UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~June~~September 30, 2021

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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, Suite 2000, Nashville, TN 37219

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (615) 986 - 5600

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $1 par value	LPX	New York Stock Exchange

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 every Interactive Data File required to be submitted 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 such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~95,225,904~~87,989,162 shares of Common Stock, $1 par value, outstanding as of ~~July 30,~~November 1, 2021.

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, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act) 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 quarterly report on Form 10-Q contains, and other reports and documents we file with, or furnish to, the Securities and Exchange Commission (SEC) may contain, forward-looking statements. These statements are 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,” "project," “potential,” “continue,” "likely," 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:

•impacts from public health issues (including global pandemics, such as the ongoing COVID-19 pandemic) on the economy, demand for our products or our operations, including the actions and recommendations of governmental authorities to contain such public health issues;

•changes in governmental fiscal and monetary policies, including tariffs, and levels of employment;

•changes in general economic conditions, including impacts from the ongoing COVID-19 pandemic;

•changes in the cost and availability of capital;

•changes in the level of home construction and repair and remodel 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 financial or business conditions of third-party wholesale distributors and dealers;

•changes in the relationship between supply of and demand for raw materials, including wood fiber and resins, used in manufacturing our products;

•changes in the cost of and availability of energy, primarily natural gas, electricity, and diesel fuel;

•changes in the cost of and availability of transportation;

•impact of manufacturing our products internationally;

•difficulties in the launch or production ramp-up of newly introduced products;

•unplanned interruptions to our manufacturing operations, such as explosions, fires, inclement weather, natural disasters, accidents, equipment failures, labor shortages or disruptions, transportation interruptions, supply interruptions, public health issues (including pandemics and quarantines), riots, civil insurrection or social unrest, looting, protests, strikes and street demonstrations;

•changes in other significant operating expenses;

•changes in currency values and exchange rates between the U.S. dollar and other currencies, particularly the Canadian dollar, Brazilian real and Chilean peso;

•changes in, and compliance with, general and industry-specific laws and regulations, including environmental and health and safety laws and regulations, the U.S. Foreign Corrupt Practices Act and anti-bribery laws, laws related to our international business operations, and changes in building codes and standards;

•changes in tax laws, and interpretations thereof;

•changes in circumstances giving rise to environmental liabilities or expenditures;

•warranty costs exceeding our warranty reserves;

•challenge or exploitation of our intellectual property or other proprietary information by others in the industry;

•changes in the funding requirements of our defined benefit pension plans;

•the resolution of existing and future product-related litigation and other legal proceedings;

•the effect of covenants and events of default contained in our debt instruments;

•the amount and timing of any repurchases of our common stock and the payment of dividends on our common stock, which will depend on market and business conditions and other considerations; and

•acts of public authorities, war, civil unrest, natural disasters, fire, floods, earthquakes, inclement weather and other matters beyond our control.

In addition to the foregoing and any risks and uncertainties specifically identified in the text surrounding forward-looking statements, any statements in the reports and other documents filed by us with the SEC that warn of risks or uncertainties associated with future results, events, or circumstances identify important factors that could cause actual results, events, and circumstances to differ materially from those reflected in the forward-looking statements.

ABOUT THIRD-PARTY INFORMATION

In this quarterly report on Form 10-Q, 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.

PART I - FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

Condensed Consolidated Statements of Income

Dollar amounts in millions, except per share amounts

(Unaudited)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
Net sales	Net sales	$	1,325	$	548	$	2,342	$	1,133	Net sales	$	1,219	$	795	$	3,561	$	1,928
Cost of sales	Cost of sales	(619)		(431)		(1,157)		(908)		Cost of sales	(670)		(503)		(1,827)		(1,411)
Gross profit	Gross profit	707		117		1,185		225		Gross profit	549		292		1,734		517
Selling, general, and administrative expenses	Selling, general, and administrative expenses	(57)		(50)		(105)		(105)		Selling, general, and administrative expenses	(63)		(52)		(168)		(157)
Loss on impairment	Loss on impairment	0		(8)		0		(15)		Loss on impairment	—		(1)		—		(16)
Other operating credits and charges, net	Other operating credits and charges, net	3		(6)		3		(8)		Other operating credits and charges, net	2		3		5		(5)
Income from operations	Income from operations	653		53		1,083		97		Income from operations	488		242		1,571		339
Interest expense	Interest expense	(4)		(6)		(9)		(12)		Interest expense	(4)		(5)		(12)		(17)
Investment income	Investment income	0		4		1		3		Investment income	—		—		1		3
Other non-operating items	Other non-operating items	(6)		(1)		(16)		4		Other non-operating items	2		—		(14)		4
Income before income taxes	Income before income taxes	644		50		1,059		92		Income before income taxes	486		237		1,546		329
Provision for income taxes	Provision for income taxes	(147)		(19)		(244)		(28)		Provision for income taxes	(123)		(60)		(366)		(88)
Equity in unconsolidated affiliate	Equity in unconsolidated affiliate	1		0		2		0		Equity in unconsolidated affiliate	1		—		3		—

Net income	Net income	$	497	$	31	$	817	$	64	Net income	$	365	$	177	$	1,182	$	241
Net loss attributed to noncontrolling interest	Net loss attributed to noncontrolling interest	0		2		1		2		Net loss attributed to noncontrolling interest	—		—		1		2
Net income attributed to LP	Net income attributed to LP	$	498	$	33	$	818	$	66	Net income attributed to LP	$	365	$	177	$	1,183	$	243

Basic net income per share of common stock:	Basic net income per share of common stock:									Basic net income per share of common stock:

Net income per share - basic	Net income per share - basic	$	4.93	$	0.29	$	7.90	$	0.59	Net income per share - basic	$	3.90	$	1.58	$	11.81	$	2.16
Diluted net income per share of common stock:	Diluted net income per share of common stock:									Diluted net income per share of common stock:

Net income per share - diluted	Net income per share - diluted	$	4.90	$	0.29	$	7.85	$	0.58	Net income per share - diluted	$	3.87	$	1.57	$	11.73	$	2.15

Average shares of common stock used to compute net income per share:	Average shares of common stock used to compute net income per share:									Average shares of common stock used to compute net income per share:
Basic	Basic	101		112		103		112		Basic	94		112		100		112
Diluted	Diluted	102		113		104		113		Diluted	94		113		101		113

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

Condensed Consolidated Statements of Comprehensive Income

Dollar amounts in millions

(Unaudited)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
Net income	Net income	$	497	$	31	$	817	$	64	Net income	$	365	$	177	$	1,182	$	241
Other comprehensive income, net of tax	Other comprehensive income, net of tax									Other comprehensive income, net of tax
Foreign currency translation adjustments	Foreign currency translation adjustments	7		2		0		(21)		Foreign currency translation adjustments	(21)		4		(21)		(17)
Unrealized gains on securities, net of reversals	Unrealized gains on securities, net of reversals	0		(3)		0		(3)		Unrealized gains on securities, net of reversals	—		—		—		(3)
Amortization of pension and post-retirement prior service costs and net loss	Amortization of pension and post-retirement prior service costs and net loss	1		1		2		2		Amortization of pension and post-retirement prior service costs and net loss	2		1		3		3
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax	8		0		2		(22)		Other comprehensive income (loss), net of tax	(19)		5		(18)		(17)
Comprehensive income	Comprehensive income	505		31		819		42		Comprehensive income	346		182		1,164		224
Comprehensive loss associated with noncontrolling interest	Comprehensive loss associated with noncontrolling interest	0		2		1		2		Comprehensive loss associated with noncontrolling interest	—		—		1		2
Comprehensive income attributed to LP	Comprehensive income attributed to LP	$	506	$	33	$	819	$	44	Comprehensive income attributed to LP	$	346	$	182	$	1,165	$	226

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

Condensed Consolidated Balance Sheets

Dollar amounts in millions

(Unaudited)


		June 30, 2021		December 31, 2020			September 30, 2021		December 31, 2020
ASSETS	ASSETS					ASSETS
Cash and cash equivalents	Cash and cash equivalents	$	590	$	535	Cash and cash equivalents	$	607	$	535
Receivables, net of allowance for doubtful accounts of $2 million at June 30, 2021, and December 31, 2020		310		184
Receivables, net of allowance for doubtful accounts of $2 million at September 30, 2021, and December 31, 2020						Receivables, net of allowance for doubtful accounts of $2 million at September 30, 2021, and December 31, 2020	248		184
Inventories	Inventories	311		259		Inventories	320		259
Prepaid expenses and other current assets	Prepaid expenses and other current assets	20		15		Prepaid expenses and other current assets	23		15
Total current assets	Total current assets	1,230		993		Total current assets	1,197		993

Timber and timberlands	Timber and timberlands	64		52		Timber and timberlands	83		52
Property, plant, and equipment, net	Property, plant, and equipment, net	938		918		Property, plant, and equipment, net	980		918
Operating lease assets	Operating lease assets	37		40		Operating lease assets	38		40
Goodwill and other intangible assets	Goodwill and other intangible assets	45		46		Goodwill and other intangible assets	44		46
Investments in and advances to affiliates	Investments in and advances to affiliates	10		11		Investments in and advances to affiliates	18		11
Restricted cash	Restricted cash	13		0		Restricted cash	13		—
Other assets	Other assets	26		24		Other assets	25		24
Deferred tax asset	Deferred tax asset	4		3		Deferred tax asset	2		3
Total assets	Total assets	$	2,367	$	2,086	Total assets	$	2,400	$	2,086
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	$	315	$	267	Accounts payable and accrued liabilities	$	354	$	267
Income tax payable	Income tax payable	36		18		Income tax payable	72		18
Current portion of contingency reserves	Current portion of contingency reserves	1		1		Current portion of contingency reserves	1		1
Total current liabilities	Total current liabilities	353		286		Total current liabilities	427		286

Long-term debt	Long-term debt	346		348		Long-term debt	346		348
Deferred income taxes	Deferred income taxes	88		78		Deferred income taxes	94		78
Non-current operating lease liabilities	Non-current operating lease liabilities	29		32		Non-current operating lease liabilities	29		32
Contingency reserves, excluding current portion	Contingency reserves, excluding current portion	13		13		Contingency reserves, excluding current portion	13		13
Other long-term liabilities	Other long-term liabilities	97		86		Other long-term liabilities	115		86
Total liabilities	Total liabilities	925		842		Total liabilities	1,024		842

Redeemable noncontrolling interest	Redeemable noncontrolling interest	9		10		Redeemable noncontrolling interest	9		10

Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
Common stock, $1 par value, 200,000,000 shares authorized; 113,835,024 and 96,973,031 shares issued and outstanding, respectively, as of June 30, 2021; and 123,547,974 and 106,240,030 shares issued and outstanding, respectively, as of December 31, 2020		114		124
Common stock, $1 par value, 200,000,000 shares authorized; 107,035,818 and 90,222,524 shares issued and outstanding, respectively, as of September 30, 2021; and 123,547,974 and 106,240,030 shares issued and outstanding, respectively, as of December 31, 2020						Common stock, $1 par value, 200,000,000 shares authorized; 107,035,818 and 90,222,524 shares issued and outstanding, respectively, as of September 30, 2021; and 123,547,974 and 106,240,030 shares issued and outstanding, respectively, as of December 31, 2020	107		124
Additional paid-in capital	Additional paid-in capital	446		452		Additional paid-in capital	451		452
Retained earnings	Retained earnings	1,413		1,206		Retained earnings	1,369		1,206
Treasury stock, 16,861,993 shares and 17,307,944 shares, at cost as of June 30, 2021, and December 31, 2020, respectively		(390)		(397)
Treasury stock, 16,813,294 shares and 17,307,944 shares, at cost as of September 30, 2021, and December 31, 2020, respectively						Treasury stock, 16,813,294 shares and 17,307,944 shares, at cost as of September 30, 2021, and December 31, 2020, respectively	(390)		(397)
Accumulated comprehensive loss	Accumulated comprehensive loss	(149)		(151)		Accumulated comprehensive loss	(168)		(151)
Total stockholders’ equity	Total stockholders’ equity	1,433		1,234		Total stockholders’ equity	1,368		1,234
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	2,367	$	2,086	Total liabilities and stockholders’ equity	$	2,400	$	2,086

