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 March 31, ~~2022~~2023

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,~~1610 West End Avenue, Suite ~~2000,~~200, Nashville, TN ~~37219~~37203

(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	☐o
Emerging growth company	☐o

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~82,118,548~~72,043,353 shares of common stock, $1 par value, outstanding as of ~~April 27, 2022.~~

May 1, 2023.

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.

CAUTIONARY STATEMENT REGARDING 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, which may be amplified by the invasion of Ukraine by Russia, the sanctions (including their duration), and other measures being imposed in response to this conflict, as well as any escalation or expansion of economic disruption or the conflict’s current scope:

•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;following:

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

•changes in general and global economic conditions, including impacts from global pandemics, rising inflation, supply chain disruptions and the ~~ongoing COVID-19 pandemic;~~military conflict between Russia and Ukraine;

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

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

•changes in the cost and availability of transportation;

•impact of manufacturing our products internationally;

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

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

•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~~challenges to 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, environmental proceedings and remediation efforts, and other legal or environmental proceedings or matters;

•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;

•cybersecurity events affecting our information technology systems or those of our third-party providers and the related costs and impact of any disruption on our business; and

•acts of public authorities, war, political or 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.

The forward-looking statements that we make or that are made by others on our behalf are based on our knowledge of our business and our operating environment and assumptions that we believe to be or will believe to be reasonable when such forward-looking statements were or ~~are~~will be made. As a consequence of the factors described above, the other risks, uncertainties, and factors we disclose below and in the reports and other documents filed by us with the SEC, other risks not known to us at this time, changes in facts, assumptions not being realized or other circumstances, our actual results may differ materially from those discussed in or implied or contemplated by our forward-looking statements. Consequently, this cautionary statement qualifies all forward-looking statements we make or that are made on our behalf, including those made herein and incorporated by reference herein. We cannot assure you that the results or developments expected or anticipated by us will be realized or, even if substantially realized, that those results or developments will result in the expected consequences for us or affect us, our business, our operations or our operating results in the manner or to the extent we expect. We caution readers not to place undue reliance on such forward-looking statements, which speak only as of their dates. We undertake no obligation to revise or update any of the forward-looking statements to reflect subsequent events or circumstances except to the extent required by applicable law.

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 and share amounts in millions, except per share amounts

(Unaudited)

Three Months Ended March 31,
2022 2021
Net sales $ 1,337 $ 1,017
Cost of sales (676) (538)
Gross profit 661 479
Selling, general, and administrative expenses (65) (48)
Other operating credits and charges, net 38 —
Income from operations 633 431
Interest expense (3) (5)
Investment income 1 —
Other non-operating items (10) (10)
Income before income taxes 621 416
Provision for income taxes (139) (96)
Equity in unconsolidated affiliate 1 —
Net income $ 483 $ 320
Net loss attributed to noncontrolling interest 1 1
Net income attributed to LP $ 484 $ 320
Net income per share of common stock:
Net income per share - basic $ 5.64 $ 3.02
Net income per share - diluted $ 5.60 $ 3.00
Average shares of common stock used to compute net income per share:
Basic 86 106
Diluted 86 107


	Three Months Ended March 31,
	2023		2022
Net sales	$	584	$	1,167
Cost of sales	(483)		(547)
Gross profit	101		620
Selling, general, and administrative expenses	(66)		(62)

Other operating credits and charges, net	(5)		(1)
Income from operations	30		556
Interest expense	(3)		(3)
Investment income	5		1
Other non-operating items	(8)		(10)
Income before income taxes	23		544
Provision for income taxes	(1)		(124)
Equity in unconsolidated affiliate	—		1
Income from continuing operations	22		421
Income from discontinued operations, net of income taxes	—		62
Net income	$	22	$	483
Net (income) loss attributed to noncontrolling interest	(1)		1
Net income attributed to LP	$	21	$	484





Net income attributed to LP per share of common stock:
Income per share continuing operations - basic	$	0.29	$	4.92
Income per share discontinued operations - basic	—		0.72
Net income per share - basic	$	0.29	$	5.64

Income per share continuing operations - diluted	$	0.29	$	4.89
Income per share discontinued operations - diluted	—		0.71
Net income per share - diluted	$	0.29	$	5.60

Average shares of common stock used to compute net income per share:
Basic	72		86
Diluted	72		86

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 March 31,
2022 2021
Net income $ 483 $ 320
Other comprehensive income, net of tax
Foreign currency translation adjustments 23 (7)
Changes in defined benefit pension plans 1 —
Other comprehensive income (loss), net of tax 24 (6)
Comprehensive income 508 313
Comprehensive loss associated with noncontrolling interest 1 1
Comprehensive income attributed to LP $ 508 $ 314


	Three Months Ended March 31,
	2023		2022
Net income	$	22	$	483
Other comprehensive income, net of tax
Foreign currency translation adjustments	15		23

Changes in defined benefit pension plans	4		1
Other comprehensive income, net of tax	19		24
Comprehensive income	42		508
Comprehensive (income) loss associated with noncontrolling interest	(1)		1
Comprehensive income attributed to LP	$	41	$	508

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

Condensed Consolidated Balance Sheets

Dollar amounts in millions

(Unaudited)

March 31, 2022 December 31, 2021
ASSETS
Cash and cash equivalents $ 624 $ 358
Receivables, net of allowance for doubtful accounts of $2 million as of March 31, 2022, and December 31, 2021 320 191
Inventories 382 323
Prepaid expenses and other current assets 15 18
Total current assets 1,341 890
Timber and timberlands 54 84
Property, plant, and equipment, net 1,132 1,069
Operating lease assets 51 52
Goodwill and other intangible assets 38 39
Investments in and advances to affiliates 7 21
Restricted cash 14 13
Other assets 25 25
Deferred tax asset 8 2
Total assets $ 2,670 $ 2,194
LIABILITIES AND EQUITY
Accounts payable and accrued liabilities $ 330 $ 338
Income tax payable 129 13
Total current liabilities 459 351
Long-term debt 346 346
Deferred income taxes 103 86
Non-current operating lease liabilities 44 44
Contingency reserves, excluding current portion 23 24
Other long-term liabilities 80 105
Total liabilities 1,054 955
Redeemable noncontrolling interest 3 4
Stockholders’ equity:
Common stock, $1 par value, 200,000,000 shares authorized; 100,884,145 and 84,496,113 shares issued and outstanding, respectively, at March 31, 2022; and 102,415,883 and 85,636,154 shares issued and outstanding, respectively, at December 31, 2021 101 102
Additional paid-in capital 451 458
Retained earnings 1,601 1,239
Treasury stock, 16,388,032 shares and 16,779,729 shares, at cost as of March 31, 2022, and December 31, 2021, respectively (391) (390)
Accumulated comprehensive loss (149) (174)
Total stockholders’ equity 1,613 1,235
Total liabilities and stockholders’ equity $ 2,670 $ 2,194


	March 31, 2023		December 31, 2022
ASSETS
Cash and cash equivalents	$	126	$	369
Receivables, net of allowance for doubtful accounts of $1 million as of March 31, 2023 and December 31, 2022	148		127
Inventories	415		337
Prepaid expenses and other current assets	23		20

Total current assets	713		854

Timber and timberlands	33		40
Property, plant, and equipment, net	1,397		1,326
Operating lease assets, net	42		44
Goodwill and other intangible assets	36		36
Investments in and advances to affiliates	5		6
Restricted cash	—		14
Other assets	24		24
Deferred tax asset	10		7

Total assets	$	2,259	$	2,350

LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities	$	227	$	317
Income taxes payable	1		19

Total current liabilities	229		336

Long-term debt	347		346
Deferred income taxes	115		113
Non-current operating lease liabilities	35		41
Contingency reserves, excluding current portion	26		26
Other long-term liabilities	56		53

Total liabilities	$	808	$	916

Redeemable noncontrolling interest	1		—

Stockholders’ equity:
Common stock, $1 par value, 200,000,000 shares authorized; 87,986,865 and 72,031,465 shares issued and outstanding, respectively, as of March 31, 2023; and 87,986,865 and 71,748,200 shares issued and outstanding, respectively, as of December 31, 2022	88		88
Additional paid-in capital	455		462
Retained earnings	1,375		1,371
Treasury stock, 15,955,400 shares and 16,238,665 shares, at cost as of March 31, 2023, and December 31, 2022, respectively	(388)		(388)
Accumulated comprehensive loss	(80)		(99)
Total stockholders’ equity	1,450		1,433
Total liabilities and stockholders’ equity	$	2,259	$	2,350

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 March 31,
2022 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 483 $ 320
Adjustments to net income:
Depreciation and amortization 32 29
Gain on sale of joint ventures (39) —
Deferred taxes 11 4
Loss on early debt extinguishment — 11
Other adjustments, net 5 3
Changes in assets and liabilities (net of acquisitions and divestitures):
Receivables (127) (74)
Prepaid expenses and other current assets 3 3
Inventories (55) (50)
Accounts payable and accrued liabilities (2) (3)
Income taxes payable, net of receivables 116 71
Net cash provided by operating activities 425 314
CASH FLOWS FROM INVESTING ACTIVITIES:
Property, plant, and equipment additions (92) (34)
Proceeds from business divestiture 59 —
Other investing activities 1 2
Net cash used in investing activities (33) (32)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowing of long-term debt — 350
Repayment of long-term debt, including redemption premium — (359)
Payment of cash dividends (19) (17)
Purchase of stock (104) (122)
Other financing activities (15) (10)
Net cash used in financing activities (137) (158)
EFFECT OF EXCHANGE RATE ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH 11 (2)
Net increase in cash, cash equivalents and restricted cash 266 122
Cash, cash equivalents, and restricted cash at beginning of period 371 535
Cash, cash equivalents, and restricted cash at end of period $ 637 $ 658
Supplemental cash flow information:
Cash paid for income taxes, net of cash received $ 12 $ 21
Cash paid for interest, net of cash received $ 4 $ 9
Unpaid capital expenditures $ 41 $ 14


