% (as of December 31, 2012) of our wood fiber requirements in the open market. Wood fiber is subject to commodity pricing, which fluctuates on the basis of market factors over which we have no control. In addition, the cost of various types of wood fiber that we purchase in the market has at times fluctuated greatly because of governmental, economic or industry conditions, and may be affected by increased demand resulting from initiatives to increase the use of biomass materials in the production of heat, power, biobased products and biofuels. In addition to wood fiber, we also use a significant quantity of various resins in our manufacturing processes. Resin product costs are influenced by changes in the prices or availability of raw materials used to produce resins, primarily petroleum products, as well as demand for and availability of resin products. Selling prices of our products have not always increased in response to raw material cost increases. We are unable to determine to what extent, if any, we will be able to pass any future raw material cost increases through to our customers through product price increases. Our inability to pass increased costs through to our customers could have a material adverse effect on our financial condition, results of operations and cash flows.

Many of the Canadian forestlands from which we obtain wood fiber also are subject to the constitutionally protected treaty or common-law rights of the aboriginal peoples of Canada. Most of British Columbia is not covered by treaties and, as a result, the claims of British Columbia’s aboriginal peoples relating to forest resources are largely unresolved, although many aboriginal groups are actively engaged in treaty discussions with the governments of British Columbia and Canada. Final or interim resolution of claims brought by aboriginal groups are expected to result in additional restrictions on the sale or harvest of timber and may increase operating costs and affect timber supply and prices in Canada.

We depend on our senior management team and other key employees, and significant attrition within our management team could adversely affect our business. Our success depends in part on our ability to attract, retain and motivate senior management and other key employees. Achieving this objective may be difficult due to many factors, including fluctuations in global economic and industry conditions, competitors’ hiring practices, cost reduction activities, and the effectiveness of our compensation programs. Competition for qualified personnel can be very intense. We must continue to recruit, retain and motivate senior management and other key employees sufficient to maintain our current business and support our future projects. A loss of any such personnel, or the inability to recruit and retain qualified personnel in the future, could have an adverse effect on our business, financial condition and results of operations.

Our operations require substantial capital. Capital expenditures for expansion or replacement of existing facilities or equipment or to comply with future changes in environmental laws and regulations may be substantial. Although we maintain our production equipment with regular periodic and scheduled maintenance, we cannot assure you that key pieces of equipment in our various production processes will not need to be repaired or replaced or that we will not incur significant additional costs associated with environmental compliance. The costs of repairing or replacing such equipment and the associated downtime of the affected production line could have a material adverse effect on our financial condition, results of operations and cash flow. If for any reason we are unable to provide for our operating needs, capital expenditures and other cash requirements on economic terms, we could experience a material adverse effect on our business, financial condition, results of operations and cash flows.

Our pension and health care costs are subject to numerous factors which could cause these costs to change. We have defined benefit pension plans covering substantially all U.S. and Canadian employees. We provide retiree health care benefits to certain of our U.S. salaried and certain hourly employees. Our pension costs are dependent upon numerous pension plan provisions that are subject to interpretations and factors resulting from actual plan experience and assumptions of future experience. Pension plan assets are primarily made up of equity and fixed income investments. Fluctuations in actual equity market returns; changes in general interest rates and changes in the number of retirees may result in increased pension costs in future periods. Likewise, changes in assumptions regarding current discount rates and expected rates of return on plan assets could also increase pension and health

46


care costs. Although we froze our U.S. defined benefit plan in January 2010 in terms of future service credits, we continue to be subject to market risk on pension plan assets as well as discount rates on long-term obligations. Significant adverse changes in the factors affecting our pension and health care costs could adversely affect our cash flows, financial condition and results of operations.

Our pension plans are currently underfunded, and over time we will be required to make cash payments to the plans, reducing the cash available for our business. We record a liability associated with our pension plans equal to the excess of the benefit obligation over the fair value of plan assets. The benefit liability recorded under the provisions of Accounting Standards Codification (ASC) 715, “Compensation—Retirement Benefits,” at December 31, 2012 was $92.7 million. Although we expect to have no obligation to fund our plans in 2013, we continually reassess the amount and timing of any discretionary contributions. Regardless of whether we make a discretionary contribution in 2013, over the next several years we may make contributions to the plans that are likely to be material. The amount of such contributions will depend upon a number of factors, principally the actual earnings and changes in values of plan assets and changes in interest rates.