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

Condensed Consolidated Statements of Cash Flows

Dollar amounts in millions

(Unaudited)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
CASH FLOWS FROM OPERATING ACTIVITIES:	CASH FLOWS FROM OPERATING ACTIVITIES:									CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	Net income	$	497	$	31	$	817	$	64	Net income	$	365	$	177	$	1,182	$	241
Adjustments to net income:	Adjustments to net income:									Adjustments to net income:
Depreciation and amortization	Depreciation and amortization	29		28		58		56		Depreciation and amortization	30		28		88		84
Loss on impairment	Loss on impairment	0		8		0		15		Loss on impairment	—		1		—		16
Deferred taxes	Deferred taxes	3		5		7		1		Deferred taxes	9		—		15		1
Loss on early debt extinguishment	Loss on early debt extinguishment	0		0		11		0		Loss on early debt extinguishment	—		—		11		—
Other adjustments, net	Other adjustments, net	7		15		10		10		Other adjustments, net	(3)		7		7		17
Changes in assets and liabilities (net of acquisitions and divestitures):	Changes in assets and liabilities (net of acquisitions and divestitures):									Changes in assets and liabilities (net of acquisitions and divestitures):
Receivables	Receivables	(50)		4		(124)		(27)		Receivables	64		(48)		(59)		(75)
Prepaid expenses and other current assets	Prepaid expenses and other current assets	(9)		(4)		(6)		(5)		Prepaid expenses and other current assets	1		(2)		(5)		(7)
Inventories	Inventories	(3)		38		(53)		2		Inventories	(13)		4		(66)		6
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	39		(6)		37		(22)		Accounts payable and accrued liabilities	28		35		64		13
Income taxes payable, net of receivables	Income taxes payable, net of receivables	(56)		10		16		26		Income taxes payable, net of receivables	31		16		46		42
Net cash provided by operating activities	Net cash provided by operating activities	457		129		772		120		Net cash provided by operating activities	511		218		1,283		338
CASH FLOWS FROM INVESTING ACTIVITIES:	CASH FLOWS FROM INVESTING ACTIVITIES:									CASH FLOWS FROM INVESTING ACTIVITIES:
Property, plant, and equipment additions	Property, plant, and equipment additions	(32)		(15)		(65)		(39)		Property, plant, and equipment additions	(68)		(14)		(133)		(53)
Proceeds from business divestiture	Proceeds from business divestiture	0		14		0		14		Proceeds from business divestiture	—		1		—		15
Redemption of insurance cash surrender value	Redemption of insurance cash surrender value	0		10		0		10		Redemption of insurance cash surrender value	—		—		—		10
Other investing activities	Other investing activities	1		3		3		3		Other investing activities	—		—		3		3
Net cash (used in) provided by investing activities		(31)		12		(63)		(12)
Net cash used in investing activities										Net cash used in investing activities	(68)		(13)		(131)		(25)
CASH FLOWS FROM FINANCING ACTIVITIES:	CASH FLOWS FROM FINANCING ACTIVITIES:									CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowing of long-term debt	Borrowing of long-term debt	0		0		350		350		Borrowing of long-term debt	—		—		350		350
Repayment of long-term debt, including redemption premium	Repayment of long-term debt, including redemption premium	0		(350)		(359)		(350)		Repayment of long-term debt, including redemption premium	—		—		(359)		(350)
Payment of cash dividends	Payment of cash dividends	(16)		(17)		(33)		(33)		Payment of cash dividends	(17)		(16)		(50)		(49)
Purchase of stock	Purchase of stock	(465)		0		(588)		0		Purchase of stock	(399)		(29)		(987)		(29)
Other financing activities	Other financing activities	(2)		(1)		(12)		(6)		Other financing activities	—		—		(12)		(6)
Net cash (used in) provided by financing activities		(484)		(368)		(642)		(39)
Net cash used in financing activities										Net cash used in financing activities	(416)		(45)		(1,058)		(84)
EFFECT OF EXCHANGE RATE ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH	EFFECT OF EXCHANGE RATE ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH	2		(2)		0		(5)		EFFECT OF EXCHANGE RATE ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(11)		1		(10)		(4)
Net (decrease) increase in cash, cash equivalents and restricted cash		(55)		(229)		68		64
Net increase in cash, cash equivalents and restricted cash										Net increase in cash, cash equivalents and restricted cash	17		161		84		225
Cash, cash equivalents, and restricted cash at beginning of period	Cash, cash equivalents, and restricted cash at beginning of period	658		488		535		195		Cash, cash equivalents, and restricted cash at beginning of period	603		259		535		195
Cash, cash equivalents, and restricted cash at end of period	Cash, cash equivalents, and restricted cash at end of period	$	603	$	259	$	603	$	259	Cash, cash equivalents, and restricted cash at end of period	$	620	$	420	$	620	$	420

Supplemental cash flow information:	Supplemental cash flow information:									Supplemental cash flow information:
Cash paid for income taxes, net of cash received	Cash paid for income taxes, net of cash received	$	200	$	0	$	221	$	29	Cash paid for income taxes, net of cash received	$	84	$	45	$	305	$	48
Cash paid for interest, net of cash received	Cash paid for interest, net of cash received	$	0	$	2	$	9	$	12	Cash paid for interest, net of cash received	$	7	$	7	$	16	$	19
Unpaid capital expenditures	Unpaid capital expenditures	$	26	$	11	$	26	$	11	Unpaid capital expenditures	$	42	$	4	$	42	$	4

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

Condensed Consolidated Statements of Stockholders' Equity

Dollar and share amounts in millions, except per share amounts

(Unaudited)


		Common Stock			Treasury Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Comprehensive Loss		Total Stockholders' Equity			Common Stock			Treasury Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Comprehensive Loss		Total Stockholders' Equity
		Shares	Amount		Shares	Amount											Shares	Amount		Shares	Amount
Balance, December 31, 2020	Balance, December 31, 2020	124	$	124	17	$	(397)	$	452	$	1,206	$	(151)	$	1,234	Balance, December 31, 2020	124	$	124	17	$	(397)	$	452	$	1,206	$	(151)	$	1,234
Net income attributed to LP	Net income attributed to LP	—	—		—	—		—		320		—		320		Net income attributed to LP	—	—		—	—		—		320		—		320
Dividends paid ($0.16 per share)	Dividends paid ($0.16 per share)	—	—		—	—		—		(17)		—		(17)		Dividends paid ($0.16 per share)	—	—		—	—		—		(17)		—		(17)
Issuance of shares under stock plans	Issuance of shares under stock plans	—	—		0	11		(11)		—		—		0		Issuance of shares under stock plans	—	—		—	11		(11)		—		—		—
Taxes paid related to net settlement of stock-based awards	Taxes paid related to net settlement of stock-based awards	—	—		—	(6)		—		—		—		(6)		Taxes paid related to net settlement of stock-based awards	—	—		—	(6)		—		—		—		(6)
Purchase of stock	Purchase of stock	(2)	(2)		—	—		—		(120)		—		(122)		Purchase of stock	(2)	(2)		—	—		—		(120)		—		(122)
Compensation expense associated with stock-based compensation	Compensation expense associated with stock-based compensation	—	—		—	—		1		—		—		1		Compensation expense associated with stock-based compensation	—	—		—	—		1		—		—		1
Other comprehensive loss	Other comprehensive loss	—	—		—	—		—		—		(6)		(6)		Other comprehensive loss	—	—		—	—		—		—		(6)		(6)
Balance, March 31, 2021	Balance, March 31, 2021	121	$	121	17	$	(393)	$	443	$	1,390	$	(157)	$	1,404	Balance, March 31, 2021	121	$	121	17	$	(393)	$	443	$	1,390	$	(157)	$	1,404
Net income attributed to LP	Net income attributed to LP	—	—		—	—		—		498		—		498		Net income attributed to LP	—	—		—	—		—		498		—		498
Dividends paid ($0.16 per share)	Dividends paid ($0.16 per share)	—	—		—	—		—		(16)		—		(16)		Dividends paid ($0.16 per share)	—	—		—	—		—		(16)		—		(16)
Issuance of shares under stock plans	Issuance of shares under stock plans	—	—		0	2		(1)		—		—		1		Issuance of shares under stock plans	—	—		—	2		(1)		—		—		1
Taxes paid related to net settlement of stock-based awards		—	—		—	—		—		—		—		—

Purchase of stock	Purchase of stock	(7)	(7)		—	—		—		(458)		—		(465)		Purchase of stock	(7)	(7)		—	—		—		(458)		—		(465)
Compensation expense associated with stock-based compensation	Compensation expense associated with stock-based compensation	—	—		—	—		4		—		—		4		Compensation expense associated with stock-based compensation	—	—		—	—		4		—		—		4
Other comprehensive loss	Other comprehensive loss	—	—		—	—		—		—		8		8		Other comprehensive loss	—	—		—	—		—		—		8		8
Balance, June 30, 2021	Balance, June 30, 2021	114	$	114	17	$	(390)	$	446	$	1,413	$	(149)	$	1,433	Balance, June 30, 2021	114	$	114	17	$	(390)	$	446	$	1,413	$	(149)	$	1,433
Net income attributed to LP																Net income attributed to LP	—	—		—	—		—		365		—		365
Dividends paid ($0.18 per share)																Dividends paid ($0.18 per share)	—	—		—	—		—		(17)		—		(17)

Purchase of stock																Purchase of stock	(7)	(7)		—	—		—		(392)		—		(399)
Compensation expense associated with stock-based compensation																Compensation expense associated with stock-based compensation	—	—		—	—		5		—		—		5
Other comprehensive loss																Other comprehensive loss	—	—		—	—		—		—		(19)		(19)
Balance, September 30, 2021																Balance, September 30, 2021	107	$	107	17	$	(390)	$	451	$	1,369	$	(168)	$	1,368


		Common Stock			Treasury Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Comprehensive Loss		Total Stockholders' Equity			Common Stock			Treasury Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Comprehensive Loss		Total Stockholders' Equity
		Shares	Amount		Shares	Amount											Shares	Amount		Shares	Amount
Balance, December 31, 2019	Balance, December 31, 2019	130	$	130	18	$	(406)	$	454	$	966	$	(153)	$	991	Balance, December 31, 2019	130	$	130	18	$	(406)	$	454	$	966	$	(153)	$	991
Net income attributed to LP	Net income attributed to LP	—	—		—	—		—		33		—		33		Net income attributed to LP	—	—		—	—		—		33		—		33
Dividends paid ($0.145 per share)	Dividends paid ($0.145 per share)	—	—		—	—		—		(16)		—		(16)		Dividends paid ($0.145 per share)	—	—		—	—		—		(16)		—		(16)
Issuance of shares under stock plans	Issuance of shares under stock plans	—	—		0	8		(8)		—		—		0		Issuance of shares under stock plans	—	—		—	8		(8)		—		—		—
Taxes paid related to net settlement of stock-based awards	Taxes paid related to net settlement of stock-based awards	—	—		—	(4)		—		—		—		(4)		Taxes paid related to net settlement of stock-based awards	—	—		—	(4)		—		—		—		(4)

Compensation expense associated with stock-based compensation	Compensation expense associated with stock-based compensation	—	—		—	—		2		—		—		2		Compensation expense associated with stock-based compensation	—	—		—	—		2		—		—		2
Other comprehensive loss	Other comprehensive loss	—	—		—	—		—		—		(22)		(22)		Other comprehensive loss	—	—		—	—		—		—		(22)		(22)
Balance, March 31, 2020	Balance, March 31, 2020	130	$	130	18	$	(402)	$	448	$	983	$	(175)	$	984	Balance, March 31, 2020	130	$	130	18	$	(402)	$	448	$	983	$	(175)	$	984
Net income attributed to LP	Net income attributed to LP	—	—		—	—		—		33		—		33		Net income attributed to LP	—	—		—	—		—		33		—		33
Dividends paid ($0.145 per share)	Dividends paid ($0.145 per share)	—	—		—	—		—		(17)		—		(17)		Dividends paid ($0.145 per share)	—	—		—	—		—		(17)		—		(17)
Issuance of shares under stock plans	Issuance of shares under stock plans	—	—		(1)	2		(1)		—		—		1		Issuance of shares under stock plans	—	—		(1)	2		(1)		—		—		1
Compensation expense associated with stock-based compensation	Compensation expense associated with stock-based compensation	—	—		0	—		1		—		—		1		Compensation expense associated with stock-based compensation	—	—		—	—		1		—		—		1
Noncontrolling interest redemption value adjustment	Noncontrolling interest redemption value adjustment	—	—		—	—		(2)		—		—		(2)		Noncontrolling interest redemption value adjustment	—	—		—	—		(2)		—		—		(2)
Other comprehensive income	Other comprehensive income	—	—		—	—		—		—		0		—		Other comprehensive income	—	—		—	—		—		—		—		—
Balance, June 30, 2020	Balance, June 30, 2020	130	$	130	17	$	(400)	$	446	$	999	$	(175)	$	1,000	Balance, June 30, 2020	130	$	130	17	$	(400)	$	446	$	999	$	(175)	$	1,000

Net income attributed to LP																Net income attributed to LP	—	—		—	—		—		177		—		177
Dividends paid ($0.145 per share)																Dividends paid ($0.145 per share)	—	—		—	—		—		(16)		—		(16)
Issuance of shares under stock plans																Issuance of shares under stock plans	—	—		—	1		(1)		—		—		—
Purchase of stock																Purchase of stock	(1)	(1)		—	—		—		(28)		—		(29)
Compensation expense associated with stock-based compensation																Compensation expense associated with stock-based compensation	—	—		—	—		5		—		—		5
Other comprehensive income																Other comprehensive income	—	—		—	—		—		—		5		5
Balance, September 30, 2020																Balance, September 30, 2020	129	$	129	17	$	(399)	$	450	$	1,132	$	(170)	$	1,142

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. NATURE OF OPERATIONS AND BASIS FOR PRESENTATION

Nature of Operations

Louisiana-Pacific Corporation and our subsidiaries is a leading provider of high-performance building solutions that meet the demands of builders, remodelers, and homeowners worldwide. We have leveraged our expertise serving the new home construction, repair and remodeling, and outdoor structures markets to become an industry leader known for innovation, quality, and reliability. In addition to our U.S. operations, the Company also maintains manufacturing facilities in Canada, Chile, and Brazil through foreign subsidiaries, and operates facilities through joint ventures. The principal customers for our building solutions are retailers, wholesalers, and homebuilding and industrial businesses in North America and South America, with limited sales to Asia, Australia, and Europe. References to "LP," "the Company," "we," "our," and "us" refer to Louisiana-Pacific Corporation and its consolidated subsidiaries as a whole.

Basis for Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) for interim financial information. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete consolidated financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal and recurring nature. These Condensed Consolidated Financial Statements and Notes hereto should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on February 18, 2021 (2020 Annual Report on Form 10-K). Results of operations for interim periods are not necessarily indicative of results to be expected for an entire year. All dollar amounts are shown in millions except per share.

Recently Adopted Accounting Policies

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). This ASU simplifies the accounting for income taxes by, among other things, eliminating certain existing exceptions related to the general approach in ASC 740 relating to franchise taxes, reducing complexity in the interim-period accounting for year-to-date loss limitations and changes in tax laws, and clarifying the accounting for transactions outside of business ~~combination~~combinations that result in a step-up in the tax basis of goodwill. The Company adopted ASU 2019-12 effective as of January 1, 2021. There was no impact on our Condensed Consolidated Financial Statements upon adoption.

NOTE 2. REVENUE

The following table presents our reportable segment revenues, disaggregated by revenue source. We disaggregate revenue from contracts with customers into major product lines. We have determined that disaggregating revenue into these categories achieves the disclosure objective to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

As noted in the segment reporting information in Note 1718 below, our reportable segments are Siding, Oriented Strand Board (OSB), Engineered Wood Products (EWP), and South America.