	Three Months Ended March 31,
	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	22	$	483
Adjustments to net income:
Depreciation and amortization	28		32
Gain on sale of assets	—		(39)
Pension loss due to settlement	6		—
Deferred taxes	(2)		11

Other adjustments, net	9		5
Changes in assets and liabilities (net of acquisitions and divestitures):
Receivables	(8)		(127)
Inventories	(76)		(55)
Prepaid expenses and other current assets	(2)		3
Accounts payable and accrued liabilities	(66)		(2)
Income taxes payable, net of receivables	(30)		116
Net cash (used) provided by operating activities	(119)		425
CASH FLOWS FROM INVESTING ACTIVITIES:
Property, plant, and equipment additions	(114)		(92)
Proceeds from sales of assets	1		59
Other investing activities	—		1
Net cash used in investing activities	(113)		(33)
CASH FLOWS FROM FINANCING ACTIVITIES:


Payment of cash dividends	(17)		(19)
Purchase of stock	—		(104)
Other financing activities	(10)		(15)
Net cash used in financing activities	(27)		(137)
EFFECT OF EXCHANGE RATE ON CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	3		11
Net (decrease) increase in cash, cash equivalents, and restricted cash	(257)		266
Cash, cash equivalents, and restricted cash at beginning of period	383		371
Cash, cash equivalents, and restricted cash at end of period	$	126	$	637

Supplemental cash flow information:
Cash paid for income taxes, net	$	33	$	12
Cash paid for interest, net	$	7	$	4
Unpaid capital expenditures	$	28	$	41

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

Condensed Consolidated Statements of ~~Stockholders'~~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
Shares Amount Shares Amount
Balance, December 31, 2021 102 $ 102 17 $ (390) $ 458 $ 1,239 $ (174) $ 1,235
Net income attributed to LP — — — — — 484 — 484
Dividends paid ($0.22 per share) — — — — — (19) — (19)
Issuance of shares under stock plans — — (1) 14 (14) — — —
Taxes paid related to net settlement of stock-based awards — — — (15) — — — (15)
Purchase of stock (2) (2) — — — (102) — (104)
Compensation expense associated with stock-based compensation — — — — 7 — — 7
Other comprehensive loss — — — — — — 24 24
Balance, March 31, 2022 101 $ 101 16 $ (391) $ 451 $ 1,601 $ (149) $ 1,613


	Common Stock			Treasury Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Comprehensive Loss		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount
Balance, December 31, 2022	88	$	88	16	$	(388)	$	462	$	1,371	$	(99)	$	1,433
Net income attributed to LP	—	—		—	—		—		21		—		21
Dividends paid ($0.24 per share)	—	—		—	—		—		(17)		—		(17)
Issuance of shares under stock plans	—	—		—	10		(10)		—		—		—
Taxes paid related to net settlement of stock-based awards	—	—		—	(10)		—		—		—		(10)

Compensation expense associated with stock-based compensation	—	—		—	—		4		—		—		4
Other comprehensive income	—	—		—	—		—		—		19		19
Balance, March 31, 2023	88	$	88	16	$	(388)	$	455	$	1,375	$	(80)	$	1,450

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


	Common Stock			Treasury Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Comprehensive Loss		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount
Balance, December 31, 2021	102	$	102	17	$	(390)	$	458	$	1,239	$	(174)	$	1,235
Net income attributed to LP	—	—		—	—		—		484		—		484
Dividends paid ($0.22 per share)	—	—		—	—		—		(19)		—		(19)
Issuance of shares under stock plans	—	—		(1)	14		(14)		—		—		—
Taxes paid related to net settlement of stock-based awards	—	—		—	(15)		—		—		—		(15)
Purchase of stock	(2)	(2)		—	—		—		(102)		—		(104)
Compensation expense associated with stock-based compensation	—	—		—	—		7		—		—		7
Other comprehensive income	—	—		—	—		—		—		24		24
Balance, March 31, 2022	101	$	101	16	$	(391)	$	451	$	1,601	$	(149)	$	1,613

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 are a leading provider of high-performance building solutions that meet the demands of builders, remodelers, and homeowners worldwide. Serving the new home construction, repair and remodeling, and outdoor structures markets, we have leveraged our expertise to become an industry leader known for innovation, quality, reliability, and ~~reliability. The Company operates 25 plants across the U.S., Canada, Chile, and Brazil, through foreign subsidiaries, and operates facilities through joint ventures.~~sustainability. The principal customers for our building solutions are retailers, wholesalers, and homebuilding and industrial businesses in North America and South America, with limited sales to Asia, Australia, and Europe. The Company operates 22 plants across the U.S., Canada, Chile, and Brazil through foreign subsidiaries, and operates additional facilities through a joint venture. References to "LP," the "Company," "we," "our," and "us" refer to Louisiana-Pacific Corporation and its consolidated subsidiaries as a whole.

During the year ended December 31, 2022, we sold our 50% equity interest in two joint ventures that produce I-joists to Resolute Forest Products Inc., and we sold the remaining assets related to the EWP segment to Pacific Woodtech Corporation, a Washington corporation, and Pacific Woodtech Canada Holdings Limited, a British Columbia limited company (collectively, the Purchaser). Accordingly, the results of our previously-owned EWP segment have been presented as discontinued operations in our Condensed Consolidated Statements of Income for all periods presented. See "Note 7 –Discontinued Operations" for additional information.

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 related Notes should be read in conjunction with our annual report on Form 10-K for the fiscal year ended December 31, ~~2021,~~2022, filed with the SEC on February ~~22, 2022 (2021~~21, 2023 (2022 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.

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~~depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

As noted in the segment reporting information in Note 1816 below, our reportable segments are Siding, Oriented Strand Board (OSB), ~~Engineered Wood Products (EWP),~~ and South America (dollar amounts in millions).


Three Months Ended March 31, 2022
By product type and family:		Siding		OSB		EWP		South America		Other		Inter-segment		Total
Three Months Ended March 31, 2023																Three Months Ended March 31, 2023
By Product type and family:																By Product type and family:	Siding		OSB		South America		Other		Inter-segment		Total
Value-add	Value-add															Value-add
Siding Solutions	Siding Solutions	$	330	$	—	$	—	$	6	$	—	$	—	$	336	Siding Solutions	$	329	$	—	$	8	$	—	$	—	$	337

OSB - Structural Solutions	OSB - Structural Solutions	—		406		—		58		—		(1)		464		OSB - Structural Solutions	—		112		46		—		—		158
I-Joist		—		—		79		—		—		—		79
LVL		—		—		65		—		—		—		65
		330		406		144		64		—		(1)		945			329		112		54		—		—		495
Commodity	Commodity															Commodity
OSB - commodity	OSB - commodity	—		334		—		—		—		—		334		OSB - commodity	—		75		—		—		—		75
Plywood		—		—		11		—		—		—		11
		—		334		11		—		—		—		345
Other	Other															Other
Other products	Other products	2		4		14		2		26		—		48		Other products	2		2		1		8		—		14
		$	332	$	744	$	170	$	67	$	26	$	(1)	$	1,337		$	331	$	189	$	55	$	8	$	—	$	584


Three Months Ended March 31, 2021
By product type and family:		Siding		OSB		EWP		South America		Other		Inter-segment		Total
Three Months Ended March 31, 2022																Three Months Ended March 31, 2022
By Product type and family:																By Product type and family:	Siding		OSB		South America		Other		Inter-segment		Total
Value-add	Value-add															Value-add
Siding Solutions	Siding Solutions	$	282	$	—	$	—	$	9	$	—	$	—	$	291	Siding Solutions	$	330	$	—	$	6	$	—	$	—	$	336
OSB - Structural Solutions	OSB - Structural Solutions	—		254		—		41		—		—		295		OSB - Structural Solutions	—		406		58		—		(1)		464
I-Joist		—		—		48		—		—		—		48
LVL		—		—		43		—		—		—		43
LSL		—		—		8		—		—		—		8
		282		254		100		50		—		—		686			330		406		64		—		(1)		799
Commodity	Commodity															Commodity
OSB - commodity	OSB - commodity	—		282		—		—		—		—		281		OSB - commodity	—		334		—		—		—		334
Plywood		—		—		13		—		—		—		13
		—		282		13		—		—		—		294
Other	Other															Other

Other products	Other products	3		3		11		3		18		—		37		Other products	2		4		2		26		—		34
		$	285	$	539	$	123	$	53	$	18	$	—	$	1,017		$	332	$	744	$	67	$	26	$	(1)	$	1,167

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~~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~~estimation of customer volume achievement and other factors incorporated into customer agreements, such as new product purchases, store sell-through, and merchandising support. Management adjusts accruals when circumstances indicate (typically as a result of a change in volume expectations).