A portion of our operations are conducted by joint ventures that we cannot operate solely for our benefit. We conduct a portion of our operations through joint ventures. In joint ventures we share ownership and management of a company with one or more parties who may or may not have the same goals, strategies, priorities or resources as we do. In general, joint ventures are intended to be operated for the benefit of all co-owners, rather than for our exclusive benefit. Operating a business as a joint venture often requires additional organizational formalities as well as time-consuming procedures for sharing information and making decisions. In joint ventures, we are required to pay more attention to our relationship with our co-owners as well as with the joint venture, and if a co-owner changes, our relationship may be adversely affected. In addition, the benefits from a successful joint venture are shared among the co-owners, so that we do not receive all the benefits from our joint ventures.

We depend on third parties for transportation services and increases in costs and the availability of transportation could materially and adversely affect our business and operations. Our business depends on the transportation of a large number of products, both domestically and internationally. We rely primarily on third parties for transportation of the products we manufacture and/or distribute as well as for delivery of our raw materials. In particular, a significant portion of the goods we manufacture and raw materials we use are transported by railroad or trucks, which are highly regulated. If any of our third-party transportation providers were to fail to deliver the goods we manufacture or distribute in a timely manner, we may be unable to sell those products at full value or at all. Similarly, if any of these providers were to fail to deliver raw materials to us in a timely manner, we may be unable to manufacture our products in response to customer demand. In addition, if any of these third parties were to cease operations or cease doing business with us, we may be unable to replace them at reasonable cost. Any failure of a third-party transportation provider to deliver raw materials or finished products in a timely manner could harm our reputation, negatively affect our customer relationships and have a material adverse effect on our financial condition and results of operation. In addition, an increase in transportation rates or fuel surcharges could materially and adversely affect our sales and profitability.

We are subject to significant environmental regulation and environmental compliance expenditures and liabilities. Our businesses are subject to many environmental laws and regulations, particularly with respect to discharges of pollutants and other emissions on or into land, water and air, and the disposal and remediation of hazardous substances or other contaminants and the restoration and reforestation of timberlands. Compliance with these laws and regulations is a significant factor in our business. We have incurred and expect to continue to incur significant expenditures to comply with applicable environmental laws and regulations. Moreover, some or all of the environmental laws and regulations to which we are subject could become more stringent in the future. Our failure to comply with applicable environmental laws and regulations and permit requirements could result in civil or criminal fines or penalties or enforcement actions, including regulatory or judicial orders enjoining or curtailing operations or requiring corrective measures, installation of pollution control equipment or remedial actions.

Some environmental laws and regulations impose liability and responsibility on present and former owners, operators or users of facilities and sites for contamination at such facilities and sites without regard to causation or knowledge of contamination. In addition, we occasionally evaluate various alternatives with respect to our facilities,

47


including possible dispositions or closures. Investigations undertaken in connection with these activities may lead to discoveries of contamination that must be remediated, and closures of facilities may trigger compliance requirements that are not applicable to operating facilities. Consequently, we cannot assure you that existing or future circumstances or developments with respect to contamination will not require significant expenditures by us.

We are involved in various environmental matters, product liability and other legal proceedings. The outcome of these matters and proceedings and the magnitude of related costs and liabilities are subject to uncertainties. The conduct of our business involves the use of hazardous substances and the generation of contaminants and pollutants. In addition, the end-users of many of our products are members of the general public. We currently are and from time to time in the future may be involved in a number of environmental matters and legal proceedings, including legal proceedings involving anti-trust, warranty or non-warranty product liability claims, negligence and other claims, including claims for wrongful death, personal injury and property damage alleged to have arisen out of the use by others of our or our predecessors’ products or the release by us or our predecessors of hazardous substances. Environmental matters and legal matters and proceedings, including class action settlements relating to certain of our products, have in the past caused and in the future may cause us to incur substantial costs. We have established contingency reserves in our consolidated financial statements with respect to the estimated costs of existing environmental matters and legal proceedings to the extent that our management has determined that such costs are both probable and reasonably estimable as to amount. However, such reserves are based upon various estimates and assumptions relating to future events and circumstances, all of which are subject to inherent uncertainties. We regularly monitor our estimated exposure to environmental and litigation 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. We may incur costs in respect of existing and future environmental matters and legal proceedings as to which no contingency reserves have been established. We cannot assure you that we will have sufficient resources available to satisfy the related costs and expenses associated with these matters and proceedings.