Three Months Ended June 30, 2021
Three Months Ended September 30, 2021																Three Months Ended September 30, 2021
By product type and family:	By product type and family:	Siding		OSB		EWP		South America		Other		Inter-segment		Total		By product type and family:	Siding		OSB		EWP		South America		Other		Inter-segment		Total
Value-add	Value-add															Value-add
Siding Solutions	Siding Solutions	$	288	$	0	$	0	$	10	$	0	$	0	$	298	Siding Solutions	$	310	$	—	$	—	$	9	$	—	$	—	$	319

OSB - Structural Solutions	OSB - Structural Solutions	—		350		0		63		0		0		414		OSB - Structural Solutions	—		307		—		65		—		—		372
I-Joist	I-Joist	—		—		75		—		—		—		75		I-Joist	—		—		109		—		—		—		109
LVL	LVL	0		0		45		0		0		0		45		LVL	—		—		51		—		—		—		51
LSL	LSL	0		0		11		0		0		—		11		LSL	—		—		20		—		—		(1)		20
		288		350		132		74		0		0		843			310		307		180		75		—		(1)		871
Commodity	Commodity															Commodity
OSB - commodity	OSB - commodity	0		425		0		0		0		—		425		OSB - commodity	—		290		—		—		—		—		290
Plywood	Plywood	0		0		19		0		0		0		19		Plywood	—		—		9		—		—		—		9
		0		425		19		0		0		0		445			—		290		9		—		—		—		299
Other	Other															Other
Other products	Other products	3		2		7		0		26		0		38		Other products	3		4		11		2		30		—		49
		$	291	$	778	$	158	$	74	$	26	$	0	$	1,325		$	312	$	600	$	201	$	76	$	30	$	(1)	$	1,219


Six Months Ended June 30, 2021
Nine Months Ended September 30, 2021																Nine Months Ended September 30, 2021
By product type and family:	By product type and family:	Siding		OSB		EWP		South America		Other		Inter-segment		Total		By product type and family:	Siding		OSB		EWP		South America		Other		Inter-segment		Total
Value-add	Value-add															Value-add
Siding Solutions	Siding Solutions	$	570	$	0	$	0	$	20	$	0	$	0	$	589	Siding Solutions	$	879	$	—	$	—	$	29	$	—	$	—	$	908

OSB - Structural Solutions	OSB - Structural Solutions	—		605		0		104		0		0		709		OSB - Structural Solutions	—		912		—		171		—		—		1,082
I-Joist	I-Joist	—		—		123		—		—		—		123		I-Joist	—		—		232		—		—		—		232
LVL	LVL	0		0		89		0		0		0		89		LVL	—		—		140		—		—		—		140
LSL	LSL	0		0		19		0		0		0		19		LSL	—		—		39		—		—		(2)		39
		570		605		231		124		0		0		1,529			879		912		411		200		—		(2)		2,402
Commodity	Commodity															Commodity
OSB - commodity	OSB - commodity	0		707		0		0		0		—		707		OSB - commodity	—		997		—		—		—		—		997
Plywood	Plywood	0		0		32		0		0		0		32		Plywood	—		—		41		—		—		—		41
		0		707		32		0		0		0		739			—		997		41		—		—		—		1,038
Other	Other															Other
Other products	Other products	6		5		17		3		43		(1)		75		Other products	9		9		29		3		73		—		123
		$	576	$	1,317	$	280	$	126	$	43	$	(1)	$	2,342		$	889	$	1,917	$	481	$	203	$	73	$	(2)	$	3,561


Three Months Ended June 30, 2020
Three Months Ended September 30, 2020																Three Months Ended September 30, 2020
By product type and family:	By product type and family:	Siding		OSB		EWP		South America		Other		Inter-segment		Total		By product type and family:	Siding		OSB		EWP		South America		Other		Inter-segment		Total
Value-add	Value-add															Value-add
Siding Solutions	Siding Solutions	$	207	$	0	$	0	$	5	$	0	$	0	$	212	Siding Solutions	$	260	$	—	$	—	$	4	$	—	$	—	$	264
OSB - Structural Solutions	OSB - Structural Solutions	0		95		1		32		0		0		128		OSB - Structural Solutions	—		162		—		40		—		—		202
I-Joist	I-Joist	—		—		32		—		—		—		32		I-Joist	—		—		37		—		—		—		37
LVL	LVL	0		0		30		0		0		0		30		LVL	—		—		35		—		—		—		35
LSL	LSL	0		0		9		0		0		0		9		LSL	—		—		14		—		—		—		14
		207		95		72		37		0		0		411			260		162		86		44		—		—		552
Commodity	Commodity															Commodity
OSB - commodity	OSB - commodity	0		108		0		0		0		0		108		OSB - commodity	—		198		—		—		—		—		198
Plywood	Plywood	0		0		3		0		0		0		3		Plywood	—		—		7		—		—		—		7
		0		108		3		0		0		0		111			—		198		7		—		—		—		205

Other	Other															Other
CanExel siding		0		0		0		0		3		0		3

Other products	Other products	13		1		4		1		4		—		23		Other products	8		8		10		1		11		—		38
		$	220	$	204	$	79	$	38	$	7	$	0	$	548		$	268	$	368	$	103	$	45	$	11	$	—	$	795

Six Months Ended June 30, 2020
By product type and family: Siding OSB EWP South America Other Inter-segment Total
Value-add
Siding Solutions $ 398 $ 0 $ 0 $ 8 $ 0 $ 0 $ 406
OSB - Structural Solutions 0 198 2 64 0 0 264
I-Joist — — 69 — — — 69
LVL 0 0 66 0 0 0 66
LSL 0 0 21 0 0 0 21
398 198 158 72 0 0 826
Commodity
OSB - commodity 0 221 0 0 0 0 221
Plywood 0 0 9 0 0 0 9
0 221 9 0 0 0 230
Other
CanExel siding 0 0 0 0 14 0 14
Other products 34 5 11 2 11 — 63
$ 432 $ 424 $ 178 $ 74 $ 25 $ 0 $ 1,133


Nine Months Ended September 30, 2020
By product type and family:	Siding		OSB		EWP		South America		Other		Inter-segment		Total
Value-add
Siding Solutions	$	658	$	—	$	—	$	12	$	—	$	—	$	670
OSB - Structural Solutions	—		360		2		104		—		—		466
I-Joist	—		—		106		—		—		—		106
LVL	—		—		101		—		—		—		101
LSL	—		—		35		—		—		—		35
	658		360		244		116		—		—		1,378
Commodity
OSB - commodity	—		419		—		—		—		—		419
Plywood	—		—		16		—		—		—		16
	—		419		16		—		—		—		435

Other

Other products	42		13		21		3		36		—		115
	$	700	$	792	$	281	$	119	$	36	$	—	$	1,928

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

Our businesses routinely incur customer program costs to obtain favorable product placement, to promote sales of products, and to maintain competitive pricing. Customer program costs and incentives, including rebates and promotion and volume allowances, are accounted for as deductions from net sales at the time the program is initiated. These reductions from revenue are recorded at the time of sale or the implementation of the program based on management’s best estimates. Estimates are based on historical and projected experience for each type of program or customer. Volume allowances are accrued based on management’s estimates of customer volume achievement and other factors incorporated into customer agreements, such as new product purchases, store sell-through, and merchandising support. Management adjusts accruals when circumstances indicate (typically as a result of a change in volume expectations).

We ship some of our products to customers’ distribution centers on a consignment basis. We retain title to our products stored at the distribution centers. As our products are removed from the distribution centers by retailers and shipped to retailers’ stores, title passes from us to the retailers. At that time, we invoice the retailers and recognize revenue for these consignment transactions. We do not offer a right of return for products shipped to the retailers’ stores from the distribution.

NOTE 3. EARNINGS PER SHARE

Basic earnings per share is based upon the weighted-average number of shares of common stock outstanding. Diluted earnings per share is based upon the weighted-average number of shares of common stock outstanding, plus all potentially dilutive securities that were assumed to be converted into common shares at the beginning of the period under the treasury stock method. This method requires that the effect of potentially dilutive common stock equivalents (stock options, stock-settled appreciation rights (SSARs), restricted stock units, and performance stock units) be excluded from the calculation of diluted earnings per share for the periods in which losses are reported because the effect is anti-dilutive.

The following table sets forth the computation of basic and diluted earnings per share (in millions, except per share amounts):


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
Net income attributed to LP	Net income attributed to LP									Net income attributed to LP
Weighted average common shares outstanding - basic	Weighted average common shares outstanding - basic	101		112		103		112		Weighted average common shares outstanding - basic	94		112		100		112
Dilutive effect of employee stock plans	Dilutive effect of employee stock plans	1		1		1		1		Dilutive effect of employee stock plans	—		1		1		1
Shares used for diluted earnings per share	Shares used for diluted earnings per share	102		113		104		113		Shares used for diluted earnings per share	94		113		101		113
Earnings per share:	Earnings per share:									Earnings per share:
Basic earnings	Basic earnings	$	4.93	$	0.29	$	7.90	$	0.59	Basic earnings	$	3.90	$	1.58	$	11.81	$	2.16
Diluted earnings	Diluted earnings	$	4.90	$	0.29	$	7.85	$	0.58	Diluted earnings	$	3.87	$	1.57	$	11.73	$	2.15

NOTE 4. FAIR VALUE MEASUREMENTS

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable

inputs and minimize the use of unobservable inputs when measuring fair value. We are required to classify these financial assets and liabilities into two groups: (i) recurring—measured on a periodic basis, and (ii) non-recurring—measured on an as-needed basis.

Trading securities consist of rabbi trust financial assets, which are recorded in Other assets in our Condensed Consolidated Balance Sheets. The assets of the rabbi trust are invested in mutual funds and are reported at fair value based on active market quotations, which represent Level 1 inputs. The assets of the rabbi trust were $6 million and $5 million at ~~June~~September 30, 2021, and December 31, 2020, respectively.

~~We estimated our~~The fair value of the 3.625% Senior Notes due in 2029 (2029 Senior Notes) is estimated to ~~have a fair value of $352~~be $354 million as of ~~June~~September 30, 2021, based upon market quotations. ~~Our~~The 2029 Senior Notes and other long-term debt are categorized as Level 1 in the U.S. GAAP fair value hierarchy. Fair values are based on trading activity among the Company’s lenders and the average bid and ask price as determined using published rates.

There were no outstanding amounts borrowed under our Amended Credit Facility as of ~~June~~September 30, 2021.

During the ~~three and six~~nine months ended ~~June~~September 30, 2020, we sold our auction rate securities (ARS) and recognized a $3 million gain on available for sale securities, which is included in Investment income in the Condensed Consolidated Statements of Income.

Carrying amounts reported on the balance sheet for cash and cash equivalents, accounts receivables, and accounts payable approximate fair value due to the short-term maturity of these items.

NOTE 5. RECEIVABLES

Receivables consisted of the following:


		June 30, 2021		December 31, 2020			September 30, 2021		December 31, 2020
Trade receivables	Trade receivables	$	281	$	161	Trade receivables	$	211	$	161
Income tax receivable	Income tax receivable	5		2		Income tax receivable	11		2
Other receivables	Other receivables	25		23		Other receivables	27		23
Allowance for doubtful accounts	Allowance for doubtful accounts	(2)		(2)		Allowance for doubtful accounts	(2)		(2)
Total	Total	$	310	$	184	Total	$	248	$	184

Trade receivables are primarily generated by sales of our products to our wholesale and retail customers. Other receivables, as of ~~June~~September 30, 2021, and December 31, 2020, primarily consist of sales tax receivables, vendor rebates, a receivable associated with an affiliate, and other miscellaneous receivables.

NOTE 6. INVENTORIES

Inventories are valued at the lower of cost or net realizable value. Inventory cost includes materials, labor, and operating overhead. The major types of inventories are as follows (work in process is not material and is included in Semi-finished inventory below):


		June 30, 2021		December 31, 2020			September 30, 2021		December 31, 2020
Logs	Logs	$	53	$	49	Logs	$	47	$	49
Other raw materials	Other raw materials	48		36		Other raw materials	53		36
Semi-finished inventory	Semi-finished inventory	43		28		Semi-finished inventory	42		28
Finished products	Finished products	167		146		Finished products	178		146
Total	Total	$	311	$	259	Total	$	320	$	259

NOTE 7. GOODWILL AND OTHER INTANGIBLES

Goodwill and indefinite-lived intangible assets are not amortized and are subject to assessment for impairment by applying a fair value based test on an annual basis or more frequently, if circumstances indicate a potential impairment. The Company’s annual assessment date is October 1.

Changes in goodwill and other intangible assets as of ~~June~~September 30, 2021, are provided in the following table:


		Timber licenses1		Goodwill		Developed Technology		Trademarks			Timber licenses1		Goodwill		Developed Technology		Trademarks
Beginning balance December 31, 2020	Beginning balance December 31, 2020	$	34	$	25	$	19	$	3	Beginning balance December 31, 2020	$	34	$	25	$	19	$	3

Amortization	Amortization	(2)		—		(1)		0		Amortization	(2)		—		(1)		—
Ending balance June 30, 2021		$	33	$	25	$	18	$	2
Ending balance September 30, 2021										Ending balance September 30, 2021	$	32	$	25	$	17	$	2

1Timber licenses are included in Timber and timberlands on the Condensed Consolidated Balance Sheets.

NOTE 8. REDEEMABLE NONCONTROLLING INTEREST

Redeemable noncontrolling interest is interest in subsidiaries that is redeemable outside of our control either for cash or other assets. These interests are classified as mezzanine equity and measured at the greater of estimated redemption value or carrying value at the end of each reporting period. Net loss attributed to noncontrolling interest is recorded in the Condensed Consolidated Statements of Income. Any adjustments to the redemption value of redeemable noncontrolling interest are recognized in either net income or through accumulated paid-in capital, depending on the nature of the underlying security (preferred or common units).

The components of redeemable noncontrolling interest are as follows:



Beginning balance December 31, 2020	$	10


Net loss attributed to noncontrolling interest	(1)

Ending balance ~~June~~September 30, 2021	$	9

NOTE 9. LONG-TERM DEBT

The following table summarizes our outstanding debt:


	September 30, 2021		December 31, 2020
2029 Senior Notes	$	350	$	—
2024 Senior Notes	—		350
Amended Credit Facility	—		—
Financing leases	—		1
Unamortized debt costs	(4)		(2)
Total	346		348
Less: current portion	—		—
Long-term portion	$	346	$	348

June 30, 2021 December 31, 2020
2029 Senior Notes $ 350 $ 0
2024 Senior Notes 0 350
Amended Credit Facility 0 0
Financing leases 0 1
Unamortized debt costs (4) (2)
Total 346 348
Less: current portion 0 0
Long-term portion $ 346 $ 348

Senior Notes

In March 2021, weLP issued $350 million of the 2029 Senior Notes. WeThe Company may redeem the 2029 Senior Notes, in whole or in part, prior to March 15, 2024, at a redemption price equal to 100% of the principal amount thereof plus a “make-whole” premium set forth in the indenture governing ~~our~~the 2029 Senior Notes, plus accrued and unpaid interest, if any, to, but not including, the date of redemption. On or after March 15, 2024, weLP may, at ~~our~~its option on one or more occasions, redeem all or any portion of these notes at the redemption prices set forth in the indenture governing the 2029 Senior Notes, plus accrued and unpaid interest, if any, to, but not including, the date of redemption. The indenture governing the 2029 Senior Notes contains certain covenants that, among other things, limit ~~our~~the Company's ability to grant liens to secure indebtedness, engage in sale and leaseback transactions and merge or consolidate or sell all or substantially all of ~~our~~its assets. If ~~we are~~LP is subject to a "change of control," as defined in the indenture, ~~we are~~LP is required to offer to repurchase the 2029 Senior Notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, thereon to, but not including, the date of purchase. The indenture governing the 2029 Senior Notes contains customary events of default, including failure to make required payments on the 2029 Senior Notes, failure to comply with certain agreements or covenants contained in the indenture, failure to pay or acceleration of certain other indebtedness and certain events of bankruptcy and insolvency. An event of default in the indenture allows either the indenture trustee or the holders of at least 25% in aggregate principal amount of the then-outstanding 2029 Senior Notes to accelerate, or in certain cases, automatically causes the acceleration of, the amounts due under the 2029 Senior Notes.