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

NOTE 3. EARNINGS PER SHARE

Basic earnings per share is based ~~upon~~on the weighted-average number of shares of common stock outstanding. Diluted earnings per share is based upon the weighted-average number of shares of common stock outstanding, plus all potentially dilutive securities that were assumed to be converted into common shares at the beginning of the period under the treasury stock method. This method requires that the effect of potentially dilutive common stock equivalents (stock options, 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 from continuing operations are reported because the effect is anti-dilutive.

The following table sets forth the computation of basic and diluted earnings per share (dollar and share amounts in millions, except per share amounts):
Three Months Ended March 31,
2022 2021
Net income attributed to LP $ 484 $ 320
Weighted average common shares outstanding - basic 86 106
Dilutive effect of employee stock plans 1 1
Shares used for diluted earnings per share 86 107
Earnings per share:
Basic earnings $ 5.64 $ 3.02
Diluted earnings $ 5.60 $ 3.00


	Three Months Ended March 31,
	2023		2022
Income from continuing operations	$	22	$	421
Net (income) loss attributed to noncontrolling interest	(1)		1
Income attributed to LP from continuing operations	21		422
Income for discontinued operations, net of income taxes	—		62
Net income attributed to LP	$	21	$	484

Weighted average common shares outstanding - basic	72		86
Dilutive effect of employee stock plans	—		1
Shares used for diluted earnings per share	72		86
Net income attributed to LP per share - basic:
Continuing operations	$	0.29	$	4.92
Discontinued operations	—		0.72
Net income attributed to LP per share - basic	$	0.29	$	5.64

Net income attributed to LP per share – diluted:
Continuing operations	$	0.29	$	4.89
Discontinued operations	—		0.71
Net income attributed to LP per share - diluted	$	0.29	$	5.60

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 fair value of the 3.625% Senior Notes due in 2029 (2029 Senior Notes) was estimated to be ~~$324~~$302 million and ~~$358~~$306 million as of March 31, ~~2022,~~2023 and December 31, ~~2021,~~2022, respectively, based ~~upon~~on market quotations. 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 asis determined using published rates.

In November 2022, LP entered into a Second Amended and Restated Credit Agreement with American AgCredit, PCA, as administrative agent and sole lead arranger, and CoBank, ACB, as letter of credit issuer (the Credit Agreement), relating to its revolving credit facility (as amended, the Amended Credit Facility). The Credit Agreement provides for a revolving credit facility in the principal amount of up to $550 million, with a $60 million sub-limit for letters of credit. The Credit Agreement, and all loans thereunder, become due on November 29, 2028.

~~There~~As of March 31, 2023, there were no outstanding amounts borrowed under our Amended Credit ~~Facility (defined below) as~~Facility. As of ~~March 31, 2022.~~

May, 3, 2023, there was $45 million outstanding under the Amended Credit Facility.

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 (dollar amounts in millions):

March 31, 2022 December 31, 2021
Trade receivables $ 305 $ 172
Income tax receivable — 1
Other receivables 17 20
Allowance for doubtful accounts (2) (2)
Total $ 320 $ 191


	March 31, 2023		December 31, 2022
Trade receivables	$	112	$	106
Other receivables	23		19
Income tax receivable	15		4
Allowance for doubtful accounts	(1)		(1)
Total	$	148	$	127

Trade receivables are primarily generated by sales of our products to our wholesale and retail customers. Other receivables as of March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, primarily consist of sales tax receivables, vendor rebates, 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 (work in process is not material and is included in Semi-finished inventory) are as follows (dollar amounts in millions):


		March 31, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Logs	Logs	$	86	$	59	Logs	$	102	$	59
Other raw materials	Other raw materials	69		59		Other raw materials	75		72
Semi-finished inventory		38		38
Semi-finished inventories						Semi-finished inventories	34		25
Finished products	Finished products	189		168		Finished products	204		180
Total	Total	$	382	$	323	Total	$	415	$	337

NOTE 7. ~~DIVESTITURES~~DISCONTINUED OPERATIONS

Engineered Wood Products (EWP)

~~During~~In March 2022, the ~~three months ended March 31, 2022, we~~Company sold ~~our~~its 50% equity interest in two joint ventures that produce I-joists to Resolute Forest Products Inc. ~~(Resolute)~~ for $59 million, resulting in a pre-tax gain associated with the sale of $39 million recorded in the year ended December 31, 2022 within Income from discontinued operations, net of income taxes in the Condensed Consolidated Statements of Income.

On August 1, 2022, the Company completed the sale of the assets related to the EWP segment to the Purchaser. As a result of the sale, the Company received $217 million in gross cash proceeds after taking into account working capital adjustments. The Company paid $12 million in direct transaction costs, resulting in net proceeds of $205 million. ~~The total~~During the year ended December 31, 2022, the Company recorded a pre-tax gain of approximately $118 million within Income from discontinued operations, net ~~carrying value~~ of ~~our equity method~~income taxes in the Condensed Consolidated Statements of Income.

Upon closing, the Company entered into the transition services agreement (TSA) with the Purchaser, pursuant to which the Company agreed to support the various activities of the EWP segment for a period not to exceed eight months, which concluded during the three months ended March 31, 2023. During the three months ended March 31, 2023, the Company collected $11 million on the Purchaser's behalf pursuant to the TSA. As of March 31, 2023, the

~~investment at~~Company had no amounts due to or due from the ~~date~~Purchaser.

The Company has classified the results of ~~sale was $19 million, and we recognized a gain associated with the sale of $39 million~~its EWP segment as discontinued operations in ~~the three-month period ended March 31, 2022, within Other operating credits and charges, net, in the~~its Condensed Consolidated Statements of ~~Income.~~Income for the prior period presented. The ~~Condensed Consolidated Statements~~following table presents the financial results of ~~Income~~the EWP segment for the three months ended March 31, 2022 (dollar amounts in millions):


	Three Months Ended March 31, 2022
Net sales	$	170
Cost of sales	(129)
Gross profit	41
Selling, general, and administrative expenses	(3)


Income from operations of discontinued operations	38
Other non-operating items	—
Gain on disposal before income taxes	39
Income from discontinued operations before income taxes	77
Provision for income taxes	(15)
Income from discontinued operations, net of income taxes	$	62

The following summarizes the total cash provided by operations and ~~2021, include income~~total cash provided by investing activities related to the EWP segment and included in the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2022 (dollar amounts in millions):


Net cash provided by discontinued operating activities	$	13
Net cash provided by discontinued investing activities	$	59

Net cash provided by discontinued investing activities for the three months ended March 31, 2022, includes $59 million of proceeds from ~~these joint ventures of $5 million and $2 million, respectively.~~

~~In connection with the closing of~~ the sale of our 50% equity interest in ~~the~~two joint ventures ~~LP entered into separate agreements with Resolute to continue serving as the exclusive distributor of the engineered wood products manufactured at the two operations.~~

that produce I-joists.

NOTE 8. 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 for the three months ended March 31, ~~2022,~~2023, are provided in the following table (dollar amounts in millions):

Timber licenses1
Goodwill Developed Technology Trademarks
Beginning balance December 31, 2021 $ 31 $ 19 $ 17 $ 2
Amortization (1) — (1) —
Ending balance March 31, 2022 $ 31 $ 19 $ 16 $ 2



	Timber Licenses1		Goodwill		Developed Technology		Trademarks
Beginning balance December 31, 2022	$	28	$	19	$	15	$	2


Amortization	(1)		—		—		—
Ending balance March 31, 2023	$	27	$	19	$	15	$	2

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

NOTE 9. ~~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 as of March 31, 2022, are as follows (dollar amounts in millions):~~



~~Beginning balance December 31, 2021~~	$	4


~~Net loss attributed to noncontrolling interest~~	~~(1)~~

~~Ending balance March 31, 2022~~	$	3

~~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 from continuing operations for the three months ended March 31, 2023 and 2022, reflected an estimated annual effective tax rate of 28% and 24%, respectively, excluding discrete items

~~The tax provision for income taxes for the three months ended March 31, 2022 and 2021, reflected an estimated annual tax rate of 24% and 25%, respectively, excluding discrete items~~ discussed below. The total effective tax rate for continuing operations for the three months ended March 31, ~~2022~~2023 was ~~22%~~5%, compared to 23% for the comparable period in ~~2021.~~

2022.

We recognized a net discrete tax ~~benefit~~benefits of $5 million and $9 million in the three months ended March 31, 2023 and ~~$5 million~~2022, respectively. The discrete benefits primarily relate to excess tax benefits from stock-based compensation and inflationary adjustments.

On August 16, 2022, the Inflation Reduction Act of 2022 ("IRA") was signed into law. The IRA levies a 1% excise tax on net stock repurchases after December 31, 2022 and imposes a 15% corporate alternative minimum tax ("CAMT") for tax years beginning after December 31, 2022. The Company did not repurchase any shares during the three months ended March 31, ~~2022 and 2021, respectively, with the most significant benefit related~~2023. CAMT is not expected to ~~excess tax benefits from stock-based compensation for both periods.~~

have a material impact on our results of operations or financial position.

~~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 are granted. In addition, we offer an employee stock purchase plan to employees.