Settlements of tax exposures may exceed the amounts we have established for known estimated tax exposures. We maintain reserves for known estimated tax exposures in federal, state and international jurisdictions and uncertain tax positions. Significant income tax exposures may include potential challenges to intercompany pricing and loans, the treatment of financing, acquisition and disposition transactions, the use of hybrid entities and other matters. These exposures are settled primarily through the closure of audits with the taxing jurisdictions and, on occasion, through the judicial process, either of which may produce a result inconsistent with past estimates. We believe that we have established appropriate reserves for estimated exposures; however, if actual results differ materially from our estimates we could experience a material adverse effect on our financial condition, results of operations and cash flows. In addition, our deferred tax liabilities include substantial amounts related to installment sales of timber lands in 1998 and 2003 for which we have previously monetized most of the installment receivable. As a result of these monetizations, we will be required to fund these liabilities from sources other than such installments, potentially including such tax loss and credit carryovers as may then be available.

Fluctuations in foreign currency exchange rates could result in currency exchange losses and reductions in stockholder’s equity. A significant portion of our operations are conducted through foreign subsidiaries. The functional currency for our Canadian subsidiary is the U.S. dollar. The financial statements of this foreign subsidiary are remeasured into U.S. dollars using the historical exchange rate for property, plant and equipment, timber and timberlands, equity and certain other non-monetary assets and liabilities and related depreciation and amortization on these assets and liabilities. These transaction and translation gains or losses are recorded in foreign exchange gains (losses) in the income statement. The functional currency of our Chilean subsidiary is the Chilean peso and the functional currency in our Brazil subsidiary is the Brazilian real. Translation adjustments, which are based upon the exchange rate at the balance sheet date for assets and liabilities and the weighted average rate for the income statement, are recorded in the Accumulated Comprehensive Income (Loss) section of Stockholders’ Equity. Therefore, changes in the Canadian dollar, the Chilean peso or the Brazilian real relative to the U.S. dollar may have a material adverse effect on our financial condition and results of operations.

Our ability to service our indebtedness, to refinance our indebtedness or to fund our other liquidity needs is subject to various risks. Our ability to make scheduled payments on and to refinance our indebtedness depends on

48


and is subject to our financial and operating performance, which in turn is affected by general and regional economic, financial, competitive, business and other factors, including the availability of financing in the banking and capital markets as well as the other risks described herein. In particular, demand for our products correlates to a significant degree to the level of residential construction activity in North America, which historically has been characterized by significant cyclicality. Over the last several years, housing starts remained below “normal” levels. This reduced level of building was caused, in part, by an increase in the inventory of homes for sale, a more restrictive mortgage market and a slowed economy. There can be no assurance as to when, or if the housing market, will rebound to “normal levels”. We have experienced significant losses from operations and significant net cash used in operating activities in recent periods. Accordingly, we cannot assure you that our business will generate sufficient cash flows from operations or that future borrowings will be available to us in an amount sufficient to enable us to service our debt, to refinance our debt or to fund our other liquidity needs. If we are unable to service our debt obligations or to fund our other liquidity needs, we could be forced to curtail our operations, reorganize our capital structure or liquidate some or all of our assets in a manner that could cause the holders of our securities to experience a partial or total loss of their investment in us.

We have not independently verified the results of third-party research or confirmed assumptions or judgments upon which it may be based, and the forecasted and other forward-looking information contained therein is subject to inherent uncertainties. We refer in this report and other documents that we file with the SEC to historical, forecasted and other forward-looking information published by sources such as RISI, FEA, Random Lengths and the U.S. Census Bureau that we believe to be reliable. However, we have not independently verified this information and, with respect to the forecasted and forward-looking information, have not independently confirmed the assumptions and judgments upon which it is based. Forecasted and other forward looking information is necessarily based on assumptions regarding future occurrences, events, conditions and circumstances and subjective judgments relating to various matters, and is subject to inherent uncertainties. Actual results may differ materially from the results expressed or implied by, or based upon, such forecasted and forward-looking information.
     Initiatives to upgrade our information technology infrastructure involve many risks. We regularly implement business process improvement initiatives to optimize our performance. Our current initiatives include plans to further standardize the business processes and technology that support our strategies through implementation of an new software solution over the next few years. We may experience difficulties as we transition to these new or upgraded systems and processes, including loss of data and decreases in productivity as our personnel become familiar with new systems. In addition, transitioning to these new or upgraded systems requires significant capital investments and personnel resources. Difficulties in implementing new or upgraded information systems or significant system failures could disrupt our operations and have a material adverse effect on our business, financial condition, results of operations or cash flows. In addition, we will experience significant changes in our internal controls over financial reporting as our implementation progresses. If we are unable to manage these changes successfully, our ability to timely and accurately process transactions and report our results of operations could be adversely affected.

