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Louisiana-Pacific 10-Q 2010
Form 10-Q

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

Quarterly Report Under Section 13 or 15(d)

of the Securities Exchange Act of 1934

For Quarterly Period Ended March 31, 2010

Commission File Number 1-7107

 

 

LOUISIANA-PACIFIC CORPORATION

(Exact name of registrant as specified in its charter)

 

DELAWARE   93-0609074

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

414 Union Street, Nashville, TN 37219

(Address of principal executive offices) (Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filers” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Smaller reporting company ¨   Large accelerated filer ¨   Accelerated filer x   Non-accelerated filer ¨

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 126,807,672 shares of Common Stock, $1 par value, outstanding as of May 7, 2010.

Except as otherwise specified and unless the context otherwise requires, references to “LP”, the “Company”, “we”,

“us”, and “our” refer to Louisiana-Pacific Corporation and its subsidiaries.

 

 

 


ABOUT FORWARD-LOOKING STATEMENTS

Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 provide a “safe harbor” for forward-looking statements to encourage companies to provide prospective information about their businesses and other matters as long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed in the statements. This report contains, and other reports and documents filed by us with the Securities and Exchange Commission may contain, forward-looking statements. These statements are or will be based upon the beliefs and assumptions of, and on information available to, our management.

The following statements are or may constitute forward-looking statements: (1) statements preceded by, followed by or that include words like “may,” “will,” “could,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “potential,” “continue” or “future” or the negative or other variations thereof and (2) other statements regarding matters that are not historical facts, including without limitation, plans for product development, forecasts of future costs and expenditures, possible outcomes of legal proceedings, capacity expansion and other growth initiatives and the adequacy of reserves for loss contingencies.

Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to the following:

 

   

changes in general economic conditions;

 

   

changes in the cost and availability of capital;

 

   

changes in the level of home construction activity;

 

   

changes in competitive conditions and prices for our products;

 

   

changes in the relationship between supply of and demand for building products;

 

   

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

 

   

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

 

   

changes in other significant operating expenses;

 

   

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

 

   

prolonged illiquidity in the market for auction-rate securities held by us for investment;

 

   

changes in general and industry-specific environmental laws and regulations;

 

   

changes in tax laws, and interpretations thereof;

 

   

changes in circumstances giving rise to environmental liabilities or expenditures;

 

   

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

 

   

acts of God or public authorities, war, civil unrest, fire, floods, earthquakes and other matters beyond our control.

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

ABOUT THIRD PARTY INFORMATION

In this report, we rely on and refer to information regarding industry data obtained from market research, publicly available information, industry publications, U.S. government sources and other third parties. Although we believe the information is reliable, we cannot guarantee the accuracy or completeness of the information and have not independently verified it.

 

2


Item 1. Financial Statements.

CONSOLIDATED STATEMENTS OF INCOME

LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

(AMOUNTS IN MILLIONS EXCEPT PER SHARE AMOUNTS) (UNAUDITED)

 

     Quarter Ended
March 31,
 
     2010     2009  

Net sales

   $ 296.6      $ 205.5   
                

Operating costs and expenses:

    

Cost of sales

     268.0        205.3   

Depreciation, amortization and cost of timber harvested

     20.4        19.1   

Selling and administrative

     29.7        27.3   

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

     1.3        0.1   

Other operating credits and charges, net

     (0.1     (3.8
                

Total operating costs and expenses

     319.3        248.0   
                

Loss from operations

     (22.7     (42.5
                

Non-operating income (expense):

    

Other than temporary investment impairment

     —          (0.9

Interest expense, net of capitalized interest

     (16.8     (12.9

Investment income

     5.9        6.1   

Foreign currency gains (losses)

     1.5        2.6   

Early debt extinguishment

     —          0.6   
                

Total non-operating income (expense)

     (9.4     (4.5
                

Loss from continuing operations before taxes and equity in losses of unconsolidated affiliates