In September 2016, LP issued $350 million aggregate principal amount Senior Notes due 2024 (2024 Senior Notes). In February 2021, LP delivered to holders of the 2024 Senior Notes a conditional notice of redemption to redeem on March 27, 2021 all of the 2024 Senior Notes outstanding at a redemption price of 102.438% of the principal amount thereof plus accrued and unpaid interest to, but not including, the redemption date. The redemption notice became irrevocable on March 11, 2021, and the 2024 Senior Notes were fully redeemed on March 27, 2021. In connection with this redemption, LP recorded an early debt extinguishment charge of $11 million, recorded within Other non-operating items on the Condensed Consolidated Statements of Income, which included $9 million of redemption premium and $2 million of unamortized debt costs associated with these notes.

Deferred debt costs are amortized over the life of the related debt using a straight-line basis which approximates the effective interest method. If the debt is retired early, the related unamortized deferred financing costs are written off in the period the debt is retired to Other non-operating items. During the ~~six~~nine months ended ~~June~~September 30, 2021, $2 million of deferred debt costs were written off in association with the 2024 Senior Notes extinguishment, and weLP paid $4 million in debt issuance costs that will be deferred and amortized over the life of the 2029 Senior Notes.

Credit Facility

In ~~June~~August 2021, weLP entered into a ~~third~~fourth amendment ~~(Third~~(Fourth Amendment) to ~~our~~its revolving credit facility, dated as of June 27, 2019 (Credit Facility), with American AgCredit, PCA, as administrative agent and CoBank, ACB, as letter of credit issuer, (as amended, the Amended Credit Facility). The Amended Credit Facility provides a revolving credit facility in the principal amount of up to $550 million, with a $60 million sub-limit for letters of credit. The

revolving facility, pursuant to the Amended Credit Facility, terminates, and all loans made thereunder become due in June 2027. LP has granted a security interest in substantially all of its U.S. personal property to secure the Amended Credit Facility, and certain of LP’s existing and future wholly-owned domestic subsidiaries may guaranty ~~our~~its obligations under the Amended Credit Facility and, subject to certain limited exceptions, provide security through a security interest in substantially all the personal property of these subsidiaries. The Amended Credit Facility provides a release of security interest after obtaining an Investment Grade rating from any one of the Moody's, S&P, or Fitch. There are no outstanding amounts borrowed under the Amended Credit Facility as of ~~June~~September 30, 2021.

Revolving borrowings under the Amended Credit Facility accrue interest, at ~~our~~the Company's option, at either (a) a “base rate” plus a margin of 0.500% to 1.500% or (b) LIBOR plus a margin of 1.500% to 2.500%. The Amended Credit Facility also includes an unused commitment fee, due quarterly, ranging from 0.200% to 0.425%. The applicable margins and fees within these ranges are based on our ratio of consolidated EBITDA to cash interest

charges. The “base rate” is the highest of (i) the Federal funds rate plus 0.5%, (ii) the U.S. prime rate, and (iii) one-month LIBOR plus 1.0%.

The Amended Credit Facility contains various restrictive covenants and customary events of default, the occurrence of which could result in the acceleration of our obligation to repay the indebtedness outstanding thereunder. The Amended Credit Facility also contains financial covenants that require usthe Company and ~~our~~its consolidated subsidiaries to have, as of the end of each quarter, ~~(i)~~ a capitalization ratio (i.e., funded debt less unrestricted cash to total capitalization) of no more than 57.5% ~~and (ii) a minimum consolidated net worth of at least $475 million plus 70% of consolidated net income after December 31, 2019, without a deduction for net losses.~~.

In March 2020, LP entered into a letter of credit facility agreement (Letter of Credit Facility) with Bank of America, N.A., which provides for the funding of letters of credit up to an aggregate outstanding amount of $20 million, which may be secured by certain cash collateral of LP. The Letter of Credit Facility includes an unused commitment fee, due quarterly, ranging from 0.50% to 1.875% of the daily available amount to be drawn on each letter of credit issued under the Letter of Credit Facility. The Letter of Credit Facility is subject to similar affirmative, negative, and financial covenants as those set forth in the Amended Credit Facility, including the capitalization ratio ~~and minimum net worth covenants.~~covenant. As of ~~June~~September 30, 2021, weLP secured $13 million of outstanding letters of credit with cash collateral, included in Restricted cash in ~~our~~its Condensed Consolidated Balance Sheets.

Deferred debt costs are amortized over the life of the related debt using a straight-line basis, which approximates the effective interest method. Included in such amortized amounts are deferred debt costs associated with ~~our~~LP's Amended Credit Facility, which are recorded within Other assets on ~~our~~its Condensed Consolidated Balance Sheets. During the ~~three~~nine months ended ~~June~~September 30, 2021, wethe Company paid $2 million in debt issuance costs in connection with the ~~Third Amendment~~third amendment to the Credit Facility that ~~was~~LP entered into in June 2021 (Third Amendment). These debt issuance costs were deferred and will be amortized over the life of the Amended Credit Facility.

As of ~~June~~September 30, 2021, ~~we were~~LP was in compliance with all ~~financial~~ covenants under the 2029 Senior Notes and the Amended Credit Facility (as well as the Letter of Credit Facility by such compliance).

NOTE 10. INCOME TAXES

For interim periods, we recognize income tax expense by applying the estimated annual effective income tax rate to year-to-date results unless this method does not result in a reliable estimate of year-to-date income tax expense. Each period, the income tax accrual is adjusted to the latest estimate, and the difference from the previously accrued year-to-date balance is adjusted in the current quarter. Changes in profitability estimates in various jurisdictions will impact our quarterly effective income tax rates.

The tax provision for income taxes for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, reflected an estimated annual tax rate of 24% and 26%, respectively, excluding discrete items discussed below. The total effective tax rate for the three and ~~six~~nine months ended ~~June~~September 30, 2021, was ~~23%~~25% and 24%, respectively, compared to ~~37%~~25% and ~~30%~~27% for the comparable periods in 2020, respectively.

We recognized a net discrete tax benefit of $9$7 million during the ~~six~~nine months ended ~~June~~September 30, 2021, primarily related to stock-based compensation and adjustments to prior year, including an adjustment to the deferred tax rate. We recognized a net discrete tax expense of $4$3 million during the ~~six~~nine months ended ~~June~~September 30, 2020, primarily related to the surrender of a corporate-owned life insurance contract and a ~~sales~~sale of ARS, offset by a benefit related to stock-based compensation.

NOTE 11. STOCK-BASED COMPENSATION

We have stock award plans for key employees and directors, pursuant to which awards of stock options, SSARs, restricted stock, restricted stock units, and performance stock units (PSUs) are granted. In addition, we offer an employee stock purchase plan to employees.

In July 2021, LP modified the performance vesting criteria of approximately 149,000 PSU awards granted in 2020. The modification was considered a Type III modification under the Accounting for Share-Based Payments (Topic 718), in which the original awards were canceled, and the modified awards were considered granted on the modification date. Post-modification stock-based compensation expense related to these awards will be recognized over the remaining service period using modification date fair values of between $56.35 and $64.12 and the number of awards expected to vest.

We recognized $5 million in stock-based compensation expense during the three months ended September 30, 2021, and 2020. We recognized $10 million and $8 million in stock-based compensation expense during the nine months ended September 30, 2021, and 2020, respectively. At September 30, 2021, there was $34 million of unrecognized stock-based compensation expense related to unvested PSUs, restricted stock units, and SSARs attributable to future service.

NOTE ~~11.~~12. COMMITMENTS AND CONTINGENCIES

We maintain reserves for various contingent liabilities as follows:


		June 30, 2021		December 31, 2020			September 30, 2021		December 31, 2020
Environmental reserves	Environmental reserves	$	14	$	14	Environmental reserves	$	14	$	14
Other reserves	Other reserves	0		0		Other reserves	—		—
Total contingencies	Total contingencies	14		14		Total contingencies	14		14
Current portion (included in Accrued liabilities)	Current portion (included in Accrued liabilities)	(1)		(1)		Current portion (included in Accrued liabilities)	(1)		(1)
Long-term portion (included in Other long-term liabilities)	Long-term portion (included in Other long-term liabilities)	$	13	$	13	Long-term portion (included in Other long-term liabilities)	$	13	$	13

Estimates of our loss contingencies are based on various assumptions and judgments. Due to the numerous uncertainties and variables associated with these assumptions and judgments, both the precision and reliability of the resulting estimates of the related contingencies are subject to substantial uncertainties. We regularly monitor our estimated exposure to contingencies and, as additional information becomes known, may change our estimates significantly. While no estimate of the range of any such change can be made at this time, the amount that we may ultimately pay in connection with these matters could materially exceed, in either the near term or the longer term, the amounts accrued to date. Our estimates of our loss contingencies do not reflect potential future recoveries from insurance carriers except to the extent that recovery may, from time to time, be deemed probable as a result of an insurer’s agreement to payment terms.

Environmental Matters

We maintain a reserve for undiscounted estimated environmental loss contingencies. This reserve is primarily for estimated future costs of remediation of hazardous or toxic substances at numerous sites currently or previously owned by the Company. Our estimates of our environmental loss contingencies are based on various assumptions and judgments, the specific nature of which varies considering the particular facts and circumstances surrounding each environmental loss contingency. These estimates typically reflect assumptions and judgments as to the probable nature, magnitude and timing of the required investigation, remediation and/or monitoring activities and the probable cost of these activities, and in some cases reflect assumptions and judgments as to the obligation or willingness and ability of third parties to bear a proportionate or allocated share of the cost of these activities. Due to the numerous uncertainties and variables associated with these assumptions and judgments, and the effects of changes in governmental regulation and environmental technologies, both the precision and reliability of the resulting estimates of the related contingencies are subject to substantial uncertainties. We regularly monitor our estimated exposure to environmental loss contingencies and, as additional information becomes known, may change our estimates significantly. However, no estimate of the range of any such change can be made at this time.

Other Proceedings

From time to time, we and our subsidiaries are parties to certain legal proceedings. Based on the information currently available, management believes the resolution of such proceedings will not have a material adverse effect on our financial position, results of operations, cash flows, or liquidity.

NOTE ~~12.~~13. IMPAIRMENT OF LONG-LIVED ASSETS

We review the carrying values of our long-lived assets for potential impairments and believe we have adequate support for the carrying value of our long-lived assets. If demand and pricing for our products fall to levels significantly below cycle average demand and pricing, or should we decide to invest capital in alternative projects, or should changes occur related to our wood supply for our mills, it is possible that future impairment charges will be required. As of ~~June~~September 30, 2021, there were no indications of impairment.

We also review from time to time potential dispositions of various assets, considering current and anticipated economic and industry conditions, our strategic plan, and other relevant factors. Because a determination to dispose of particular assets can require management to make assumptions regarding the transaction structure of the disposition and to estimate the net sales proceeds, which may be less than previous estimates of undiscounted future net cash flows, we may be required to record impairment charges in connection with decisions to dispose of assets.

During the three and ~~six~~nine months ended ~~June~~September 30, 2020, we recorded $4$1 million and $9 million, respectively, in pre-tax impairment charges primarily related to our fiber producing assets at a Siding facility.

NOTE ~~13.~~14. PRODUCT WARRANTIES

We offer warranties on the sale of most of our products and record an accrual for estimated future claims. Such accruals are based upon historical experience and management’s estimate of the level of future claims. The activity in warranty reserves for the three and ~~six~~nine months ended ~~June~~September 30, 2021, and 2020, is summarized in the following table:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
Beginning balance	Beginning balance	$	8	$	8	$	8	$	8	Beginning balance	$	8	$	8	$	8	$	8
Accrued to expense	Accrued to expense	0		0		1		1		Accrued to expense	—		—		1		1

Payments made	Payments made	0		0		(1)		(1)		Payments made	—		—		(1)		(1)
Total warranty reserves	Total warranty reserves	8		8		8		8		Total warranty reserves	8		8		8		8
Current portion of warranty reserves (included in Other current liabilities)	Current portion of warranty reserves (included in Other current liabilities)	(2)		(2)		(2)		(2)		Current portion of warranty reserves (included in Other current liabilities)	(2)		(2)		(2)		(2)
Long-term portion of warranty reserves (included in Other long-term liabilities)	Long-term portion of warranty reserves (included in Other long-term liabilities)	$	6	$	6	$	6	$	6	Long-term portion of warranty reserves (included in Other long-term liabilities)	$	6	$	6	$	6	$	6

We continue to monitor warranty and other claims associated with ~~these~~our products and believe as of ~~June~~September 30, 2021, that the warranty reserve balances associated with these matters are adequate to cover future warranty payments. However, it is possible that additional changes may be required in the future.

NOTE ~~14.~~15. DEFINED BENEFIT PENSION PLANS

The following table summarizes our net periodic pension cost for our defined benefit pension and postretirement plans during the three and ~~six~~nine months ended ~~June~~September 30, 2021, and 2020:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
Service cost	Service cost	$	0	$	1	$	1	$	1	Service cost	$	—	$	—	$	1	$	1
Other components of net periodic pension cost1:	Other components of net periodic pension cost1:									Other components of net periodic pension cost1:
Interest cost	Interest cost	2		3		4		5		Interest cost	2		2		5		7
Expected return on plan assets	Expected return on plan assets	(3)		(4)		(6)		(7)		Expected return on plan assets	(3)		(4)		(10)		(11)
Amortization of prior service cost	Amortization of prior service cost	0		0		0		0		Amortization of prior service cost	—		1		—		1
Amortization of net loss	Amortization of net loss	1		1		3		3		Amortization of net loss	1		1		4		4
Net periodic pension cost	Net periodic pension cost	$	1	$	1	$	1	$	2	Net periodic pension cost	$	1	$	—	$	2	$	2

1Other components of net periodic pension cost are included in Other non-operating items on our Condensed Consolidated Statements of Income.