~~During the three months ended March 31, 2022, we granted awards of 135,381 restricted stock units and 88,239 performance stock units, at an average grant date fair value of $70.55 per share.~~

We recognized $7 million and $1 million in stock-based compensation expense during the three months ended March 31, 2022 and 2021, respectively. At March 31, 2022, there was $36 million of unrecognized stock-based compensation expense related to unvested performance stock units, restricted stock units, and SSARs attributable to future service.

NOTE ~~12.~~10. COMMITMENTS AND CONTINGENCIES

We maintain reserves for various contingent liabilities as follows (dollar amounts in millions):

March 31, 2022 December 31, 2021
Environmental reserves $ 24 $ 25
Other reserves — —
Total contingencies 24 25
Current portion (included in Accounts payable and accrued liabilities) (1) (1)
Long-term portion $ 23 $ 24


	March 31, 2023		December 31, 2022
Environmental reserves	$	27	$	27
Other reserves	—		—
Total contingencies	27		27
Current portion (included in Accounts payable and accrued liabilities)	(1)		(1)
Long-term portion	$	26	$	26

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.

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 effect on our financial position, results of operations, cash flows, or liquidity.

NOTE ~~13.~~11. 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~~values of our long-lived assets. If demand and pricing for our products fall to levels significantly below cycle average demand and pricing, 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 March 31, ~~2022,~~2023, 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~~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.

NOTE ~~14.~~12. 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 months ended March 31, ~~2022~~2023 and ~~2021,~~2022, is summarized in the following table (dollar amounts in millions):

Three Months Ended March 31,
2022 2021
Beginning balance $ 7 $ 8
Accrued to expense 1 —
Payments made — —
Total warranty reserves 8 8
Current portion of warranty reserves (included in Accounts payable and accrued liabilities) (2) (2)
Long-term portion of warranty reserves (included in Other long-term liabilities) $ 6 $ 6


	Three Months Ended March 31,
	2023		2022
Beginning balance	$	8	$	7
Accrued to expense	1		1


Payments made	—		—
Total warranty reserves	8		8
Current portion of warranty reserves (included in Accounts payable and accrued liabilities)	(2)		(2)
Long-term portion of warranty reserves (included in Other long-term liabilities)	$	7	$	6

We continue to monitor warranty and other claims associated with our products and believe, as of March 31, ~~2022,~~2023, 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 ~~15.~~13. DEFINED BENEFIT PENSION PLANS

The following table summarizes our net periodic pension cost for our defined benefit pension and postretirement plans during the three months ended March 31, ~~2022~~2023 and ~~2021~~2022 (dollar amounts in millions):
Three Months Ended March 31,
2022 2021
Service cost $ 1 $ —
Other components of net periodic pension cost1:
Interest cost 2 2
Expected return on plan assets (2) (3)
Amortization of prior service cost — —
Amortization of net loss 1 1
Net periodic pension cost $ 2 $ 1


	Three Months Ended March 31,
	2023		2022
Service cost	$	—	$	1
Other components of net periodic pension cost1:
Interest cost	—		2
Expected return on plan assets	—		(2)
Amortization of prior service cost	—		—
Amortization of net loss	—		1
Net periodic pension costs before loss due to settlement	—		2
Loss due to settlement	6		—
Total net periodic pension cost	$	6	$	2

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

In November 2021, the Company initiated the termination of our frozen U.S. and Canadian defined benefit pension plans ~~(the~~(collectively, the Plan), which would result in the full settlement of the Company's Plan obligations. ~~The distribution~~During the year ended December 31, 2022, the Company liquidated substantially all of the Plan assets ~~pursuant~~ to fund lump-sum distributions to participants and purchase non-participating group annuity contracts. As a result, a substantial portion of the Plan was settled during the year ended December 31, 2022. During the three months ended March 31, 2023, the Company completed the termination of the Plan resulting in recognition of non-cash, pre-tax charges of $6 million from Accumulated comprehensive loss to Other non-operating items in our Condensed Consolidated Statements of Income. Liquidation of remaining Plan assets in surplus of the defined benefit pension obligation will ~~not~~ be made ~~until~~once the Plan ~~termination~~ satisfies all regulatory requirements, which is expected to occur by the end of 2022. Plan participants will receive their full accrued benefits from Plan assets by electing either lump-sum distributions or annuity contracts with a qualifying third-party annuity provider. be completed during 2023.

The ~~Plan termination is expected to result~~changes recognized in pension settlement expense in 2022, which will be determined based on prevailing market conditions, the actual lump-sum distributions, and annuity purchase rates at the date of distribution. As a result, we are currently unable to reasonably estimate the timing or final amount of such settlement charges. Upon settlement, we expect to recognize pre-tax pension settlement charges that will include (1) a non-cash charge for the recognition of all pre-tax actuarial losses accumulated in Accumulated otherOther comprehensive loss ~~($99~~were as follows (dollar amounts in millions):

million as of March 31, 2022) and (2) any cash contributions to settle the Plan’s obligations ($8 million net projected benefit obligation as of March 31, 2022). The actual amount of the settlement charges and any potential cash contribution will depend on various factors, including interest rates, Plan asset returns, and the lump-sum election rate.


	Three Months Ended March 31,
	2023		2022
Net actuarial gain (loss) and prior service (cost) arising during the period, net of tax	$	—	$	—
Amortization of actuarial loss, prior service cost and settlements, net of tax	4		1
Total amounts recognized in Other comprehensive income	$	4	$	1

NOTE ~~16.~~14. ACCUMULATED COMPREHENSIVE LOSS

Accumulated comprehensive loss is provided in the following table for the three months ended March 31, ~~2022~~2023 and ~~2021~~2022 (dollar amounts in millions):

Pension Translation Adjustments Other Total
Balance at December 31, 2021 $ (76) $ (96) $ (1) $ (174)
Reclassified to income statement, net of taxes1
1 — — 1
Translation adjustments — 23 — 23
Balance at March 31, 2022 $ (75) $ (73) $ (1) $ (149)

Pension Translation Adjustments Other Total
Balance at December 31, 2020 $ (81) $ (68) $ (2) $ (151)
Reclassified to income statement, net of taxes1
— — — —
Translation adjustments — (7) — (7)
Balance at March 31, 2021 $ (81) $ (75) $ (2) $ (157)


	Pension		Translation Adjustments		Other		Total
Balance at December 31, 2022	$	(5)	$	(94)	$	—	$	(99)
Reclassified to income statement, net of taxes1	4		—		—		4
Translation adjustments	—		15		—		15
Balance at March 31, 2023	$	—	$	(79)	$	—	$	(80)


	Pension		Translation Adjustments		Other		Total
Balance at December 31, 2021	$	(76)	$	(96)	$	(1)	$	(174)
Reclassified to income statement, net of taxes1	1		—		—		1
Translation adjustments	—		23		—		23
Balance at March 31, 2022	$	(75)	$	(73)	$	(1)	$	(149)

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

See Note 14 above for additional details.

NOTE ~~17.~~15. OTHER OPERATING AND NON-OPERATING ITEMS

Other operating credits and charges, net

~~During the three months ended March 31, 2022, we recognized a gain of $39 million on the sale of our 50% interest in two joint ventures. See Note 7 above. In addition, we incurred severance~~Other operating credits and ~~other~~ charges, ~~of $1 million related to certain reorganizations.~~

During the three months ended March 31, 2021, we recorded a gain of $1 million related to the sale of assets previously classified as held for sale, offset by other expenses, including severance associated with certain reorganizations within the corporate office.

~~0Other non-operating items~~

~~During the three months ended March 31, 2022, we recorded realized foreign currency losses of $9 million primarily related to the strengthening~~net, is comprised of the ~~Chilean peso and Brazilian real.~~following components (dollar amounts in millions):

During the three months ended March 31, 2021, we recorded an early debt extinguishment charge of $11 million related to the redemption of our 2024 Senior Notes, offset by a foreign currency gain of $1 million.


	Three Months Ended March 31,
	2023		2022
Insurance recoveries	$	—	$	—
Reorganization charges	(2)		(1)
Environmental costs	—		—
Other	(3)		—
Other operating credits and charges, net	$	(5)	$	(1)

1716

Other non-operating items

Other non-operating items is comprised of the following components (dollar amounts in millions):


	Three Months Ended March 31,
	2023		2022










Net periodic pension cost, excluding service cost	$	—	$	(1)
Pension settlement charges	(6)		—

Foreign currency loss	(3)		(9)
Other	1		—
Other non-operating items	$	(8)	$	(10)

NOTE ~~18.~~16. SELECTED SEGMENT DATA

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

We evaluate the performance of our business segments based on ~~net~~Net sales and segment Adjusted EBITDA. Accordingly, our chief operating decision maker evaluates performance and allocates resources based primarily on ~~net~~Net sales and segment Adjusted EBITDA for our business segments. Segment Adjusted EBITDA is ~~a non-GAAP financial measure and is~~ defined as ~~income~~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, pension settlement charges, and other non-operating items.