     (32.1     (47.0

Benefit for income taxes

     (10.3     (19.3

Equity in loss of unconsolidated affiliates

     0.7        2.6   
                

Loss from continuing operations

     (22.5     (30.3
                

Loss from discontinued operations before taxes

     (0.3     (0.7

Benefit for income taxes

     (0.1     (0.3
                

Loss from discontinued operations

     (0.2     (0.4
                

Net loss

     (22.7     (30.7

Less: Net loss attributed to non-controlling interest

     (0.2     (0.2
                

Net loss attributed to Louisiana-Pacific Corporation

   $ (22.5   $ (30.5
                

Net loss per share of common stock (basic and diluted):

    

Loss from continuing operations

   $ (0.18   $ (0.29

Loss from discontinued operations

     —          (0.01
                

Net loss per share

   $ (0.18   $ (0.30
                

Average shares of stock outstanding - basic and diluted

     125.9        102.8   
                

Amounts attributed to LP Corporation common shareholders

    

Loss from continuing operations, net of tax

   $ (22.3   $ (30.1

Loss from discontinued operations, net of tax

     (0.2     (0.4
                
   $ (22.5   $ (30.5
                

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

 

3


CONDENSED CONSOLIDATED BALANCE SHEETS

LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

(AMOUNTS IN MILLIONS) (UNAUDITED)

 

     March 31,
2010
    December 31,
2009
 

ASSETS

    

Cash and cash equivalents

   $ 357.4      $ 394.1   

Receivables, net of allowance for doubtful accounts of $1.3 million and $1.2 million at March 31, 2010 and December 31, 2009

     95.8        59.9   

Income tax receivable

     5.7        52.7   

Inventories

     183.4        140.4   

Prepaid expenses and other current assets

     2.2        6.2   

Deferred income taxes

     1.4        1.4   

Current portion of notes receivable from asset sales

     115.1        115.1   

Assets held for sale

     68.0        69.1   
                

Total current assets

     829.0        838.9   

Timber and timberlands

     50.1        50.6   

Property, plant and equipment, at cost

     2,077.4        2,081.1   

Accumulated depreciation

     (1,134.0     (1,116.6
                

Net property, plant and equipment

     943.4        964.5   

Notes receivable from asset sales

     533.5        533.5   

Long-term investments

     36.4        26.3   

Restricted cash

     20.9        20.8   

Investments in and advances to affiliates

     135.1        133.7   

Deferred debt costs

     12.3        13.2   

Other assets

     27.3        26.6   

Long-term deferred tax asset

     7.4        7.4   
                

Total assets

   $ 2,595.4      $ 2,615.5   
                

LIABILITIES AND EQUITY

    

Current portion of long-term debt

   $ 60.3      $ 60.3   

Current portion of limited recourse notes payable

     113.4        113.4   

Short-term notes payable

     0.4        0.4   

Accounts payable and accrued liabilities

     125.1        123.0   

Current portion of contingency reserves

     10.0        10.0   
                

Total current liabilities

     309.2        307.1   

Long-term debt, excluding current portion:

    

Limited recourse notes payable

     119.9        119.9   

Other debt

     586.3        586.4   
                

Total long-term debt, excluding current portion

     706.2        706.3   

Contingency reserves, excluding current portion

     28.5        30.8   

Other long-term liabilities

     137.1        137.2   

Deferred income taxes

     160.1        164.3   

Redeemable non-controlling interest

     20.5        21.1   

Stockholders’ equity:

    

Common stock

     139.7        139.7   

Additional paid-in capital

     559.9        562.4   

Retained earnings

     874.8        897.3   

Treasury stock

     (280.6     (286.1

Accumulated comprehensive loss

     (60.0     (64.6
                

Total stockholders’ equity

     1,233.8        1,248.7   
                

Total liabilities and stockholders’ equity

   $ 2,595.4      $ 2,615.5   
                

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

 

4


CONSOLIDATED STATEMENTS OF CASH FLOWS

LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

(AMOUNTS IN MILLIONS) (UNAUDITED)

 

     Quarter Ended
March 31,
 
     2010     2009  

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net loss

   $ (22.7   $ (30.7

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

    