NOTE ~~15.~~16. ACCUMULATED COMPREHENSIVE LOSS

Accumulated comprehensive loss is provided in the following table for the three and ~~six~~nine months ended ~~June~~September 30, 2021, and 2020:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
Pension1	Pension1									Pension1
Balance at beginning of period	Balance at beginning of period	$	(81)	$	(88)	$	(81)	$	(89)	Balance at beginning of period	$	(80)	$	(87)	$	(81)	$	(89)

Amounts reclassified from accumulated other comprehensive loss to income 2	Amounts reclassified from accumulated other comprehensive loss to income 2	1		1		2		2		Amounts reclassified from accumulated other comprehensive loss to income 2	2		1		3		3
Total other comprehensive income	Total other comprehensive income	1		1		2		2		Total other comprehensive income	2		1		3		3
Balance at end of period	Balance at end of period	(80)		(87)		(80)		(87)		Balance at end of period	(78)		(86)		(78)		(86)
Translation Adjustments	Translation Adjustments									Translation Adjustments
Balance at beginning of period	Balance at beginning of period	(75)		(90)		(68)		(67)		Balance at beginning of period	(68)		(88)		(68)		(67)
Translation adjustments	Translation adjustments	7		2		0		(21)		Translation adjustments	(21)		4		(21)		(17)
Balance at end of period	Balance at end of period	(68)		(88)		(68)		(88)		Balance at end of period	(89)		(84)		(89)		(84)
Other	Other									Other
Balance at beginning of period	Balance at beginning of period	(2)		3		(2)		3		Balance at beginning of period	(2)		—		(2)		3

Unrealized gains on securities, net of reversals	Unrealized gains on securities, net of reversals	0		(3)		0		(3)		Unrealized gains on securities, net of reversals	—		—		—		(3)

Balance at end of period	Balance at end of period	(2)		0		(2)		0		Balance at end of period	(2)		—		(2)		—
Accumulated other comprehensive loss, end of period	Accumulated other comprehensive loss, end of period	$	(149)	$	(175)	$	(149)	$	(175)	Accumulated other comprehensive loss, end of period	$	(168)	$	(170)	$	(168)	$	(170)

1 Amounts are presented net of tax.

2 Amounts of actuarial loss and prior service cost are components of net periodic benefit cost.

NOTE ~~16.~~17. OTHER OPERATING AND NON-OPERATING ITEMS

Other operating credits and charges, net

Other operating credits and charges, net is comprised of the following components:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Reorganization charges	$	(1)	$	(1)	$	(1)	$	(5)
Canadian wage subsidies	—		5		—		9
Product-line discontinuance charges	—		1		—		(9)
Insurance recoveries	1		—		3		—
Environmental costs	—		(2)		—		(2)
Other	1		—		3		2
Other operating credits and charges, net	2		3		5		(5)

During the three and nine months ended September 30, 2021, we incurred severance and other charges of $1 million related to certain reorganizations. We received $1 million and $3 million in insurance recoveries during the three and nine months ended September 30, 2021, respectively, related to business interruption claims for weather-related downtime sustained in the prior year.

Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Reorganization charges $ 0 $ (2) $ 0 $ (4)
Canadian wage subsidies 0 4 0 4
Product-line discontinuance charges 0 (10) 0 (10)
Insurance recoveries 2 0 2 0
Other 1 2 1 2
Other operating credits and charges, net 3 (6) 3 (8)

During the three and nine months ended September 30, 2020, we recognized a charge of $2 million related to additional estimated environmental costs to be paid by a third party associated with a non-operating site. We incurred severance and other charges of $1 million and $5 million for the three and nine months ended September 30, 2020, respectively, related to certain reorganizations and product-line discontinuance. We received $5 million and $9 million of Canadian wage subsidies during the three and nine months ended September 30, 2020, respectively. Additionally, we recorded a recovery of $1 million and charges of $9 million for the three and nine months ended September 30, 2020, respectively, related to the discontinuance of our fiber product (primarily related to fiber inventory adjustments to net realizable values).

Other non-operating items

Other non-operating items is comprised of the following components:

Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Interest expense $ (3) $ (6) $ (8) $ (11)
Amortization of debt charges 0 0 (1) (1)
Interest expense (4) (6) (9) (12)
Interest income 0 1 1 1
Gain on sale of auction rate securities 0 3 0 3
SERP market adjustments 0 0 0 (1)
Investment income 0 4 1 3
Net periodic pension cost, excluding service cost 0 0 0 (1)
Loss on early debt extinguishment 0 0 (11) 0
Foreign currency gain (loss) (6) (1) (5) 5
Other non-operating items $ (6) $ (1) $ (16) $ 4


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Interest expense	$	(4)	$	(5)	$	(12)	$	(16)
Amortization of debt charges	—		—		(1)		(1)

Interest expense	$	(4)	$	(5)	$	(12)	$	(17)

Interest income	—		—		1		1
Gain on sale of auction rate securities	—		—		—		3
SERP market adjustments	—		—		—		(1)
Investment income	$	—	$	—	$	1	$	3

Net periodic pension cost, excluding service cost	—		—		—		(1)
Loss on early debt extinguishment	—		—		(11)		—
Foreign currency gain (loss)	2		—		(3)		5
Other non-operating items	$	2	$	—	$	(14)	$	4

NOTE ~~17.~~18. SELECTED SEGMENT DATA

We operate in four segments: Siding, OSB, EWP, and South America. Our business units have been aggregated into these four segments based upon the similarity of economic characteristics, customers, and distribution methods. Our results of operations are summarized below for each of these segments separately as well as for the “Other” category, which comprises other products that are not individually significant.

We evaluate the performance of our business segments based on net sales and Adjusted EBITDA. Accordingly, our chief operating decision maker evaluates performance and allocates resources based primarily on net sales and Adjusted EBITDA for our business segments. Adjusted EBITDA is a non-GAAP financial measure and is defined as income attributed to LP before interest expense, provision for income taxes, depreciation and amortization, and excludes stock-based compensation expense, loss on impairment attributed to LP, product-line discontinuance charges, other operating credits and charges, net, loss on early debt extinguishment, investment income, and other non-operating items.

Information about our product segments is as follows:

2022


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
Net sales	Net sales									Net sales
Siding	Siding	$	291	$	220	$	576	$	432	Siding	$	312	$	268	$	889	$	700
OSB	OSB	778		204		1,317		424		OSB	600		368		1,917		792
EWP	EWP	158		79		280		178		EWP	201		103		481		281
South America	South America	74		38		126		74		South America	76		45		203		119
Other	Other	26		7		43		25		Other	30		11		73		36
Intersegment sales	Intersegment sales	0		0		(1)		0		Intersegment sales	(1)		—		(2)		—
Total sales	Total sales	$	1,325	$	548	$	2,342	1,133		Total sales	$	1,219	$	795	$	3,561	1,928
PROFIT BY SEGMENT	PROFIT BY SEGMENT									PROFIT BY SEGMENT
Net income	Net income	$	497	$	31	$	817	$	64	Net income	$	365	$	177	$	1,182	$	241
Add (deduct):	Add (deduct):									Add (deduct):
Net loss attributed to noncontrolling interest	Net loss attributed to noncontrolling interest	0		2		1		2		Net loss attributed to noncontrolling interest	—		—		1		2

Income attributed to LP	Income attributed to LP	498		33		818		66		Income attributed to LP	365		177		1,183		243
Provision for income taxes	Provision for income taxes	147		19		244		28		Provision for income taxes	123		60		366		88
Depreciation and amortization	Depreciation and amortization	29		28		58		56		Depreciation and amortization	30		28		88		84
Stock-based compensation expense	Stock-based compensation expense	4		1		5		3		Stock-based compensation expense	5		5		10		8
Loss on impairment attributed to LP	Loss on impairment attributed to LP	0		7		0		14		Loss on impairment attributed to LP	—		1		—		15
Other operating credits and charges, net	Other operating credits and charges, net	(3)		(4)		(3)		(2)		Other operating credits and charges, net	(2)		(2)		(5)		(4)
Product-line discontinuance charges	Product-line discontinuance charges	0		10		0		10		Product-line discontinuance charges	—		(1)		—		9
Loss on early debt extinguishment	Loss on early debt extinguishment	0		0		11		0		Loss on early debt extinguishment	—		—		11		—
Interest expense	Interest expense	4		6		9		12		Interest expense	4		5		12		17
Investment income	Investment income	0		(4)		(1)		(3)		Investment income	—		—		(1)		(3)
Other non-operating items	Other non-operating items	6		1		5		(4)		Other non-operating items	(2)		—		3		(4)
Adjusted EBITDA	Adjusted EBITDA	$	684	$	97	$	1,145	$	180	Adjusted EBITDA	$	522	$	273	$	1,667	$	453

Siding	Siding	$	77	$	51	$	168	$	93	Siding	$	73	$	76	$	240	$	169
OSB	OSB	565		46		919		81		OSB	381		189		1,300		270
EWP	EWP	18		3		26		12		EWP	42		9		68		21
South America	South America	34		11		54		18		South America	37		11		91		29
Other	Other	(4)		(5)		(8)		(8)		Other	(3)		(5)		(11)		(13)
Corporate	Corporate	(7)		(9)		(14)		(16)		Corporate	(8)		(7)		(22)		(23)
Adjusted EBITDA	Adjusted EBITDA	$	684	$	97	$	1,145	$	180	Adjusted EBITDA	$	522	$	273	$	1,667	$	453

NOTE ~~18.~~19. SUBSEQUENT EVENT

On February 6, 2020, we announced that our Board of Directors authorized a share repurchase program (2020 Share Repurchase Program) under which LP may repurchase up to $200 million of shares of LP’s common stock, and on November 4, 2020, we announced that our Board of Directors expanded the 2020 Share Repurchase Program by authorizing repurchases of an additional $300 million of our common stock. On May 4, 2021, our Board of Directors authorized ~~an additional~~a share repurchase program (2021 Share Repurchase Program) under which we may repurchase up to $1 billion of shares of our common stock. Subsequent to ~~June~~September 30, 2021 through ~~August 4,~~November 2, 2021, we paid ~~$151~~$150 million to repurchase ~~2.7~~2.3 million shares of LP common ~~stock.~~stock under the 2021 Share Repurchase Program.

2123

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our Condensed Consolidated Financial Statements and related Notes and other financial information appearing elsewhere in this quarterly report on Form 10-Q. The following discussion includes statements that are forward-looking statements that are based on the beliefs of our management, as well as assumptions made by, and information currently available to our management.

General

We are a leading provider of high-performance building solutions that meet the demands of builders, remodelers, and homeowners worldwide. We have leveraged our expertise serving the new home construction, repair and remodeling, and outdoor structures markets to become an industry leader known for innovation, quality, and reliability. Our manufacturing facilities are located in the U.S., Canada, Chile, and Brazil.

To serve these markets, we operate in four segments: Siding, OSB, EWP, and South America.

In February 2021, we announced ~~(i) that LSL production will cease during 2021 in connection with the conversion of the Houlton, Maine facility from LSL and OSB production to Siding production and (ii)~~ our decision to explore strategic alternatives with respect to the Company's remaining EWP segment, including a possible sale in whole or in part. In September 2021, we ceased the production of LSL production in connection with the conversion of the Houlton, Maine facility from LSL and OSB production to Siding production, as previously announced.

The COVID-19 pandemic did not materially impact our results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2021. ~~LP is continuing to follow national, state and local health and safety guidelines and is running full mill operating schedules as of June 30, 2021. The number of cases of COVID-19 has decreased in~~In September 2021, the ~~United States and certain other parts of the world in recent months as vaccines have become more widely available, and most restrictions related~~federal government announced a six-point plan for responding to the COVID-19 ~~pandemic in~~pandemic. Part of his plan provides that the ~~United States~~Occupational Health and Safety Administration (“OSHA”) will develop a rule which will require all employers with 100 or more employees to require their workforce to be fully vaccinated (or, alternatively, to provide a negative COVID test result on a weekly basis). The employer mandate has not yet gone into effect and further details, including any proposed OSHA rules, have not been ~~relaxed~~released. We are monitoring developments related to these plans as ~~the result of such decrease.~~information becomes available to assess how these plans, including any national or state vaccine mandates, may impact our workforce. However, the duration of the COVID-19 pandemic, the emergence ~~of new~~and severity variants of the virus, the ~~effect~~possibility of ~~easing restrictions,~~additional subsequent widespread outbreaks, the success of actions to contain the pandemic and mitigate its impacts, the impact of federal or state vaccine mandates, and the effects on our operations cannot be reasonably estimated.

Demand for our Building Products

Demand for our products correlates positively with new home construction and repair and remodeling activity in North America, which historically have been characterized by significant cyclicality. The U.S. Department of Census reported on ~~July 20,~~October 19, 2021, that actual single housing starts were ~~46%~~4% and ~~33%~~20% higher for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, as compared to the same periods in 2020. Repair and remodeling activity is difficult to reasonably measure, but many indications, including the ~~substantial~~ increase in LP’s retail sales, suggest that repair and remodeling activity grew ~~significantly~~ in the first ~~six~~nine months of 2021 as compared to the corresponding period in the prior year.

Although housing market demand has recently been very strong, future economic conditions in the United States and the demand for homes remain uncertain due to continuing COVID-19-related disruptions, government directives, actions and economic relief efforts related thereto, and the impact of these actions on the economy, employment levels, consumer confidence, and financial markets, among other things. Additionally, as a result of increased demand in the housing market and a strengthening economy in the United States, we have experienced increases in material prices, supply disruptions, and labor shortages, which will be a challenge for LP as we continue to work to meet the demands of builders, remodelers, and homeowners worldwide. The potential effect of these factors on our future operational and financial performance is uncertain. As a result, our past performance may not be indicative of future results.

Supply and Demand for OSB

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 have experienced increased demand for commodity OSB in the ~~first and second quarters of 2021;~~nine months ended September 30, 20212021; however, we cannot predict whether the prices of our OSB products will remain at current levels or increase or decrease in the future.

For additional factors affecting our results, refer to the "Overview" within our Management's Discussion and Analysis of Financial Condition and Results of Operations and “Risk Factors” contained in our 2020 Annual Report on Form 10-K, and to “About Forward-Looking Statements” in this quarterly report on Form 10-Q.

Critical Accounting Policies and Significant Estimates

Note 1 of the Notes to the Consolidated Financial Statements included in our 2020 Annual Report on Form 10-K 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.