Information about our ~~product~~business segments is as follows (dollar amounts in millions):

Three Months Ended March 31,
2022 2021
Net sales
Siding $ 332 $ 285
OSB 744 539
EWP 170 123
South America 67 53
Other 26 18
Intersegment sales (1) —
Total sales $ 1,337 $ 1,017
PROFIT BY SEGMENT
Net income $ 483 $ 320
Add (deduct):
Net loss attributed to noncontrolling interest 1 1
Income attributed to LP 484 320
Provision for income taxes 139 96
Depreciation and amortization 32 29
Stock-based compensation expense 7 1
Other operating credits and charges, net (38) —
Loss on early debt extinguishment — 11
Interest expense 3 5
Investment income (1) —
Other non-operating items 10 (1)
Adjusted EBITDA $ 636 $ 461
Siding $ 83 $ 90
OSB 505 354
EWP 38 7
South America 25 21
Other (6) (5)
Corporate (9) (6)
Adjusted EBITDA $ 636 $ 461


	Three Months Ended March 31,
	2023		2022
Net sales
Siding	$	331	$	332
OSB	189		744
South America	55		67
Other	8		26
Intersegment sales	—		(1)
Total sales	$	584	$	1,167
NET INCOME TO ADJUSTED EBITDA RECONCILIATION
Net income	$	22	$	483
Add (deduct):
Net loss (income) attributed to noncontrolling interest	(1)		1
Income from discontinued operations, net of income taxes	—		(62)
Income attributed to LP from continuing operations	21		422
Provision for income taxes	1		124
Depreciation and amortization	28		32
Stock-based compensation expense	4		6

Other operating credits and charges, net	5		1

Interest expense	3		3
Investment income	(5)		(1)
Pension settlement charges	6		—
Other non-operating items	3		10
Adjusted EBITDA	$	66	$	598

SEGMENT ADJUSTED EBITDA
Siding	$	67	$	83
OSB	5		505
South America	12		25
Other	(9)		(6)
Corporate	(9)		(9)
Total Adjusted EBITDA	$	66	$	598

NOTE ~~19.~~17. SUBSEQUENT ~~EVENT~~EVENTS

In April 2023, the Company announced the shutdown of Entekra Holdings, LLC (Entekra), an off-site framing operation previously reported within our "other" operating segment, which is expected to result in a pre-tax, non-cash charges of between $25 million and $30 million in the second quarter of 2023.

~~On November 2, 2021, LP's Board~~In May 2023, the Company acquired substantially all of ~~Directors authorized~~ the ~~Second 2021 Share Repurchase Program under which we may repurchase up to $500 million~~assets of ~~shares of our common stock. Subsequent to March 31, 2022, through May 3, 2022, we used $182 million to repurchase 2.9 million shares of LP common stock~~Wawa OSB Inc., an Ontario, Canada corporation, for $80 million. The acquisition was funded together with cash on hand and borrowings under the ~~Second 2021 Share Repurchase Program.~~

Amended Credit Facility.

1918

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. See "Cautionary Statement Regarding Forward-Looking Statements."

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, reliability, and ~~reliability.~~sustainability. Our manufacturing facilities are located in the U.S., Canada, Chile, and Brazil.

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

During 2021, we ceased Laminated Strand Lumber (LSL) production at our Houlton, Maine facility to begin the conversion of that facility to Siding Solutions (defined below) production. We continue to explore strategic alternatives with respect to the remaining EWP segment, including a possible sale in whole or in part, as previously announced.

~~During the three months ended~~In March ~~31,~~ 2022, we sold our 50% equity interest in two joint ventures that produce I-joists to Resolute ~~Forest Products Inc. (Resolute)~~ for $59 million. The joint ventures were comprised of Resolute-LP Engineered Wood Larouche Inc. in Larouche, Quebec, and Resolute-LP Engineered Wood St-Prime Limited Partnership in Saint-Prime, Quebec. ~~The total net carrying value of our equity method investment at the date of sale was $19 million. We recognized a gain on~~In August 2022, LP completed the sale of ~~$39~~the EWP segment assets to the Purchaser in exchange for the Purchaser’s payment to the Company of $217 million in gross cash proceeds. The historical results of the ~~three-month period ended March 31, 2022, within Other operating credits and charges, net,~~EWP segment are reflected in the Company’s Condensed Consolidated Financial Statements as discontinued operations. See "Note 7 – Discontinued Operations" of the Notes to the Condensed Consolidated Financial Statements included in Item 1 of ~~Income. The Condensed Consolidated Statements of Income~~this quarterly report on Form 10-Q for the three months ended March 31, 2022 and 2021 include income from these joint ventures of $5 million and $2 million, respectively. In connection with the closing of the sale of our equity interest in the joint ventures, LP entered into separate agreements with Resolute to continue serving as the exclusive distributor of the engineered wood products manufactured at the two operations.

additional information.

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 has been characterized by significant cyclicality. The U.S. ~~Department of~~ Census Bureau reported on April ~~19, 2022,~~18, 2023, that actual ~~single~~single-family housing starts were ~~3% higher~~29% lower for the three months ended March 31, ~~2022,~~2023, as compared to the same period in ~~2021.~~2022. Actual multi-family housing starts for the three months ended March 31, 2023 were about 5% higher as compared to the same period in 2022. Repair and remodeling activity is difficult to reasonably measure, but many indications ~~including the increase in LP’s retail sales,~~ suggest that repair and remodeling activity is continuing to ~~grow.~~show resiliency.

~~Although housing market demand has recently been very strong, future~~Future economic conditions in the United States and the demand for homes ~~remain~~are uncertain due to ~~continuing COVID-19-related disruptions, government directives, actions and economic relief efforts related thereto, and the impact of these actions~~inflationary impacts on the economy, including interest rates, 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,~~challenges, which ~~will be a challenge for LP as~~ we continue to address as we 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 Siding

Siding Solutions is a specialty building material and is subject to competition from various siding technologies, including vinyl, stucco, wood, fiber cement, brick, and others. We believe we are the largest manufacturer in the engineered wood siding market. We have consistently grown our Siding Solutions above the underlying market growth rates. Siding Solutions is generally less sensitive to new housing market cyclicality since demand comes from other markets, including sheds and repair and remodel. Our growth in this market depends upon the continued displacement of vinyl, wood, fiber cement, stucco, bricks, and other alternatives, our product innovation and our technological expertise in wood and wood composites to address the needs of our customers.

2019

Supply and Demand for OSB

OSB is a commodity product, and it is subject to competition from manufacturers worldwide. Product supply is influenced primarily by fluctuations in available manufacturing capacity and imports. The ratio of overall OSB demand to capacity generally drives price. ~~We experienced increased demand for commodity OSB during~~During the three months ended March 31, ~~2022; however, we~~2023, OSB commodity prices have fallen with the decline in market demand for OSB commodity product. 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” section and our “Risk Factors” section contained in our ~~2021~~2022 Annual Report on Form 10-K, and to the “Cautionary Statement Regarding Forward-Looking Statements” section in this quarterly report on Form 10-Q.

Critical Accounting Policies and Significant Estimates

Note 1 of the Notes to the Condensed Consolidated Financial Statements included in our ~~2021~~2022 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~~There have been no changes in the application of principles, methods, and assumptions used to determine our significant estimates since December 31, 2021, we may be required to revise certain accounting estimates and judgments related to the economic and business impact of the COVID-19 pandemic or the invasion of Ukraine by Russia, 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.

2022.

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~~Income attributed to LP from continuing operations before interest expense, provision for income taxes, depreciation and amortization, and ~~exclude~~excluding stock-based compensation expense, loss on impairment attributed to LP, product-line discontinuance charges, other operating credits and charges, net, loss on early debt extinguishment, investment income, pension settlement charges, and other non-operating items as Adjusted EBITDA from continuing operations (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~~Income attributed to LP from continuing operations, 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 pension settlement charges, and adjusting for a normalized tax rate, as Adjusted Income from continuing operations (Adjusted Income). We also disclose Adjusted Diluted EPS from continuing operations (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 these measures should allow interested persons to more readily compare the earnings for past and future periods.

Adjusted EBITDA, Adjusted Income, and Adjusted Diluted EPS are not substitutes for the U.S. GAAP measures of ~~net~~Net income, Income attributed to LP from continuing operations, and ~~net~~Net income attributed to LP from continuing operations per diluted share 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 operation of our business.

The following table reconciles Net income to Adjusted EBITDA (dollar amounts in millions):


		Three Months Ended March 31,				Three Months Ended March 31,
		2022		2021				2023		2022
Net income	Net income	$	483	$	320		Net income	$	22	$	483
Add (deduct):	Add (deduct):						Add (deduct):
Net loss attributed to noncontrolling interest		1		1
Income attributed to LP		484		320
Net (income) loss attributed to noncontrolling interest							Net (income) loss attributed to noncontrolling interest	(1)		1
Income from discontinued operations, net of income taxes							Income from discontinued operations, net of income taxes	—		(62)
Income attributed to LP from continuing operations							Income attributed to LP from continuing operations	21		422
Provision for income taxes	Provision for income taxes	139		96			Provision for income taxes	1		124
Depreciation and amortization	Depreciation and amortization	32		29			Depreciation and amortization	28		32
Stock-based compensation expense	Stock-based compensation expense	7		1			Stock-based compensation expense	4		6

Other operating credits and charges, net	Other operating credits and charges, net	(38)		—			Other operating credits and charges, net	5		1
Loss on early debt extinguishment		—		11

Interest expense	Interest expense	3		5			Interest expense	3		3
Investment income	Investment income	(1)		—			Investment income	(5)		(1)
Pension settlement charges							Pension settlement charges	6		—
Other non-operating items	Other non-operating items	10		(1)			Other non-operating items	3		10
Adjusted EBITDA	Adjusted EBITDA	$	636	$	461		Adjusted EBITDA	$	66	$	598