Depreciation, amortization and cost of timber harvested

     20.4        19.1   

Loss from unconsolidated affiliates

     0.7        2.6   

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

     1.3        0.1   

Other operating credits and charges, net

     (0.1     0.7   

Exchange gain (loss) on remeasurement

     0.5        (5.4

Cash settlement of contingencies

     (2.4     (5.0

Pension (payments) expense, net

     2.0        1.6   

Stock-based compensation expense

     3.2        1.8   

Other than temporary impairment on investments

     —          0.9   

Other adjustments, net

     1.9        (1.0

Increase in receivables

     (36.4     (34.3

Decrease in income tax receivable

     47.1        70.6   

(Increase) decrease in inventories

     (43.6     1.2   

Decrease in prepaid expenses

     4.2        5.9   

Increase (decrease) in accounts payable and accrued liabilities

     1.0        (3.7

Decrease in deferred income taxes

     (9.2     (22.1
                

Net cash provided by (used in) operating activities

     (32.1     2.3   
                

CASH FLOWS FROM INVESTING ACTIVITIES:

    

Property, plant and equipment additions

     (1.9     (3.9

Investments and advances to joint ventures

     (2.1     (3.7

Proceeds from sale of investments

     —          19.6   

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

     (0.1     26.8   

Other investing activities, net

     0.4        0.5   
                

Net cash (used in) provided by investing activities

     (3.7     39.3   
                

CASH FLOWS FROM FINANCING ACTIVITIES:

    

Borrowings of long-term debt

     —          281.3   

Repayment of long-term debt

     —          (126.6

Payment of debt issuance fees

     —          (14.5
                

Net cash provided by financing activities

     —          140.2   
                

EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS:

     (0.9     0.4   
                

Net increase (decrease) in cash and cash equivalents

     (36.7     182.2   

Cash and cash equivalents at beginning of period

     394.1        97.7   
                

Cash and cash equivalents at end of period

   $ 357.4      $ 279.9   
                

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

 

5


CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

(AMOUNTS IN MILLIONS) (UNAUDITED)

 

                           Additional
Paid-in
Capital
    Retained
Earnings
    Accumulated
Comprehensive
Loss
    Total
Stockholders’
Equity
    Redeemable
Non  Controlling
Interest
 
     Common Stock    Treasury Stock            
     Shares    Amount    Shares     Amount            

Balance, December 31, 2009

   139.7    $ 139.7    13.1      $ (286.1   $ 562.4      $ 897.3      $ (64.6   $ 1,248.7      $ 21.1   

Net Loss

   —        —      —          —          —          (22.5     —          (22.5     (0.2

Issuance of shares for employee stock plans and other purposes and other transactions

   —        —      (0.2     5.5        (5.7     —          —          (0.2     —     

Compensation expense associated with stock awards

   —        —      —          —          3.2        —          —          3.2        —     

Other comprehensive income

   —        —      —          —          —          —          4.6        4.6        (0.4
                                                                  

Balance, March 31, 2010

   139.7    $ 139.7    12.9      $ (280.6   $ 559.9      $ 874.8      $ (60.0   $ 1,233.8      $ 20.5   
                                                                  

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

 

6


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

(AMOUNTS IN MILLIONS) (UNAUDITED)

 

     Quarter Ended
March 31,
 
     2010     2009  

Net loss

   $ (22.7   $ (30.7

Other comprehensive income (loss), net of tax

    

Foreign currency translation adjustments

     (2.5     2.9   

Unrealized gain (loss) on derivative instruments

     (0.1     (0.2

Unrealized gain (loss) on marketable securities

     6.1        0.3   

Defined benefit pension plans:

    

Amortization of prior service cost

     0.1        —     

Amortization of net loss

     0.6        0.5   
                

Other comprehensive income, net of tax

     4.2        3.5   
                

Net loss attributable to noncontrolling interest

     0.2        0.2   

Foreign currency translation adjustments attributed to non-controlling interest

     0.4        (0.4
                

Comprehensive loss

   $ (17.9   $ (27.4
                

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

 

7


NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – BASIS FOR PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments, except for other operating credits and charges, net referred to in Note 9) necessary to present fairly, in all material respects, the consolidated financial position, results of operations and cash flows of LP and its subsidiaries for the interim periods presented. Results of operations for interim periods are not necessarily indicative of results to be expected for an entire year. For those consolidated subsidiaries in which LP’s ownership interest is less than 100%, the outside shareholders’ interests are shown as non-controlling interest. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in LP’s Annual Report on Form 10-K for the year ended December 31, 2009.