While there have been no changes in the application of principles, methods, and assumptions used to determine our significant estimates, we may be required to revise certain accounting estimates and judgments related to the economic and business impact of the COVID-19 pandemic, such as, but not limited to, those related to the valuation of goodwill, intangibles, long-lived assets, accounts receivable, and inventory, which could have a material adverse effect on our financial position and results of operations.

Non-GAAP Financial Measures and Other Key Performance Indicators

In evaluating our business, we utilize non-GAAP financial measures that fall within the meaning of SEC Regulation G and Regulation S-K Item 10(e), which we believe provide users of the financial information with additional meaningful comparison to prior reported results. Non-GAAP financial measures do not have standardized definitions and are not defined by U.S. GAAP. In this quarterly report on Form 10-Q, we disclose income attributed to LP before interest expense, provision for income taxes, depreciation and amortization, and excludes stock-based compensation expense, loss on impairment attributed to LP, product-line discontinuance charges, other operating credits and charges, net, loss on early debt extinguishment, investment income, and other non-operating items as Adjusted EBITDA (Adjusted EBITDA) which is a non-GAAP financial measure. We have included Adjusted EBITDA in this report because we view it as an important supplemental measure of our performance and believe that it is frequently used by interested persons in the evaluation of companies that have different financing and capital structures and/or tax rates. We also disclose income attributed to LP, excluding loss on impairment attributed to LP, product-line discontinuance charges, interest expense outside of normal operations, other operating credits and charges, net, loss on early debt extinguishment, gain (loss) on acquisition, and ~~adjusts~~adjusted for a normalized tax rate as Adjusted Income (Adjusted Income). We also disclose Adjusted Diluted EPS, calculated as Adjusted Income divided by diluted shares outstanding. We believe that Adjusted Diluted EPS and Adjusted Income are useful measures for evaluating our ability to generate earnings and that providing this measure should allow interested persons to more readily compare the earnings for past and future periods.

Neither Adjusted EBITDA, Adjusted Income, nor Adjusted Diluted EPS is a substitute for the U.S. GAAP measure of net income or for any other U.S. GAAP measures of operating performance. It should be noted that other companies may present similarly-titled measures differently and therefore, as presented by us, these measures may not be comparable to similarly-titled measures reported by other companies. Adjusted EBITDA, Adjusted Income, and Adjusted Diluted EPS have material limitations as performance measures because they exclude items that are actually incurred or experienced in connection with the operations of our business.

The following table presents significant items by operating segment and reconciles Net income to Adjusted EBITDA (dollar amounts in millions):

2325

Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Net income $ 497 $ 31 $ 817 $ 64
Add (deduct):
Net loss attributed to noncontrolling interest — 2 1 2
Income attributed to LP 498 33 818 66
Provision for income taxes 147 19 244 28
Depreciation and amortization 29 28 58 56
Stock-based compensation expense 4 1 5 3
Loss on impairment attributed to LP — 7 — 14
Other operating credits and charges, net (3) (4) (3) (2)
Product-line discontinuance charges — 10 — 10
Loss on early debt extinguishment — — 11 —
Interest expense 4 6 9 12
Investment income — (4) (1) (3)
Other non-operating items 6 1 5 (4)
Adjusted EBITDA $ 684 $ 97 $ 1,145 $ 180
Siding $ 77 $ 51 $ 168 $ 93
OSB 565 46 919 81
EWP 18 3 26 12
South America 34 11 54 18
Other (4) (5) (8) (8)
Corporate (7) (9) (14) (16)
Adjusted EBITDA $ 684 $ 97 $ 1,145 $ 180


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Net income	$	365	$	177	$	1,182	$	241
Add (deduct):
Net loss attributed to noncontrolling interest	—		—		1		2
Income attributed to LP	365		177		1,183		243
Provision for income taxes	123		60		366		88
Depreciation and amortization	30		28		88		84
Stock-based compensation expense	5		5		10		8
Loss on impairment attributed to LP	—		1		—		15
Other operating credits and charges, net	(2)		(2)		(5)		(4)
Product-line discontinuance charges	—		(1)		—		9
Loss on early debt extinguishment	—		—		11		—
Interest expense	4		5		12		17
Investment income	—		—		(1)		(3)
Other non-operating items	(2)		—		3		(4)
Adjusted EBITDA	$	522	$	273	$	1,667	$	453

Siding	$	73	$	76	$	240	$	169
OSB	381		189		1,300		270
EWP	42		9		68		21
South America	37		11		91		29
Other	(3)		(5)		(11)		(13)
Corporate	(8)		(7)		(22)		(23)
Adjusted EBITDA	$	522	$	273	$	1,667	$	453

The following table provides the reconciliation of Net income to Adjusted Income (dollar amounts in millions, except earnings per share):


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
Net income	Net income	$	497	$	31	$	817	$	64	Net income	$	365	$	177	$	1,182	$	241
Add (deduct):	Add (deduct):									Add (deduct):
Net loss attributed to noncontrolling interest	Net loss attributed to noncontrolling interest	—		2		1		2		Net loss attributed to noncontrolling interest	—		—		1		2

Income attributed to LP	Income attributed to LP	498		33		818		66		Income attributed to LP	365		177		1,183		243
Loss on impairment attributed to LP	Loss on impairment attributed to LP	—		7		—		14		Loss on impairment attributed to LP	—		1		—		15
Other operating credits and charges, net	Other operating credits and charges, net	(3)		(4)		(3)		(2)		Other operating credits and charges, net	(2)		(2)		(5)		(4)
Product line discontinuance charges	Product line discontinuance charges	—		10		—		10		Product line discontinuance charges	—		(1)		—		9
Loss on early debt extinguishment	Loss on early debt extinguishment	—		—		11		—		Loss on early debt extinguishment	—		—		11		—
Reported tax provision	Reported tax provision	147		19		244		28		Reported tax provision	123		60		366		88
Adjusted income before tax	Adjusted income before tax	642		65		1,069		116		Adjusted income before tax	486		235		1,555		351
Normalized tax provision at 25%	Normalized tax provision at 25%	(160)		(16)		(267)		(29)		Normalized tax provision at 25%	(121)		(59)		(389)		(88)
Adjusted Income	Adjusted Income	$	481	$	49	$	802	$	87	Adjusted Income	$	364	$	176	$	1,166	$	263
Diluted shares outstanding	Diluted shares outstanding	102		113		104		113		Diluted shares outstanding	94		113		101		113
Adjusted Diluted EPS	Adjusted Diluted EPS	$	4.74	$	0.43	$	7.70	$	0.77	Adjusted Diluted EPS	$	3.87	$	1.56	$	11.57	$	2.32

In addition, management monitors certain key performance indicators to evaluate our business performance, which include our Overall Equipment Effectiveness (OEE) and our sales volume relative to housing starts, as provided by reports from the U.S. Department of Census. These key performance indicators are further described on page 3537 of this quarterly report on Form 10-Q and are incorporated herein by reference.

Results of Operations

Our results of operations are separately discussed below for each of our segments, as well as for the “Other” category, which comprises other products that are not individually significant. See Note 1718 of the Notes to the Condensed Consolidated Financial Statements included in Item 1 of this quarterly report on Form 10-Q for further information regarding our segments.

SIDING

The Siding segment serves diverse end markets with a broad product offering of engineered wood siding, trim, and fascia, including LP® SmartSide® Trim & Siding, LP® SmartSide® ExpertFinish® Trim & Siding, LP® BuilderSeries® Lap Siding, and LP® Outdoor Building Solutions® (collectively referred to as Siding Solutions).

Segment sales, Adjusted EBITDA, and Adjusted EBITDA margin for this segment were as follows:


		Three Months Ended June 30,								Six Months Ended June 30,									Three Months Ended September 30,								Nine Months Ended September 30,
		2021			2020			Change		2021			2020			Change			2021			2020			Change		2021			2020			Change
Net sales	Net sales	$	291		$	220		32	%	$	576		$	432		33	%	Net sales	$	312		$	268		16	%	$	889		$	700		27	%
Adjusted EBITDA	Adjusted EBITDA	77			51			52	%	168			93			80	%	Adjusted EBITDA	73			76			(4)	%	240			169			42	%
Adjusted EBITDA margin	Adjusted EBITDA margin	27		%	23		%			29		%	22		%			Adjusted EBITDA margin	23		%	28		%			27		%	24		%

Sales in this segment by product line were as follows:


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,						Nine Months Ended September 30,
		2021		2020		Change		2021		2020		Change			2021		2020		Change		2021		2020		Change
Siding Solutions	Siding Solutions	$	288	$	207	39	%	$	570	$	398	43	%	Siding Solutions	$	310	$	260	19	%	$	879	$	658	34	%
Other	Other	3		13		(75)	%	6		34		(81)	%	Other	3		8		(66)	%	9		42		(78)	%
Total	Total	$	291	$	220	32	%	$	576	$	432	33	%	Total	$	312	$	268	16	%	$	889	$	700	27	%

Percent changes in average sales prices and unit shipments for the three and ~~six~~nine months ended ~~June~~September 30, 2021, compared to the corresponding periods in 2020, were as follows:

Three Months Ended June 30,
2021 versus 2020 Six Months Ended June 30,
2021 versus 2020
Average Net
Selling Price Unit
Shipments Average Net
Selling Price Unit
Shipments
Siding Solutions 9 % 27 % 8 % 33 %


	Three Months Ended September 30, 2021 versus 2020				Nine Months Ended September 30, 2021 versus 2020
	Average Net Selling Price		Unit Shipments		Average Net Selling Price		Unit Shipments
Siding Solutions	9	%	9	%	8	%	24	%

Siding net sales increased by ~~$71~~$44 million ~~(or 32%)~~ and ~~$144~~$189 million ~~(or 33%)~~ for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, compared to the corresponding periods in 2020. These increases are primarily due to ~~the~~increases in Siding Solutions ~~revenue increases of 39%~~prices and ~~43%~~shipments for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, partially offset by decreases in fiber sales (included in the Other product line).

Adjusted EBITDA ~~increased~~decreased by ~~$26 million and $75~~$3 million for the three ~~and six~~ months ended ~~June~~September 30, 2021, ~~respectively,~~ compared to the corresponding ~~periods~~period in 2020, primarily due to increases in raw material prices, freight costs, sales and marketing, and maintenance costs, offset by higher Siding Solutions revenue. Adjusted EBITDA increased by $71 million for the ~~increased~~nine months ended September 30, 2021, compared to the corresponding period in 2020, primarily due to an increase in Siding Solutions revenue, partially offset by increases in raw material prices, freight costs, sales and marketing, and mill spending.

OSB

The OSB segment manufactures and distributes OSB structural panel products including our value-added OSB portfolio known as LP Structural Solutions (which includes LP® TechShield® Radiant Barrier, LP WeatherLogic® Air & Water Barrier, LP Legacy® Premium Sub-Flooring, and LP® FlameBlock® Fire-Rated Sheathing) and LP® TopNotch® Sub-Flooring. OSB is manufactured using wood strands arranged in layers and bonded with resins.

Segment sales, Adjusted EBITDA, and Adjusted EBITDA Margin for this segment were as follows:


		Three Months Ended June 30,								Six Months Ended June 30,									Three Months Ended September 30,								Nine Months Ended September 30,
		2021			2020			Change		2021			2020			Change			2021			2020			Change		2021			2020			Change
Net sales	Net sales	$	778		$	204		281	%	$	1,317		$	424		211	%	Net sales	$	600		$	368		63	%	$	1,917		$	792		142	%
Adjusted EBITDA	Adjusted EBITDA	565			46			1,128	%	919			81			1,035	%	Adjusted EBITDA	381			189			102	%	1,300			270			382	%
Adjusted EBITDA margin	Adjusted EBITDA margin	73		%	23		%			70		%	19		%			Adjusted EBITDA margin	63		%	51		%			68		%	34		%

Sales in this segment by product line were as follows:


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,						Nine Months Ended September 30,
		2021		2020		Change		2021		2020		Change			2021		2020		Change		2021		2020		Change
OSB - Structural Solutions														OSB - Structural Solutions	$	307	$	162	89	%	$	912	$	360	153	%
OSB - commodity	OSB - commodity	$	425	$	108	294	%	$	707	$	221	221	%	OSB - commodity	290		198		47	%	997		419		138	%
OSB - Structural Solutions		350		95		268	%	605		198		205	%
Other	Other	2		1		100	%	5		5		2	%	Other	4		8		(53)	%	9		13		(33)	%
Total	Total	$	778	$	204	281	%	$	1,317	$	424	211	%	Total	$	600	$	368	63	%	$	1,917	$	792	142	%

Percent changes in average sales prices and unit shipments for the three and ~~six~~nine months ended ~~June~~September 30, 2021, compared to the corresponding periods in 2020, were as follows:


		Three Months Ended June 30, 2021 versus 2020				Six Months Ended June 30, 2021 versus 2020					Three Months Ended September 30, 2021 versus 2020				Nine Months Ended September 30, 2021 versus 2020
		Average Net Selling Price		Unit Shipments		Average Net Selling Price		Unit Shipments			Average Net Selling Price		Unit Shipments		Average Net Selling Price		Unit Shipments
OSB - commodity		301	%	—	%	248	%	(7)	%
OSB - Structural Solutions	OSB - Structural Solutions	205	%	19	%	174	%	9	%	OSB - Structural Solutions	82	%	3	%	133	%	7	%
OSB - Commodity										OSB - Commodity	43	%	1	%	148	%	(4)	%

OSB net sales increased by ~~$574~~$232 million ~~(or 281%)~~ and ~~$893 million (or 211%)~~$1.1 billion for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, compared to the corresponding periods in 2020. OSB prices increased by ~~$554~~$225 million and ~~$888 million~~$1.1 billion for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, compared to the corresponding periods in 2020. OSB sales volume increased by 8%two and one percent for the three and nine months ended ~~June~~September 30, 2021, respectively, compared to the corresponding ~~period in 2020, primarily due to the nonoccurrence of last year's COVID-related downtime. OSB sales volume was flat for the six months ended June 30, 2021, compared to the corresponding period~~periods in 2020. Structural Solutions volume, as a percentage of total OSB segment volume, was ~~46%~~44% and 45% for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, compared to ~~41%~~44% and ~~42%~~43% in the corresponding periods in ~~2020, respectively.~~2020.

Adjusted EBITDA increased over the prior year by ~~$519~~$192 million and ~~$838 million~~$1 billion for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, primarily due to increased OSB prices, ~~slightly~~partially offset by increases in raw material prices, freight costs, and mill spending.