Our proposed acquisition of Ainsworth may intensify our exposure to existing risks and expose us to new risks. Ainsworth is exposed to substantially all of the risks to which we are currently exposed, as well as additional risks that arise from its specific circumstances. As a result, the completion of our proposed acquisition of Ainsworth will both intensify our exposure to existing risks (including those associated with our high degree of product concentration in OSB, demands on our senior management team and other key employees, capital needs and fluctuations in the exchange rate between the Canadian dollar and the U.S. dollar) and expose us to new risks. In addition, because the purchase price that we are obligated to pay Ainsworth shareholders consists substantially of a fixed amount of cash denominated in Canadian dollars and a fixed number of shares of LP common stock, we are exposed to risks associated with a potential decline in Ainsworth’s enterprise value as well as a potential strengthening of the Canadian dollar, and will pay greater value to the extent of any appreciation in the value of shares of LP common stock prior to the completion of the acquisition. The completion of the acquisition of Ainsworth is subject to specified conditions, including the receipt of certain regulatory approvals. The relevant governmental authorities may impose conditions on those approvals that could adversely affect the business, financial condition and results of operations of the combined enterprise. In addition, there can be no assurance that

49


the combined enterprise will not experience a reduction in its allocated cutting rights under governmental tenures. The uncertainties regarding whether, when and the terms upon which the conditions to the acquisition will be satisfied may cause Ainsworth’s customers, suppliers and other business partners to delay, defer or otherwise alter decisions and approaches regarding Ainsworth and, together with uncertainties regarding post-acquisition staffing requirements and roles, may adversely affect Ainsworth’s ability to attract or retain key management personnel. In addition, the completion of the acquisition will involve the integration of companies that previously operated independently and will present a number of challenges (including the integration of operations, systems and personnel) and risks (including possible unanticipated costs and liabilities, diversion of management’s attention and loss of key employees). Difficulties encountered in the transition and integration processes could have an adverse effect on the business, financial condition and results of operations of the combined enterprise and on the benefits sought to be realized from the acquisition.
Item 2.
 Unregistered Sales of Equity Securities and Use of Proceeds.

In connection with the Arrangement Agreement described above, the LP has agreed to issue approximately 27.5 million LP Shares to Ainsworth shareholders. LP will issue the LP Shares pursuant to an exemption from registration under Section 3(a)(10) of the Securities Act of 1933. LP anticipates that the exemption will be available because the Arrangement Agreement provides that the Transaction contemplated by the Arrangement Agreement will be implemented in a manner that satisfies the requirements of Section 3(a)(10).
Item 3.
Defaults Upon Senior Securities
None.
Item 4.
Mine Safety Disclosures
N/A
Item 5.
Other Information

None.

Item 6.
Exhibits
 
 
 
10.1
$200 million Senior Secured Credit Facility Commitment Letter Between LP and American AgCredit, FLCA, CoBank, ACB, Farm Credit Services of America, PCA , and AgFirst Farm Credit Bank
 
 
10.2
Summary of Principal Terms and Conditions $200,000,000 Senior Secured Credit Facility
 
 
31.1
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a).
 
 
31.2
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a).
 
 
32.1
Certifications pursuant to § 906 of the Sarbanes-Oxley Act of 2002.
 
 
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
 
 
 
 
LP hereby agrees to furnish supplementally to the SEC upon its request any schedules and similar documents omitted pursuant to Item 601(b)(2) of Regulation S-K and any instruments omitted pursuant to Item 601 (b)(4)(iii) of Regulation S-K.

50


SIGNATURES
Pursuant to the requirements of the Securities and 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:
November 5, 2013
BY:
/S/    CURTIS M. STEVENS
 
 
 
Curtis M. Stevens
 
 
 
Chief Executive Officer
 
 
 
 
Date:
November 5, 2013
BY:
/S/    SALLIE B. BAILEY
 
 
 
Sallie B. Bailey
 
 
 
Executive Vice President and Chief Financial Officer
 
 
 
(Principal Financial Officer)