NOTE 2 – STOCK-BASED COMPENSATION

At March 31, 2010, LP has stock-based employee compensation plans as described below. The total compensation expense related to all of LP’s stock-based compensation plans was $3.2 million for the quarter ended March 31, 2010 as compared to $1.8 million for the quarter ended March 31, 2009.

Stock Compensation Plans

LP grants options and stock settled stock appreciation rights (SSARs) to key employees and directors to purchase LP common stock. At March 31, 2010, 5,940,409 shares were available under the current stock award plans for stock-based awards. On exercise or issuance, LP generally issues these shares from treasury. The options and SSARs are granted at market price at the date of grant. For employees, options and SSARs become exercisable over three years and expire ten years after the date of grant. For directors, these options become exercisable in 10% increments every three months, starting three months after the date of grant, and expire ten years after the date of grant.

The following table sets out the assumptions used to estimate the fair value of the options and SSARs granted using the Black-Scholes option-pricing model in the first quarter of the respective years noted:

 

     2010     2009  

Expected stock price volatility

     59.8     49.8

Expected dividend yield

     -     -

Risk-free interest rate

     2.4     1.7

Expected life of options

     5.0 years        5.0 years   

Weighted average fair value of options and SSARs granted

   $ 3.68      $ 0.97   

 

8


NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

The following table summarizes stock options and stock settled stock appreciation rights outstanding as of March 31, 2010 as well as activity during the three month period then ended.

 

Share amounts in thousands

   Options/
SSARs
    Weighted
Average
Exercise Price
   Weighted
Average
Contractual
Term (in years)
   Aggregate
Intrinsic Value
(in millions)

Outstanding options / SSARs

          

Options / SSARs outstanding at January 1, 2010

   6,611      $ 13.99      

SSARs granted

   1,088      $ 7.00      

Options / SSARs exercised

   (67   $ 2.17      

Options /SSARs cancelled

   (15   $ 15.93      
              

Options / SSARs outstanding at March 31, 2010

   7,617      $ 13.09       $ 15.2
                        

Vested and expected to vest at March 31, 2010

   7,236      $ 13.09       $ 14.4
                        

Options / SSARs exercisable at March 31, 2010

   4,246      $ 6.47    7.49    $ 0.4
                        

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between LP’s closing stock price on the last trading day of the first quarter of 2010 and the exercise price, multiplied by the number of in-the-money options and SSARs) that would have been received by the holders had all holders exercised their awards on March 31, 2010. This amount changes based on the market value of LP’s stock as reported by the New York Stock Exchange.

In 2010, LP modified the terms of the SSAR grant for LP’s CEO to allow for vesting after termination of employment. Due to this change, LP recorded, as expense in the first quarter of 2010, the total fair value of the award as of the date of grant which was $1.0 million. This amount is included in the total expense recorded in the first quarter of 2010.

As of March 31, 2010, there was $4.7 million of total unrecognized compensation costs related to stock options and SSARs. These costs are expected to be recognized over a weighted-average period of 2.0 years. LP recorded compensation expense related to these awards in the first quarter of 2010 of $1.9 million.

Incentive Share Awards

LP has granted incentive share stock awards (restricted stock units) to selected senior executives as allowed under the current stock award plans. The awards entitle the participant to receive a specified number of shares of LP common stock at no cost to the participant. The fair value of these grants approximates the market value of the underlying shares of common stock. LP recorded compensation expense related to these awards in the first quarter of 2010 of 0.8 million. As of March 31, 2010, there was $3.2 million of total unrecognized compensation cost related to unvested incentive share awards. This expense will be recognized over a weighted-average period of 2.1 years.