SEGMENT ADJUSTED EBITDA							SEGMENT ADJUSTED EBITDA
Siding	Siding	$	83	$	90		Siding	$	67	$	83
OSB	OSB	505		354			OSB	5		505
EWP		38		7
South America	South America	25		21			South America	12		25
Other	Other	(6)		(5)			Other	(9)		(6)
Corporate	Corporate	(9)		(6)			Corporate	(9)		(9)
Adjusted EBITDA		$	636	$	461
Total Adjusted EBITDA							Total Adjusted EBITDA	$	66	$	598

2221

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

Three Months Ended March 31,
2022 2021
Net income $ 483 $ 320
Add (deduct):
Net loss attributed to noncontrolling interest 1 1
Income attributed to LP 484 320
Other operating credits and charges, net (38) —
Loss on early debt extinguishment — 11
Reported tax provision 139 96
Adjusted income before tax 585 427
Normalized tax provision at 25% (146) (107)
Adjusted Income $ 439 $ 320
Diluted shares outstanding 86 107
Diluted net income per share attributed to LP $ 5.60 $ 3.00
Adjusted Diluted EPS $ 5.08 $ 3.01


	Three Months Ended March 31,
	2023		2022
Net income attributed to LP from continuing operations per share - diluted	$	0.29	$	4.89

Net income	$	22	$	483
Add (deduct):
Net (income) loss attributed to noncontrolling interest	(1)		1
Income from discontinued operations, net of income taxes	—		(62)
Income attributed to LP from continuing operations	21		422

Other operating credits and charges, net	5		1

Pension settlement charges	6		—
Reported tax provision	1		124
Adjusted income before tax	33		547
Normalized tax provision at 25%	(8)		(137)
Adjusted Income	$	25	$	411
Diluted shares outstanding	72		86
Adjusted Diluted EPS	$	0.34	$	4.75

Key Performance Indicators

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.~~

Census Bureau.

The following tables set forth: (1) 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, ashousing starts data presented by us ~~our housing start data~~ may not be comparable to similarly-titled indicators reported by other companies.

Three Months Ended March 31,
2022 2021
Housing starts1:
Single-Family 265 256
Multi-Family 130 106
395 362


(thousands of units)	Three Months Ended March 31,
	2023	2022
Housing starts1:
Single-Family	191	267
Multi-Family	129	123
	320	390


1 Actual U.S. ~~Housing~~housing starts data reported by the U.S. Census Bureau as published through April ~~19, 2022.~~18, 2023.

We monitor sales volumes for our products in our Siding, OSB and ~~EWP~~South America 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 sales volumes for the three months ended March 31, ~~2022~~2023 and ~~2021:~~2022:

Three Months Ended March 31, 2022 Three Months Ended March 31, 2021
Sales Volume Siding OSB EWP South America Total Siding OSB EWP South America Total
Siding Solutions (MMSF) 421 — — 8 429 406 — — 14 420
OSB - commodity (MMSF) — 437 — 437 — 456 — 456
OSB - Structural Solutions (MMSF) — 525 — 150 675 — 402 — 147 549
I-Joist (MMLF) — — 30 30 — — 30 30
LVL (MCF) — — 1,807 1,807 — — 1,911 1,911
LSL (MCF) — — — — — — 441 441


	Three Months Ended March 31, 2023				Three Months Ended March 31, 2022
Sales Volume	Siding	OSB	South America	Total	Siding	OSB	South America	Total
Siding Solutions (MMSF)	383	—	11	394	421	—	8	429
OSB - commodity (MMSF)	—	382	—	382	—	437	—	437
OSB - Structural Solutions (MMSF)	—	327	127	454	—	525	150	675

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. ~~During the quarter ended March 31, 2022, we modified our~~It should be noted that other companies may present OEE ~~measure~~differently, and therefore, as presented by us, OEE may not be comparable to use a best in LP class target across all sites. This modification will allow us to optimize capital investments, focus maintenance and reliability improvements, and improve overall equipment efficiency. All previously-reported periods have been adjusted accordingly.similarly titled measures reported by other companies. OEE for the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, for each of our segments is listed below:

Three Months Ended March 31,
2022 2021
Siding 76 % 74 %
OSB 73 % 73 %
EWP 87 % 91 %
South America 74 % 70 %


	Three Months Ended March 31,
	2023		2022
Siding	76	%	76	%
OSB	76	%	73	%
South America	76	%	74	%

Results of Operations

Our results of operations ~~are separately discussed below~~ for each of our segments are discussed below, as ~~well as~~are the results of operations for the ~~“Other”~~“other” category, which comprises other products that are not individually significant. See Note 1816 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®TM (collectively referred to as Siding Solutions).

Segment Net sales ~~Adjusted EBITDA,~~ and Adjusted EBITDA ~~margin~~ for this segment were as follows (dollar amounts in millions):


		Three Months Ended March 31,								Three Months Ended March 31,
		2022			2021			Change				2023		2022		% Change
Net sales	Net sales	$	332		$	285		16	%		Net sales	$	331	$	332	—	%
Adjusted EBITDA	Adjusted EBITDA	83			90			(8)	%		Adjusted EBITDA	67		83		(18)	%
Adjusted EBITDA margin		25		%	32		%

~~Sales~~Net sales in this segment by product line were as follows (dollar amounts in millions):


		Three Months Ended March 31,						Three Months Ended March 31,
		2022		2021		Change				2023		2022		% Change
Siding Solutions	Siding Solutions	$	330	$	282	17	%		Siding Solutions	$	329	$	330	—	%
Other	Other	2		3		(35)	%		Other	2		2		7	%
Total	Total	$	332	$	285	16	%		Total	$	331	$	332	—	%

Percent changes in average net sales ~~prices~~price and unit shipments were as follows:


	Three Months Ended March 31, 2023 versus 2022
	Average Net Selling Price		Unit Shipments
Siding Solutions	10	%	(9)	%

The combined effects of list price increases and customer mix shifts drove year-over-year increases in the average net selling price for the three months ended March 31, ~~2022,~~2023. The volume decrease for the three months ended March 31, 2023 was driven by a challenging new home construction market and elevated levels of channel inventory compared to the ~~corresponding period in 2021, were as follows:~~prior period.

Three Months Ended March 31,
2022 versus 2021
Average Net
Selling Price Unit
Shipments
Siding Solutions 12 % 4 %

Siding Solutions price increases and higher sales of innovative products drove increases in both average net selling price and sales volume, resulting in 17% growth in Siding Solutions net sales. The decrease in Adjusted EBITDA decreased year-over-year by $15 million in the first quarter of ~~$7 million reflects price~~2023 due to lower volume and ~~volume growth offset by $26~~$17 million of raw material, freight and ~~freight cost~~labor inflation, ~~and $12 million of discretionary investments~~partially offset by an increase in ~~support of future growth, including Houlton start up and~~the average net sales ~~and marketing costs.~~

price.

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 NovaCore™ Thermal Insulated Sheathing, LP® FlameBlock® Fire-Rated ~~Sheathing)~~Sheathing and LP® TopNotch® ~~Sub-Flooring.~~Sub-Flooring). OSB is manufactured using wood strands arranged in layers and bonded with resins.

Segment Net sales ~~Adjusted EBITDA,~~ and Adjusted EBITDA ~~Margin~~ for this segment were as follows (dollar amounts in millions):


		Three Months Ended March 31,								Three Months Ended March 31,
		2022			2021			Change				2023		2022		% Change
Net sales	Net sales	$	744		$	539		38	%		Net sales	$	189	$	744	(75)	%
Adjusted EBITDA	Adjusted EBITDA	505			354			43	%		Adjusted EBITDA	5		505		(99)	%
Adjusted EBITDA margin		68		%	66		%

~~Sales~~Net sales in this segment by product line were as follows (dollar amounts in millions):


		Three Months Ended March 31,						Three Months Ended March 31,
		2022		2021		Change				2023		2022		% Change
OSB - Structural Solutions	OSB - Structural Solutions	$	406	$	254	60	%		OSB - Structural Solutions	$	112	$	406	(72)	%
OSB - commodity	OSB - commodity	334		282		18	%		OSB - commodity	75		334		(78)	%
Other	Other	4		3		24	%		Other	2		4		(35)	%
Total	Total	$	744	$	539	38	%		Total	$	189	$	744	(75)	%

Percent changes in average net sales ~~prices~~price and unit shipments were as follows:


	Three Months Ended March 31, 2023 versus 2022
	Average Net Selling Price		Unit Shipments
OSB - Structural Solutions	(56)	%	(38)	%
OSB - commodity	(74)	%	(13)	%

The year-over-year net sales decrease of $555 million for the three months ended March 31, ~~2022, compared to the corresponding period~~2023 reflects a $470 million decrease in ~~2021, were as follows:~~

Three Months Ended March 31,
2022 versus 2021
Average Net
Selling Price Unit
Shipments
OSB - Structural Solutions 22 % 31 %
OSB - Commodity 24 % (4) %

OSB ~~average net selling~~ prices, ~~increased year-over-year by 23% and OSB~~a $51 million decrease in sales volume ~~increased~~from production curtailments, and a $27 million decrease related in production volume from the conversion of the Sagola mill to Siding production.