EWP

The EWP segment is comprised of LP® SolidStart® I-Joist (I-Joist), Laminated Veneer Lumber (LVL), and Laminated Strand Lumber (LSL) and other related products. This segment also includes the sales of I-Joist and LVL products produced by our joint venture and sales of plywood produced as a by-product of the LVL production

process. In February 2021, we announced ~~that LSL production will cease during 2021 and~~ that we are exploring strategic alternatives to the remaining EWP business, including a possible sale in whole or in part.

Segment sales, Adjusted EBITDA, and Adjusted EBITDA margin for this segment were as follows:


		Three Months Ended June 30,								Six Months Ended June 30,									Three Months Ended September 30,								Nine Months Ended September 30,
		2021			2020			Change		2021			2020			Change			2021			2020			Change		2021			2020			Change
Net sales	Net sales	$	158		$	79		99	%	$	280		$	178		58	%	Net sales	$	201		$	103		95	%	$	481		$	281		71	%
Adjusted EBITDA	Adjusted EBITDA	18			3			513	%	26			12			116	%	Adjusted EBITDA	42			9			367	%	68			21			223	%
Adjusted EBITDA margin	Adjusted EBITDA margin	12		%	4		%			9		%	7		%			Adjusted EBITDA margin	21		%	9		%			14		%	7		%

Sales in this segment by product line were as follows:


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,						Nine Months Ended September 30,
		2021		2020		Change		2021		2020		Change			2021		2020		Change		2021		2020		Change
I-Joist	I-Joist	$	75	$	32	134	%	$	123	$	69	79	%	I-Joist	$	109	$	37	195	%	$	232	$	106	119	%
LVL	LVL	45		30		51	%	89		66		34	%	LVL	51		35		46	%	140		101		38	%
LSL	LSL	11		9		26	%	19		21		(8)	%	LSL	20		14		44	%	39		35		12	%
Other, including plywood and related products	Other, including plywood and related products	26		8		225	%	49		22		123	%	Other, including plywood and related products	21		17		21	%	70		39		82	%
Total	Total	$	158	$	79	99	%	$	280	$	178	58	%	Total	$	201	$	103	95	%	$	481	$	281	71	%

Percent changes in average sales prices and unit shipments for the three and ~~six~~nine months ended ~~June~~September 30, 2021, compared to the corresponding periods in 2020, were as follows:


		Three Months Ended June 30, 2021 versus 2020				Six Months Ended June 30, 2021 versus 2020					Three Months Ended September 30, 2021 versus 2020				Nine Months Ended September 30, 2021 versus 2020
		Average Net Selling Price		Unit Shipments		Average Net Selling Price		Unit Shipments			Average Net Selling Price		Unit Shipments		Average Net Selling Price		Unit Shipments
I-Joist	I-Joist	69	%	39	%	41	%	27	%	I-Joist	158	%	14	%	79	%	22	%
LVL	LVL	29	%	18	%	19	%	13	%	LVL	60	%	(9)	%	31	%	5	%
LSL	LSL	31	%	(6)	%	18	%	(23)	%	LSL	60	%	(10)	%	36	%	(18)	%

EWP net sales increased by ~~$79~~$98 million ~~(or 99%)~~ and ~~$102~~$200 million ~~(or 58%)~~ for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, compared to the corresponding periods in 2020. Adjusted EBITDA increased by ~~$15~~$33 million and ~~$14~~$47 million for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, compared to the corresponding periods in 2020. The increases to net sales and Adjusted EBITDA are primarily due to increased pricing to offset increased input costs.

SOUTH AMERICA

Our South America segment manufactures and distributes OSB structural panel and siding products in South America and certain export markets. This segment has manufacturing operations in two countries, Chile and Brazil, and operates sales offices in Chile, Brazil, Peru, Colombia, and Argentina.

Segment sales, Adjusted EBITDA, and Adjusted EBITDA margin for this segment were as follows:


	Three Months Ended September 30,								Nine Months Ended September 30,
	2021			2020			Change		2021			2020			Change
Net sales	$	76		$	45		69	%	$	203		$	119		70	%
Adjusted EBITDA	37			11			236	%	91			29			215	%
Adjusted EBITDA margin	49		%	24		%			45		%	24		%

Three Months Ended June 30, Six Months Ended June 30,
2021 2020 Change 2021 2020 Change
Net sales $ 74 $ 38 94 % $ 126 $ 74 71 %
Adjusted EBITDA 34 11 206 % 54 18 202 %
Adjusted EBITDA margin 46 % 29 % 43 % 24 %

Sales in this segment by product line were as follows:


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,						Nine Months Ended September 30,
		2021		2020		Change		2021		2020		Change			2021		2020		Change		2021		2020		Change
OSB - Structural Solutions	OSB - Structural Solutions	$	63	$	32	98	%	$	104	$	64	63	%	OSB - Structural Solutions	$	65	$	40	63	%	$	171	$	104	64	%
Siding	Siding	10		5		104	%	20		8		144	%	Siding	9		4		133	%	29		12		140	%
Other	Other	—		1		(80)	%	3		2		35	%	Other	2		1		50	%	3		3		3	%
Total	Total	$	74	$	38	94	%	$	126	$	74	71	%	Total	$	76	$	45	69	%	$	203	$	119	70	%

Percent changes in average sales prices and unit shipments for the three and ~~six~~nine months ended ~~June~~September 30, 2021, compared to the corresponding periods in 2020, were as follows:


		Three Months Ended June 30, 2021 versus 2020				Six Months Ended June 30, 2021 versus 2020					Three Months Ended September 30, 2021 versus 2020				Nine Months Ended September 30, 2021 versus 2020
		Average Net Selling Price		Unit Shipments		Average Net Selling Price		Unit Shipments			Average Net Selling Price		Unit Shipments		Average Net Selling Price		Unit Shipments
OSB		97	%	(1)	%	71	%	(3)	%
OSB - Structural Solutions										OSB - Structural Solutions	96	%	(13)	%	77	%	(7)	%
Siding	Siding	48	%	32	%	39	%	65	%	Siding	35	%	54	%	37	%	263	%

South America net sales increased by ~~$36~~$31 million ~~(or 94%)~~ and ~~$52~~$84 million ~~(or 71%)~~ for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, compared to the corresponding periods in 2020, primarily due to higher OSB and siding pricing.

Adjusted EBITDA increased by ~~$23~~$26 million and ~~$36~~$62 million for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, compared to the corresponding periods in 2020, primarily due to the increased pricing, partially offset by higher imported raw material costs.

OTHER PRODUCTS

Our Other products segment includes off-site framing operation Entekra Holdings, LLC, ("Entekra") remaining timber and timberlands, and other minor products, services, and closed operations, which do not qualify as discontinued operations. Other net sales were ~~$26~~$30 million and ~~$43~~$73 million for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, as compared to $7$11 million and ~~$25~~$36 million for the corresponding periods in 2020. These increases are primarily due to increases in Entekra sales ~~volume.~~volumes.

Adjusted EBITDA was ~~$(4)~~$(3) million and ~~(8)~~$(11) million for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, as compared to $(5) million and ~~$(8)~~$(13) million for the corresponding periods in 2020, respectively.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses were ~~$57~~$63 million and ~~$105~~$168 million for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, compared to ~~$50~~$52 million and ~~$105~~$157 million for the corresponding periods in 2020. The increase in 2021 is primarily due to increased travel, ~~sales-related initiatives,~~sales and marketing, and corporate overhead primarily driven by restrictions on such activities in 2020 in response to the onset of the COVID-19 pandemic.

INCOME TAXES

We recognized an estimated tax provision of ~~$147~~$123 million and ~~$244~~$366 million for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, compared to ~~$19~~$60 million and ~~$28~~$88 million for the corresponding periods of 2020. 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. For 2021, the primary differences between the U.S. statutory rate of 21% and the effective rate relate to state income tax. For 2020, the primary differences between the U.S.

statutory rate of 21% and the effective rate related to state income tax, foreign tax rates, ~~tax credits, stock-based compensation,~~ the sale of our ARS and the redemption of our company-owned life insurance cash surrender value.

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 2020 Annual Report on Form 10-K and Note 1112 of the Notes to the Condensed Consolidated Financial Statements included in Item 1 of this quarterly report on Form 10-Q.

Liquidity and Capital Resources

OVERVIEW

Our principal sources of liquidity are existing cash and investment balances, cash generated by our operations, and our ability to borrow under such credit facilities as we may have in effect from time to time. We may also, from time to time, issue and sell equity, debt or hybrid securities, or engage in other capital market transactions.

Our principal uses of liquidity are paying the costs and expenses associated with our operations, servicing outstanding indebtedness, paying dividends, and making capital expenditures. We may also, from time to time, prepay or repurchase outstanding indebtedness or shares or acquire assets or businesses that are complementary to our operations. Any such repurchases may be commenced, suspended, discontinued or resumed, and the method or methods of affecting any such repurchases may be changed at any time, or from time to time, without prior notice.

OPERATING ACTIVITIES

During the three months ended ~~June~~September 30, 2021, and 2020, cash provided by operations was ~~$457~~$511 million and ~~$129~~$218 million, respectively. During the ~~six~~nine months ended ~~June~~September 30, 2021, and 2020, cash provided by operations was ~~$772 million~~$1.3 billion and ~~$120~~$338 million, respectively. The improvement in cash provided by operations for the period ended ~~June~~September 30, 2021, was primarily related to increases in OSB commodity pricing and revenue growth in Siding Solutions.

INVESTING ACTIVITIES

During the three months ended ~~June~~September 30, 2021, and 2020, cash used in investing activities was ~~$31~~$68 million and ~~cash provided by investing activities was $12~~$13 million, respectively. During the ~~six~~nine months ended ~~June~~September 30, 2021, and 2020, cash used in investing activities was ~~$63~~$131 million and ~~$12~~$25 million, respectively.

Capital expenditures for the three months ended ~~June~~September 30, 2021, and 2020, were ~~$32~~$68 million and ~~$15~~$14 million, respectively. Capital expenditures for the ~~six~~nine months ended ~~June~~September 30, 2021, and 2020, were ~~$65~~$133 million and ~~$39~~$53 million, respectively, primarily related to siding conversion expenditures and growth and maintenance capital. We expect to fund our capital expenditures through cash on hand and cash generated from operations.

During the three and ~~six~~nine months ended ~~June~~September 30, 2020, we received ~~$14~~$1 million and $15 million, respectively, in cash related to the divestiture of our East River facility and assets and brand rights of ~~CanExel®,~~CanExel®. During the nine months ended September 30, 2020, we received $10 million related to the cash surrender value of the company-owned life insurance policy, and $3 million related to the sale of our ARS.

FINANCING ACTIVITIES

During the three and ~~six~~nine months ended ~~June~~September 30, 2021, cash used in financing activities was ~~$484~~$416 million and ~~$642 million,~~$1.1 billion, respectively. During the ~~three and six~~nine months ended ~~June~~September 30, 2021, we used ~~$178 million and~~ $300 million ~~respectively,~~ to repurchase

shares of LP common stock under the 2020 Share Repurchase Program. The 2020 Share Repurchase Program was exhausted in May 2021. During the three and nine months ended ~~June~~September 30, 2021, we used ~~$288~~$399 million and $687 million, respectively, to repurchase shares of LP common stock under the 2021 Share Repurchase Program. We paid cash dividends of ~~$16~~$17 million and ~~$33~~$50 million in the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively.

Additionally, in March 2021, we issued $350 million aggregate principal amount of the 2029 Senior Notes. In February 2021, LP delivered to holders of the 2024 Senior Notes a conditional notice of redemption to redeem on March 27, 2021 all of the 2024 Senior Notes outstanding at a redemption price of 102.438% of the principal amount thereof plus accrued and unpaid interest to, but not including, the redemption date. The redemption notice became irrevocable on March 11, 2021, and the 2024 Senior Notes were fully redeemed on March 27, 2021. In connection with financing activities, we paid $2 million in debt issuance costs related to the Third Amendment ~~during the three months ended June 30, 2021,~~ and $13 million in redemption premiums and debt issuance costs related to the 2024 Senior Notes during the ~~six~~nine months ended ~~June~~September 30, 2021. The remaining financing activities relate to the repurchase of stock from employees in connection with income tax withholding requirements associated with our employee stock-based compensation plans.

During the three and ~~six~~nine months ended ~~June~~September 30, 2020, cash used in financing activities was ~~$368~~$45 million and ~~$39~~$84 million, respectively. During the three months ended September 30, 2020, we used $29 million to repurchase shares of LP common stock under the 2020 Share Repurchase Program. During the three and nine months ended September 30, 2020, we paid cash dividends of $16 million and $49 million, respectively. In March 2020, we borrowed $350 million under our Amended Credit Facility as a precautionary measure due to the COVID-19 pandemic, and we repaid the outstanding balance in ~~June~~the second quarter of 2020. We also paid $1 million of financing costs associated with our Amended Credit Facility ~~and the Third Amendment~~ during the ~~three and six~~nine months ended ~~June~~September 30, 2020. ~~During~~Additionally, during the ~~three and six~~nine months ended ~~June~~September 30, 2020, ~~we paid cash dividends of $17 million and $33 million, respectively. Additionally,~~ we used $5 million to repurchase stock from employees in connection with income tax withholding requirements associated with our employee stock-based compensation plans.

CREDIT FACILITY AND LETTER OF CREDIT FACILITY

The Amended Credit Facility provides for a revolving credit facility in the principal amount of up to $550 million, with a $60 million sub-limit for letters of credit. The Amended Credit Facility, and all loans thereunder, become due on June 8, 2027. As of ~~June~~September 30, 2021, we had no amounts outstanding under the Amended Credit Facility.

The Amended Credit Facility contains various restrictive covenants and customary events of default, the occurrence of which could result in the acceleration of our obligation to repay the indebtedness outstanding thereunder. The Amended Credit Facility also contains financial covenants that ~~requires~~require us and our consolidated subsidiaries to have, as of the end of each quarter, ~~(i)~~ a capitalization ratio (i.e., funded debt less unrestricted cash to total capitalization) of no more than 57.5% ~~and (ii) a minimum consolidated net worth of at least $475 million plus 70% of consolidated net income after December 31, 2019, without deduction for net losses.~~. As of ~~June~~September 30, 2021, we were in compliance with all financial covenants under the Amended Credit Facility.

In March 2020, LP entered into the Letter of Credit Facility, which provides for the funding of letters of credit up to an aggregate outstanding amount of $20 million, which may be secured by certain cash collateral of LP. The Letter of Credit Facility includes an unused commitment fee, due quarterly, ranging from 0.50% to 1.875% of the daily available amount to be drawn on each letter of credit issued under the Letter of Credit Facility. The Letter of Credit Facility is subject to similar affirmative, negative, and financial covenants as those set forth in the Amended Credit Facility, including the capitalization ratio ~~and minimum net worth covenants.~~covenant. As of ~~June~~September 30, 2021, we were in compliance with all covenants under the Letter of Credit Facility.