In 2010, LP modified the terms of the restricted stock unit grant for LP’s CEO on February 2010 to allow for vesting after termination of employment. Due to this change, LP recorded, as expense in the first quarter of 2010, the total fair value of the award as of the date of grant which was $0.5 million which is included in the first quarter expense.

 

9


NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

The following table summarizes incentive share awards outstanding as of March 31, 2010 as well as activity during the three months then ended.

 

     Shares     Weighted
Average
Contractual
Term (in years)
   Aggregate
Intrinsic Value
(in millions)

Incentive share awards outstanding at January 1, 2010

   570,569        

Incentive shares awards granted

   392,407        

Incentive share awards vested

   (4,236     

Incentive share awards cancelled

   (565     
           

Incentive share awards outstanding at March 31, 2010

   958,175      2.13    $ 8.7
                 

Vested and expected to vest at March 31, 2010

   910,263      —      $ 8.2
                 

Incentive share awards exercisable at March 31, 2010

   —        —        —  
                 

Restricted Stock

LP grants restricted stock to certain senior employees. The shares vest three years from the date of grant. During the vesting period, the participants have voting rights and receive dividends, but the shares may not be sold, assigned, transferred, pledged or otherwise encumbered. Additionally, granted but unvested shares are generally forfeited upon termination of employment. The fair value of the restricted shares on the date of the grant is amortized ratably over the vesting period which is generally three years. As of March 31, 2010, there was $2.7 million of total unrecognized compensation costs related to restricted stock. This expense will be recognized over the next 1.9 years.

The following table summarizes the restricted stock outstanding as of March 31, 2010 as well as activity during the three months then ended.

 

     Quarter Ended March 31, 2010
     Number
of Shares
    Weighted Average
Grant Date
Fair Value

Outstanding restricted shares

    

Restricted stock awards outstanding at January 1, 2010

   665,521      $ 8.02

Restricted stock awards granted

   210,536        7.00

Restrictions lapsing

   (77,320     22.99
            

Restricted stock awards at March 31, 2010

   798,737      $ 6.30
            

LP recorded compensation expense related to these awards in the first quarter of 2010 of $0.4 million.

LP annually grants to each director restricted stock or restricted stock units. As of March 31, 2010, LP had 62,558 shares (or restricted stock units) outstanding under this program.

NOTE 3 – FAIR VALUE MEASUREMENTS

LP’s investments that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets. Level 2 refers to fair values estimated using significant other observable inputs and Level 3 includes fair values estimated using significant non-observable inputs.

 

10


NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Dollar amounts in millions

   March 31, 2010    Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
   Significant
Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)

Available for sale securities

   $ 36.4    $ —      $ —      $ 36.4

Trading securities

     2.4      2.4      —        —  
                           

Total

   $ 38.8    $ 2.4    $ —      $ 36.4
                           

Dollar amounts in millions

   December 31, 2009    Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
   Significant
Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)

Available for sale securities

   $ 26.3    $ —      $ —      $ 26.3

Trading securities

     2.3      2.3      —        —  
                           

Total

   $ 28.6    $ 2.3    $ —      $ 26.3
                           

Available for sale securities measured at fair value as of March 31, 2010 and December 31, 2009 are auction rate securities recorded in long-term investments on LP’s condensed consolidated balance sheets. Due to the lack of observable market quotations on LP’s auction rate securities (ARS) portfolio, LP evaluates the structure of its ARS holdings and current market estimates of fair value, including broker quotations and fair value estimates from issuing banks that rely on Level 3 inputs. These inputs include those that are based on expected cash flow streams and collateral values, including assessments of counterparty credit quality, default risk underlying the security, discount rates and overall capital market liquidity. The valuation of LP’s ARS investment portfolio is subject to uncertainties that are difficult to predict. Factors that may impact LP’s valuation include changes to credit ratings of the securities as well as to the underlying assets supporting those securities, rates of default of the underlying assets, underlying collateral value, discount rates, counterparty risk and ongoing strength and quality of market credit and liquidity.