The year-over-year ~~by 12%, resulting in 38% net sales growth. The increase~~decrease in Adjusted EBITDA of ~~$151~~$500 million ~~reflects $130 million from higher prices and $42 million from higher sales volumes (primarily Structural Solutions), and $20 million of increased raw material costs.~~

~~EWP~~

~~The EWP segment is comprised of LP~~® ~~SolidStart~~® I-Joist (I-Joist), Laminated Veneer Lumber (LVL) and other related products. This segment also includes the sales of plywood produced as an ancillary product of the LVL production process and I-Joist products produced by the joint ventures, in which LP sold its equity stake during the three months ended March 31, 2022.

~~During 2021, LP ceased production of Laminated Strand Lumber (LSL) at the Houlton, Maine facility to begin the conversion of that facility to Siding Solutions production.~~

~~Segment sales, Adjusted EBITDA, and Adjusted EBITDA margin for this segment were as follows(dollar amounts in millions):~~
Three Months Ended March 31,
2022 2021 Change
Net sales $ 170 $ 123 38 %
Adjusted EBITDA 38 7 408 %
Adjusted EBITDA margin 22 % 6 %

~~Sales in this segment by product line were as follows(dollar amounts in millions):~~

Three Months Ended March 31,
2022 2021 Change
I-Joist $ 79 $ 48 64 %
LVL 65 43 50 %
LSL — 8 (100) %
Other, including plywood and related products 25 23 9 %
Total $ 170 $ 123 38 %

~~Percent changes in average sales prices and unit shipments~~ for the three months ended March 31, ~~2022, compared to the corresponding period in 2021, were as follows:~~
Three Months Ended March 31,
2022 versus 2021
Average Net
Selling Price Unit
Shipments
I-Joist 63 % — %
LVL 59 % (5) %

~~Net~~2023 reflects lower OSB prices and sales ~~for EWP~~volume (as described above) and increased ~~year-over-year primarily due to price increases in response to significantly higher input costs, partially offset by the discontinuation~~raw material and wage inflation of ~~LSL production. Resulting increases in Adjusted EBITDA reflect the net effect of these price and cost increases.~~

$7 million.

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, ~~Columbia,~~Colombia, Argentina, and Paraguay.

Segment Net sales ~~Adjusted EBITDA,~~ and Adjusted EBITDA ~~margin~~ for this segment were as follows (dollar amounts in millions):

Three Months Ended March 31,
2022 2021 Change
Net sales $ 67 $ 53 26 %
Adjusted EBITDA 25 21 23 %
Adjusted EBITDA margin 38 % 39 %


	Three Months Ended March 31,
	2023		2022		% Change
Net sales	$	55	$	67	(17)	%
Adjusted EBITDA	12		25		(53)	%

~~Sales~~Net sales in this segment by product ~~line~~ were as follows (dollar amounts in millions):


		Three Months Ended March 31,						Three Months Ended March 31,
		2022		2021		Change				2023		2022		% Change
OSB - Structural Solutions	OSB - Structural Solutions	$	58	$	41	43	%		OSB - Structural Solutions	$	46	$	58	(20)	%
Siding	Siding	6		9		(35)	%		Siding	8		6		36	%
Other	Other	2		3		(19)	%		Other	1		2		(64)	%
Total	Total	$	67	$	53	26	%		Total	$	55	$	67	(17)	%

Percent changes in average Net sales ~~prices~~price and unit shipments were as follows:


	Three Months Ended March 31, 2023 versus 2022
	Average Net Selling Price		Unit Shipments
OSB - Structural Solutions	(6)	%	(15)	%
Siding	(4)	%	42	%

South America net sales decreased year-over-year by $13 million, or 17%, for the three months ended March 31, ~~2022, compared to the corresponding period~~2023, predominantly driven by lower OSB sales volumes and pricing.

The year-over-year decrease in ~~2021, were as follows:~~

Three Months Ended March 31,
2022 versus 2021
Average Net
Selling Price Unit
Shipments
OSB - Structural Solutions 40 % 2 %
Siding 10 % (42) %

~~Net sales in South America increased year-over-year predominantly due to higher OSB and siding prices. Increased~~ Adjusted EBITDA of $13 million for the three months ended March 31, 2023 reflects ~~the effect of these price increases, partially offset by~~lower sales volumes and pricing as well as higher ~~costs of~~ raw ~~materials.~~material costs.

Other ~~Products~~

Our ~~Other~~other products segment includes off-site framing operation Entekra Holdings LLC ~~("Entekra")~~(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~~$8 million for the three months ended March 31, ~~2022,~~2023, as compared to ~~$18~~$26 million for the corresponding period in ~~2021. These increases are~~2022. The decrease in Other net sales for the three months ended March 31, 2023 was primarily due to ~~increases in~~lower Entekra sales volumes.

Adjusted EBITDA was ~~$(6)~~$(9) million for the three months ended March 31, ~~2022,~~2023, as compared to ~~$(5)~~$(6) million for the corresponding period in ~~2021.~~

2022.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses were ~~$65~~$66 million for the three months ended March 31, ~~2022,~~2023, compared to ~~$48~~$62 million for the corresponding period in ~~2021.~~2022. The increase in ~~2022 is~~2023 was due to increased labor, travel, and sales and marketing, ~~and corporate overhead primarily driven~~partially offset by ~~the reduction of restrictions related to the COVID-19 pandemic, and~~ costs associated with stock ~~compensation and performance incentives.~~

compensation.

Income Taxes

We recognized an estimated tax provision from continuing operations of ~~$139~~$1 million and $124 million in the three months ended March 31, 2023, and 2022, respectively. The total effective tax rate for continuing operations for the three months ended March 31, 2023 and 2022 ~~compared to $96 million for the corresponding period of 2021.~~was 5% and 23%, respectively. 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 ~~2022 and 2021,~~2023 the primary differences between the U.S. statutory rate of 21% and the effective rate ~~relate~~relates to benefits from stock-based compensation and inflationary adjustments, partially offset by expenses from state taxes and executive compensation deduction limitations. For 2022, the primary difference between the U.S. statutory rate of 21% and the effective rate relates to state income tax.

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 ~~2021~~2022 Annual Report on Form 10-K and Note 1210 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 assess our liquidity in terms of our ability to generate cash to fund our short- and long-term cash requirements. As such, we project our anticipated cash requirements as well as cash flows generated from operating activities to meet those needs. We anticipate long-term cash uses may also include strategic acquisitions. On a long-term basis, we will continue to rely on our credit facility for any long-term funding not provided by operating cash flows. 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 effecting any such repurchases may be changed, at any time, or from time to time, without prior notice.

We expect to fund our capital expenditures over at least the next 12 months through cash on hand, cash generated from operations, and available borrowing under our Amended Credit Facility, as necessary.

Operating Activities

During the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, cash provided by operations was ~~$425~~$(119) million and ~~$314~~$425 million, respectively. The ~~improvement~~decrease in cash provided by operations ~~for the period ended March 31, 2022,~~ was primarily related ~~to increases in OSB commodity pricing~~a lower income from operations and ~~revenue growth in Siding Solutions.~~

timing of cash paid for income taxes.

Investing Activities

During the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, cash used in investing activities was ~~$33~~$113 million and ~~$32~~$33 million, respectively. During the three months ended March 31, 2022, we received $59 million in proceeds from the sale of our 50% equity interest in two joint ventures.

Capital expenditures for the three months ended March 31, 2023 and 2022, ~~and 2021,~~ were ~~$92~~$114 million and ~~$34~~$92 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.~~

Financing Activities

During the three months ended March 31, 2023, cash used in financing activities was $27 million. We paid cash dividends of $17 million and used $10 million to repurchase stock from employees in connection with income tax withholding requirements associated with our employee stock-based compensation plans.

During the three months ended March 31, 2022, cash used in financing activities was $137 million. On November 2, 2021, LP's Board of Directors authorized a share repurchase plan under which LP was authorized to repurchase shares of LP's common stock totaling up to $500 million (the Second 2021 Share Repurchase Program). During the three months ended March 31, 2022, we used $104 million to repurchase shares of LP common stock under the ~~Second~~share repurchase program authorized by LP's Board of Directors in November 2021 ~~Share Repurchase Program,~~for the repurchase of up to $500 million shares of LP common stock and we paid cash dividends of $19 million. Additionally, we used $15 million to repurchase stock from employees in connection with income tax withholding requirements associated with our employee stock-based compensation plans.

During the three months ended March 31, 2021, cash used in financing activities was $158 million. During the three months ended March 31, 2021, we used $122 million to repurchase shares of LP common stock under the 2020 Share Repurchase Program, and we paid cash dividends of $17 million. Additionally, in March 2021, we issued $350 million aggregate principal amount of the 2029 Senior Notes and, 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 up 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 these aforementioned financing

activities, we paid $13 million in redemption premiums and debt issuance costs. 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.

Credit Facility and Letter of Credit Facility

In ~~June 2021 and August 2021, we~~November 2022, LP entered into the ~~third and fourth amendments to our revolving credit facility, dated as of June 27, 2019 (Credit Facility),~~Credit Agreement with American AgCredit, PCA, as administrative agent and sole lead arranger, and CoBank, ACB, as letter of credit issuer, ~~(as amended,~~relating to the Amended Credit ~~Facility).~~Facility. The ~~Amended~~ Credit ~~Facility~~Agreement provides for a revolving credit facility in the principal amount of up to $550 million, with a $60 million sub-limit for letters of credit. The ~~Amended~~ Credit ~~Facility,~~Agreement, and all loans thereunder, become due on ~~June 8, 2027.~~November 29, 2028. As of March 31, ~~2022,~~2023, we had no amounts outstanding under the Amended Credit Facility.