OTHER LIQUIDITY MATTERS

Off-Balance Sheet Arrangements

As of ~~June~~September 30, 2021, we had standby letters of credit of $12 million outstanding related to collateral for environmental impact on owned properties, deposit for forestry license, and insurance collateral, including workers' compensation.

Potential Impairments

We review our mill and investment assets for potential impairments at least annually and believe we have adequate support for the carrying value of our assets as of ~~June~~September 30, 2021.

If demand and pricing for our products are significantly below cycle average demand and pricing, or should we decide to invest capital in alternative projects, or should changes occur related to our wood supply for these locations, or should demand and pricing of our products fall as a result of the long-term effects of the COVID-19 pandemic, it is possible that future impairment charges will be required. As of ~~June~~September 30, 2021, there were no indications of impairment. We recognized a non-cash impairment charge of $5 million during the nine months ended September 30, 2020 related to goodwill assigned to the Entekra reporting unit in part due to the impacts at that time the COVID-19 pandemic on this reporting unit.

We also review from time to time possible dispositions of various assets, considering current and anticipated economic and industry conditions, our strategic plan, and other relevant factors. Because a determination to dispose of particular assets can require management to make assumptions regarding the transaction structure of the disposition and to estimate the net sales proceeds, which may be less than previous estimates of undiscounted future net cash flows, we may be required to record impairment charges in connection with decisions to dispose of assets.

3134

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our international operations have exposure to foreign currency rate risks, primarily due to fluctuations in the Canadian dollar, Brazilian real, and the Chilean peso. Although we have in the past entered into foreign exchange contracts associated with certain of our indebtedness and may continue to enter into foreign exchange contracts associated with major equipment purchases to manage a portion of the foreign currency rate risk, we historically have not entered into material currency rate hedges with respect to our exposure from operations, although we may do so in the future.

Some of our products are sold as commodities, and therefore sales prices fluctuate daily based on market factors over which we have little or no control. The most significant commodity product we sell is OSB. Based upon an assumed North America annual production capacity in the OSB segment of 4.5 billion square feet (3/8" basis) or 3.9 billion square feet (7/16" basis), a $1 change in the annual average price per thousand square feet on a 7/16" basis would change annual pre-tax profits by approximately $4 million. Excluding the Peace Valley facility, which was curtailed in 2019, a $1 change in the annual average price per thousand square feet on a 7/16" basis would change annual pre-tax profits by approximately $3 million.

We are exposed to market risk associated with changes in interest rates on our variable rate long-term debt. As of ~~June~~September 30, 2021, we had no outstanding amounts borrowed under our Amended Credit Facility. We do not currently have any derivative or hedging arrangements, or other known exposures, to changes in interest rates.

We historically have not entered into material commodity futures and swaps, although we may do so in the future.

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ITEM 4.CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

As of ~~June~~September 30, 2021, our Chief Executive Officer and Chief Financial Officer carried out, with the participation of ~~the Company's Disclosure Practices Committee and~~ the Company's management, a review and evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Exchange Act. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of ~~June~~September 30, 2021, LP’s disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter, ended ~~June~~September 30, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

3336

LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

KEY PERFORMANCE INDICATORS

The following tables set forth: (1) ~~our sales volumes, (2)~~ housing starts, (2) our North American sales volume, and (3) OEE. We consider the following items to be key performance indicators because LP’s management uses these metrics to evaluate our business and trends, measure our performance, and make strategic decisions and believes that the key performance indicators presented provide additional perspective and insights when analyzing the core operating performance of LP. These key performance indicators should not be considered superior to, as a substitute for or as an alternative to, and should be considered in conjunction with, the U.S. GAAP financial measures presented herein. These measures may not be comparable to similarly-titled performance indicators used by other companies.

We monitor housing starts, which is a leading external indicator of residential construction in the United States that correlates with the demand for many of our products. We believe that this is a useful measure for evaluating our results and that providing this measure should allow interested persons to more readily compare our sales volume for past and future periods to an external indicator of product demand. Other companies may present housing start data differently and therefore, as presented by us, our housing start data may not be comparable to similarly-titled indicators reported by other companies.


		Three Months Ended June 30,		Six Months Ended June 30,			Three Months Ended September 30,		Nine Months Ended September 30,
		2021	2020	2021	2020		2021	2020	2021	2020
Housing starts1:	Housing starts1:					Housing starts1:
Single-Family	Single-Family	308	211	563	425	Single-Family	294	284	859	716
Multi-Family	Multi-Family	120	79	223	194	Multi-Family	126	104	355	300
		428	290	786	619		420	388	1,214	1,016


1 Actual U.S. Housing starts data reported by U.S. Census Bureau as published through ~~July 20,~~October 19, 2021.

We monitor sales volumes for our products in our Siding, OSB and EWP segments, which we define as the number of units of our products sold within the applicable period. Evaluating sales volume by product type helps us identify and address changes in product demand, broad market factors that may affect our performance, and opportunities for future growth. It should be noted that other companies may present sales volumes differently and, therefore, as presented by us, sales volumes may not be comparable to similarly-titled measures reported by other companies. We believe that sales volumes can be a useful measure for evaluating and understanding our business.

The following table sets forth North American sales volumes for the three and ~~six~~nine months ended ~~June~~September 30, 2021, and 2020:


		Three Months Ended June 30, 2021				Three Months Ended June 30, 2020					Three Months Ended September 30, 2021				Three Months Ended September 30, 2020
Sales Volume	Sales Volume	Siding	OSB	EWP	Total	Siding	OSB	EWP	Total	Sales Volume	Siding	OSB	EWP	Total	Siding	OSB	EWP	Total
Siding Solutions (MMSF)	Siding Solutions (MMSF)	406	—	—	406	319	—	—	319	Siding Solutions (MMSF)	432	—	—	432	395	—	—	395

OSB - commodity (MMSF)	OSB - commodity (MMSF)	—	481	—	481	—	480	—	480	OSB - commodity (MMSF)	—	533	—	533	—	531	—	531
OSB - Structural Solutions (MMSF)	OSB - Structural Solutions (MMSF)	—	403	—	403	—	339	—	339	OSB - Structural Solutions (MMSF)	—	419	—	419	—	406	—	406
I-Joist (MMLF)	I-Joist (MMLF)	—	—	33	33	—	—	24	24	I-Joist (MMLF)	—	—	32	32	—	—	28	28
LVL (MCF)	LVL (MCF)	—	—	1,809	1,809	—	—	1,534	1,534	LVL (MCF)	—	—	1,628	1,628	—	—	1,791	1,791
LSL (MCF)	LSL (MCF)	—	—	536	536	—	—	573	573	LSL (MCF)	—	—	767	767	—	—	850	850

3437


		Six Months Ended June 30, 2021				Six Months Ended June 30, 2020					Nine Months Ended September 30, 2021				Nine Months Ended September 30, 2020
Sales Volume	Sales Volume	Siding	OSB	EWP	Total	Siding	OSB	EWP	Total	Sales Volume	Siding	OSB	EWP	Total	Siding	OSB	EWP	Total
Siding Solutions (MMSF)	Siding Solutions (MMSF)	810	—	—	810	610	—	—	610	Siding Solutions (MMSF)	1,241	—	—	1,241	1,005	—	—	1,005

OSB - commodity (MMSF)	OSB - commodity (MMSF)	—	936	—	936	—	1,002	—	1,002	OSB - commodity (MMSF)	—	1,470	—	1,470	—	1,533	—	1,533
OSB - Structural Solutions (MMSF)	OSB - Structural Solutions (MMSF)	—	804	—	804	—	737	—	737	OSB - Structural Solutions (MMSF)	—	1,222	—	1,222	—	1,142	—	1,142
I-Joist (MMLF)	I-Joist (MMLF)	—	—	64	64	—	—	50	50	I-Joist (MMLF)	—	—	96	96	—	—	78	78
LVL (MCF)	LVL (MCF)	—	—	3,720	3,720	—	—	3,292	3,292	LVL (MCF)	—	—	5,348	5,348	—	—	5,084	5,084
LSL (MCF)	LSL (MCF)	—	—	977	977	—	—	1,272	1,272	LSL (MCF)	—	—	1,744	1,744	—	—	2,122	2,122

We measure OEE of each of our mills to track improvements in the utilization and productivity of our manufacturing assets. OEE is a composite metric that considers asset uptime (adjusted for capital project downtime and similar events), production rates, and finished product quality. It should be noted that other companies may present OEE differently and, therefore, as presented by us, OEE may not be comparable to similarly-titled measures reported by other companies. We believe that when used in conjunction with other metrics, OEE can be a useful measure for evaluating our ability to generate profits, and that providing this measure should allow interested persons to more readily monitor operational improvements. OEE for the three and ~~six~~nine months ended ~~June~~September 30, 2021, and 2020 for each of our segments is listed below:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
Siding	Siding	88	%	88	%	89	%	88	%	Siding	91	%	88	%	89	%	88	%
OSB	OSB	86	%	90	%	84	%	89	%	OSB	82	%	87	%	83	%	88	%
EWP	EWP	86	%	93	%	89	%	91	%	EWP	84	%	90	%	87	%	89	%
South America	South America	78	%	71	%	76	%	70	%	South America	80	%	75	%	77	%	72	%

3538

PART II-OTHER INFORMATION

Item 1. Legal Proceedings.

The description of certain legal and environmental matters involving LP set forth in Item 1 of this quarterly report on Form 10-Q under Note 1112 to the Notes to the Condensed Consolidated Financial Statements contained herein is incorporated herein by reference.

Item 1A.Risk Factors.

In addition to the other information set forth in this quarterly report on Form 10-Q, an investor should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed on February 18, 2021 ("2020 Annual Report on Form 10-K"). There have been no material changes to the risk factors previously disclosed under caption "Risk Factors" in our 2020 Annual Report on Form 10-K. The risks, as described in our 2020 Annual Report on Form 10-K, are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem immaterial also may materially, adversely affect our business, financial condition, operating results or cash flows.

3639

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

In February 2020, LP’s Board of Directors authorized the 2020 Share Repurchase Program under which LP ~~may~~was authorized to repurchase up to $200 million of shares of LP’s common stock. In November 2020, LP’s Board of Directors authorized the expansion of the 2020 Share Repurchase Program under which LP ~~may~~was authorized to repurchase up to an additional $300 million of shares of LP’s common stock. The 2020 Share Repurchase Program was exhausted in May 2021. On May 4, 2021, our Board of Directors authorized the 2021 Share Repurchase Program under which LP may repurchase up to $1 billion of shares of LP's common stock. LP may initiate, discontinue or resume purchases of its common stock under ~~these authorizations~~the 2021 Share Repurchase Program and make additional repurchases of common stock in the open market, in ~~privately negotiated~~block and privately-negotiated transactions, including under ~~SEC~~ Rule 10b5-1 plans, ~~or otherwise~~ at ~~any time or from time to time~~times and in such amounts as management deems appropriate without prior ~~notice.~~notice, subject to market and business conditions, regulatory requirements and other factors.

The following shares of our common stock were repurchased under these authorizations during the quarter ended ~~June~~September 30, 2021:

Period Total Number of Shares Purchased Average Price Paid Per Share
Total Number of Shares Purchased as Part of Publicly Announced Purchase Plans or Programs1
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
(In millions)
April 1, 2021 - April 30, 2021 1,987,821 $ 63.12 1,987,821 $ 52
May 1, 2021 - May 31, 2021 2,420,748 $ 66.65 2,420,748 $ 891
June 1, 2021 - June 30, 2021 2,909,843 $ 61.38 2,909,843 $ 712
Total for Second Quarter 2021 7,318,412 $ 712


Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Purchase Plans or Programs1	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (In millions)
July 1, 2021 - July 31, 2021	2,333,746	$	56.23	2,333,746	$	581
August 1, 2021 - August 31, 2021	2,317,818	$	57.90	2,317,818	$	447
September 1, 2021 - September 30, 2021	2,147,642	$	62.24	2,147,642	$	313
Total for Third Quarter 2021				6,799,206	$	313

1 On February 6, 2020, we announced that our Board of Directors authorized the 2020 Share Repurchase Program under which LP may repurchase up to $200 million of shares of LP’s common stock, and on November 4, 2020, we announced that our Board of Directors expanded the 2020 Share Repurchase Program by authorizing repurchases of an additional $300 million of our common stock. On May 4, 2021, our Board of Directors authorized the 2021 Share Repurchase Program under which we may repurchase up to $1 billion of shares of our common stock. As of ~~June~~September 30, 2021, (i) LP has repurchased all shares of common stock authorized for repurchase under the 2020 Share Repurchase Program, totaling $500 million, and therefore will make no further repurchases under the 2020 Share Repurchase Program, and (ii) LP has used ~~$288~~$687 million to repurchase common stock under the 2021 Share Repurchase Program.

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

Item 3.Defaults Upon Senior Securities.

None.

Item 4.Mine Safety Disclosures.

Not applicable.

Item 5.Other Information.

None.

3740

Item 6. Exhibits.


10.1			~~Third~~Fourth Amendment to Amended and Restated Credit Agreement, dated ~~June 8,~~August 6, 2021, among the Company, as borrower, American AgCredit PCA, as administrative agent, CoBank, ACB, as letter of credit issuer and lenders and voting participants party thereto, incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on ~~June 8,~~August 6, 2021.

31.1			Certifications of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. *

31.2			Certifications of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. *

32			Certifications pursuant to § 906 of the Sarbanes-Oxley Act of 2002. **

101.INS			XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.*

101.SCH			XBRL Taxonomy Extension Schema Document.*

101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document.*

101.LAB			XBRL Taxonomy Extension Label Linkbase Document.*

101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document.*

101.DEF			XBRL Taxonomy Extension Definition Linkbase Document.*

104			Cover Page Interactive Data File (embedded with Inline XBRL document and contained in Exhibit 101)*

*Filed herewith.

** Furnished herewith.

3841

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.


		LOUISIANA-PACIFIC CORPORATION

Date:	~~August 4,~~November 3, 2021	BY:	/S/ W. BRADLEY SOUTHERN
			W. Bradley Southern
			Chief Executive Officer

Date:	~~August 4,~~November 3, 2021	BY:	/S/ ALAN J.M. HAUGHIE
			Alan J.M. Haughie
			Executive Vice President and
			Chief Financial Officer