Trading securities consist of rabbi trust financial assets which are recorded in other assets in LP’s consolidated balance sheets. The rabbi trust holds the assets of the Louisiana-Pacific Corporation 2004 Executive Deferred Compensation Plan (EDC), a non-qualified deferred compensation plan which allows certain management employees to defer receipt of a portion of their compensation and contribute such amounts to one or more investment funds. 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.

 

11


NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

The following table summarizes assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the periods ended March 31, 2009 and March 31, 2010.

 

Dollar amounts in millions

   Available for sale
securities
 

Balance at December 31, 2008

   $ 12.3   

Total realized/unrealized gains (losses)

  

Included in other-than-temporary investment impairment

     (0.9
        

Balance at March 31, 2009

   $ 11.4   
        

The amount of total losses for the period included in net loss attributable to the fair value of changes in assets still held at March 31, 2009

   $ (0.9
        

Balance at December 31, 2009

   $ 26.3   

Total realized/unrealized gains (losses)

  

Included in other comprehensive income

     10.1   
        

Balance at March 31, 2010

   $ 36.4   
        

The amount of total losses for the period included in net loss attributable to the fair value of changes in assets still held at March 31, 2010

   $ —     
        

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

LP estimates the senior notes maturing in 2010, included in current portion of long-term debt, to have a fair market value of $62.0 million at March 31, 2010 and $62.0 million at December 31, 2009 based upon market quotations as compared to a book value of $60.2 million at March 31, 2010 and December 31, 2009. LP estimates the senior secured notes maturing in 2017, included in Other debt, to have a fair value of $266.9 million as of March 31, 2010 and $263.3 million at December 31, 2009 as compared to a book value of $179.5 million and $178.2 million at March 31, 2010 and December 31, 2009.

During the quarter ended March 31, 2010, LP recorded an impairment charge of $1.1 million to reduce the carrying value of the assets held for sale to the estimated selling price less selling cost. The valuation of these assets was determined using level one inputs under the market approach.

 

12


NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

NOTE 4 – EARNINGS PER SHARE

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

 

     Quarter Ended
March 31,
 

Dollar and share amounts in millions, except per share amounts

   2010     2009  

Numerator:

    

Loss attributed to LP common shares:

    

Loss from continuing operations

   $ (22.3   $ (30.1

Loss from discontinued operations

     (0.2     (0.4
                

Net loss

   $ (22.5   $ (30.5
                

Denominator:

    

Basic - weighted average common shares outstanding

     125.9        102.8   

Dilutive effect of stock plans

     —          —     
                

Diluted shares outstanding

     125.9        102.8   
                

Basic earnings per share:

    

Loss from continuing operations

   $ (0.18   $ (0.29

Loss from discontinued operations

     —          (0.01
                

Net loss per share

   $ (0.18   $ (0.30
                

Stock options, stock warrants and SSARs relating to approximately 3.6 million and 24.3 million shares of LP common stock at March 31, 2010 and 2009, respectively, were considered anti-dilutive for purposes of LP’s earnings per share calculation due to LP’s loss position from continuing operations.

NOTE 5 – RECEIVABLES

Receivables consist of the following:

 

Dollar amounts in millions

   March 31, 2010     December 31, 2009  

Trade receivables

   $ 79.3      $ 47.4   

Interest receivables

     6.1        1.9   

Other receivables

     11.7        11.8   

Allowance of doubtful accounts

     (1.3     (1.2
                

Total

   $ 95.8      $ 59.9   
                

Other receivables at March 31, 2010 and December 31, 2009 primarily consist of short-term notes receivable, settlements, Canadian sales tax receivables and other items.