As of May 3, 2023, the outstanding amount under the Amended Credit Facility was $45 million.

The ~~Amended~~ Credit ~~Facility~~Agreement contains various restrictive covenants and customary events of ~~default,~~default. The breach of restrictive covenants or the occurrence of ~~which~~any other event of default under the Credit Agreement could result in the acceleration of our obligation to repay the indebtedness outstanding thereunder. The ~~Amended~~ Credit ~~Facility~~Agreement also contains financial covenants that require us and our consolidated subsidiaries to have, as of the end of each quarter, a capitalization ratio (i.e., funded debt less unrestricted cash to total capitalization) of no more than 57.5%. As of March 31, ~~2022,~~2023, we were in compliance with all financial covenants under the ~~Amended~~ Credit ~~Facility.~~

Agreement.

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~~provides for 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,~~Agreement, including the capitalization ratio covenant. As of March 31, ~~2022,~~2023, we were in compliance with all ~~financial~~ covenants under the Letter of Credit Facility.

Other Liquidity Matters

Off-Balance Sheet Arrangements

As of March 31, ~~2022,~~2023, we had standby letters of credit of $13 million outstanding related to collateral for environmental impact on owned properties, a deposit for a forestry license, and insurance collateral, including workers' compensation.

Potential Impairments

We review the carrying values of our ~~mill and investment~~long-lived assets for potential impairments ~~at least annually~~ and believe we have adequate support for the carrying ~~value~~values of our long-lived assets as of March 31, ~~2022.~~

2023. In April 2023, we announced the shutdown of Entekra. We expect this to result in a pre-tax, non-cash impairment charge of between $25 million and $30 million in the second quarter of 2023.

If demand and pricing for our products ~~are~~fall to levels significantly below cycle average demand and pricing, 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,~~mills, it is possible that future impairment charges will be required. As of March 31, ~~2022,~~2023, there were no indications of impairment.

We also review from time to time ~~possible~~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~~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.

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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, the 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. There have been no material changes to the assumed production capacity and annual average price sensitivity previously disclosed under the caption “Item 3:7A. Quantitative and Qualitative Disclosures about Market ~~Risk)”~~Risk” in our ~~2021~~2022 Annual Report on Form 10-K.

We are exposed to market risk associated with changes in interest rates on our variable rate long-term debt. As of March 31, ~~2022,~~2023, 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 March 31, ~~2022,~~2023, our Chief Executive Officer and Chief Financial Officer carried out, with the participation of 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 March 31, ~~2022,~~2023, 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 March 31, ~~2022,~~2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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 ~~12 to~~10 of 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” inof the Company’s ~~2021~~2022 Annual Report on Form 10-K. Except as set forth below, there were no material changes to the risk factors previously disclosed under the caption "Item 1A. Risk Factors" in Part I of our ~~2021~~2022 Annual Report on Form ~~10-K:~~10-K.

Our cash, cash equivalents and investments could be adversely affected if the financial institutions in which we hold our cash, cash equivalents and investments fail.

~~The impact~~We regularly maintain cash balances at third-party financial institutions in excess of the ~~Russian invasion~~Federal Deposit Insurance Corporation (the “FDIC”) insurance limit. The FDIC took control and was appointed receiver of ~~Ukraine~~Silicon Valley Bank and New York Signature Bank on March 10, 2023 and March 12, 2023, respectively. The Company does not have any direct exposure to Silicon Valley Bank or New York Signature Bank. However, if other banks and financial institutions enter receivership or become insolvent in the ~~global economy, energy supplies~~future in response to financial conditions affecting the banking system and ~~raw materials is uncertain, but~~financial markets, our ability to access our existing cash, cash equivalents and investments may ~~prove to negatively impact our business~~be threatened and ~~operations.~~

~~The short and long-term implications of Russia’s invasion of Ukraine are difficult to predict at this time. We continue to monitor any~~could have a material adverse ~~impact that the outbreak of war in Ukraine and the subsequent institution of sanctions against Russia by the United States and several European and Asian countries may have~~effect on the global economy in general, on our business and operations and on the businesses and operations of our suppliers and customers. For example, a prolonged conflict may result in increased inflation, escalating energy prices and constrained availability, and thus increasing costs, of raw materials. We will continue to monitor this fluid situation and develop contingency plans as necessary to address any disruptions to our business operations as they develop. To the extent the war in Ukraine may adversely affect our business as discussed above, it may also have the effect of heightening many of the other risks described in "Item 1A. Risk Factors" of our 2021 Annual Report on Form 10-K, such as those relating to data security, supply chain, volatility in prices of materials, and market conditions, any of which could negatively affect our business and financial condition.

The risks as described in our ~~2021~~2022 Annual Report on Form 10-K, as supplemented above, 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.

3331

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On ~~November 2, 2021,~~May 3, 2022, LP's Board of Directors authorized a share repurchase program under which LP was authorized to repurchase shares of its common stock totaling up to $600 million (the 2022 Share Repurchase Program). No purchases were made under the ~~Second 2021~~2022 Share Repurchase Program during the first quarter of 2023. As of March 31, 2023, LP had repurchased common stock totaling $400 million under the 2022 Share Repurchase Program. LP may initiate, discontinue, or resume purchases of its common stock under the ~~Second 2021~~2022 Share Repurchase Program ~~and may make additional repurchases of common stock,~~ in the open market, in block, ~~transactions~~ and in ~~privately-negotiated~~privately negotiated transactions, including under Rule 10b5-1 plans, at times and in such amounts as management deems appropriate without prior notice, subject to market and business conditions, regulatory requirements, and other factors.

~~The following amount of our common stock was repurchased under this authorization during the quarter ended March 31, 2022:~~

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 Available for Repurchase Under the Plans or Programs
(in millions) end
January 1, 2022 - January 31, 2022 — $ — — $ 500
February 1, 2022 - February 28, 2022 — $ — — $ 500
March 1, 2022 - March 31-2022 1,531,738 $ 67.84 1,531,738 $ 396
Total for First Quarter 2022 1,531,738 1,531,738

1On November 2, 2021, LP's Board of Directors authorized the Second 2021 Share Repurchase Program under which LP may repurchase shares of its common stock totaling up to $500 million. As of March 31, 2022, LP had used $104 million under the Second 2021 Share Repurchase Program.

3432

ITEM 6. ~~EXHIBITS.~~EXHIBITS


~~10.1~~2.1			~~Form~~Asset Purchase Agreement, dated as of Restricted Stock Unit Award Agreement with retirement provisions under the 2013 Omnibus Stock Award Plan.*

~~10.2~~			~~Form of~~June 21, 2022, Performance Shares Award Agreement under the 2013 Omnibus Stock Award Plan.*

~~10.3~~			~~2022 Omnibus Stock Award Plan.~~by and among Louisiana-Pacific Corporation, Louisiana-Pacific Canada LTD, Pacific Woodtech Corporation and Pacific Woodtech Canada Holdings Limited. Incorporated herein by reference to ~~Annex A~~Exhibit 2.1 to ~~LP's Definitive Proxy Statement~~LP’s Current Report on ~~Schedule 14A,~~Form 8-K filed on ~~March 18,~~June 22, 2022.***

~~10.4~~			Form of Restricted Stock Unit Award Agreement with retirement provisions under the 2022 Omnibus Stock Award Plan.*10.1

~~10.5~~			Form of Restricted Stock Unit Award Agreement for directors under the 2022 Omnibus Stock Award Plan.* Incorporated herein by reference hereto to Exhibit 10.22 to LP’s Annual Report on Form 10-K for the year ended December 31, 2022.

10.2			Form of Restricted Stock Unit Award Agreement under the 2022 Omnibus Stock Award Plan. Incorporated herein by reference hereto to Exhibit 10.23 to LP’s Annual Report on Form 10-K for the year ended December 31, 2022.

~~10.6~~10.3			Form of Performance Shares Award Agreement under the 2022 Omnibus Stock Award Plan.* Incorporated herein by reference hereto to Exhibit 10.24 to LP’s Annual Report on Form 10-K for the year ended December 31, 2022.


~~10.7~~			~~First Amendment to Louisiana-Pacific 2019 Employee Stock Purchase Plan.~~

~~10.8~~			~~Amended and Restated Louisiana-Pacific Corporation Non-Employee Director Compensation Plan.~~


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.

*** Disclosure schedules and certain exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Asset Purchase Agreement as filed identifies such schedules and exhibits, including the general nature of their contents. Louisiana-Pacific Corporation will furnish a copy of any omitted attachment to the Securities and Exchange Commission on a confidential basis upon request.

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:	May 3, ~~2022~~2023	BY:	/S/ W. BRADLEY SOUTHERN
			W. Bradley Southern
			Chief Executive Officer

Date:	May 3, ~~2022~~2023	BY:	/S/ ALAN J.M. HAUGHIE
			Alan J.M. Haughie
			Executive Vice President and
			Chief Financial Officer


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 Available for Repurchase Under the Plans or Programs (in millions) end
January 1, 2022 - January 31, 2022	—	$	—	—	$	500
February 1, 2022 - February 28, 2022	—	$	—	—	$	500
March 1, 2022 - March 31-2022	1,531,738	$	67.84	1,531,738	$	396
Total for First Quarter 2022	1,531,738			1,531,738