 

13


NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

NOTE 6 – INVENTORIES

Inventories are valued at the lower of cost or market. Inventory cost includes materials, labor and operating overhead. The LIFO (last-in, first-out) method is used for certain log inventories with remaining inventories valued at FIFO (first-in, first-out) or average cost. The major types of inventories are as follows (work in process is not material):

 

Dollar amounts in millions

   March 31, 2010     December 31, 2009  

Logs

   $ 34.1      $ 15.3   

Other raw materials

     21.7        18.6   

Finished products

     119.1        98.4   

Supplies

     9.4        9.0   

LIFO reserve

     (0.9     (0.9
                

Total

   $ 183.4      $ 140.4   
                

NOTE 7 – ASSETS HELD FOR SALE

Over the last several years, LP has adopted and implemented plans to sell selected assets in order to improve its operating results. LP is required to classify assets held for sale which are not part of a discontinued business separately on the face of the financial statements outside of “Property, plant and equipment”. As of March 31, 2010 and December 31, 2009, LP included three OSB mills and various non-operating sites in its held for sale category. The current book values of assets held for sale by category is as follows:

 

Dollars in millions

   March 31, 2010     December 31, 2009  

Property, plant and equipment, at cost:

    

Land, land improvements and logging roads, net of road amortization

   $ 15.9      $ 15.9   

Buildings

     35.7        35.7   

Machinery and equipment

     211.0        212.1   
                
     262.6        263.7   

Accumulated depreciation

     (194.6     (194.6
                

Net property, plant and equipment

   $ 68.0      $ 69.1   
                

During the quarter ended March 31, 2010, LP recorded an impairment of $1.1 million to reduce the carrying value of these assets to their estimated selling price less selling cost.

NOTE 8 – INCOME TAXES

Accounting standards require that LP account for income taxes using the asset and liability approach, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. This method also requires the recognition of future tax benefits, such as net operating loss carry forwards and other tax credits. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. Valuation allowances are recorded as necessary to reduce deferred tax assets to the amount thereof that is more likely than not to be realized. The likelihood of realizing deferred tax assets is evaluated by, among other things, estimating future taxable income to which the deferred tax assets may be applied and assessing the impact of tax planning strategies.

For interim periods, accounting standards require that income tax expense be determined by applying the estimated annual effective income tax rate to year-to-date results unless this method does not result in a reliable estimate of year-to-date income tax expense. For the first quarter of 2010, LP determined its year-to-date tax provision using the discrete or cut-off method, which allows for the application to year-to-date results of the effective income tax rate that would actually apply to such results (rather than an estimated effective annual income tax rate which was used in the first quarter of 2009). This approach is appropriate where a small change in a Company’s estimated income could produce a large change in the estimated annual effective tax rate. Each quarter the income tax accrual is adjusted to the latest estimate and the difference from the previously accrued year-to-date balance is adjusted to the current quarter.

 

14


NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

For the first quarter of 2010, the primary differences between the U.S. statutory rate of 35% and the effective rate applicable to LP’s continuing operations relate to state income taxes, the effect of foreign tax rates and discrete adjustment for state income taxes. For the first quarter of 2009, the primary differences between the U.S. statutory rate of 35% and the effective rate applicable to LP’s continuing operations relate to the Company’s foreign debt structure, state income taxes and the effect of foreign tax rates.

The components and associated estimated effective income tax rates applied to the quarter ended March 31, 2010 and 2009 are as follows:

 

      Quarter Ended March 31,  

Dollars in millions

   2010     2009  
   Tax Benefit     Tax Rate     Tax Benefit     Tax Rate  

Continuing operations

   $ (10.3   31   $ (19.3   39

Discontinued operations

     (0.1   38     (0.3   39
                    
   $ (10.4   31   $ (19.6   39
                    

LP and its domestic subsidiaries are subject to U.S. federal income tax as well as income taxes of multiple state jurisdictions. LP’s foreign subsidiaries are subject to income tax in Canada, Chile, Brazil and Peru. Federal income tax examinations for the years through 2006 have been effectively settled. LP remains subject to state and local tax examinations for the tax years 2005 through 2008. LP’s Canadian income tax returns have been audited and effectively settled through 2004.

If LP were to determine that it would not be able to realize a portion of an existing net deferred tax asset for which there is currently no valuation allowance, an adjustment to the net deferred tax asset would be charged to earnings in the period in which such determination was made. Conversely, if it were to make a determination that it is more likely than not that an existing deferred tax asset for which there is currently a valuation allowance would be realized, the related valuation allowance would be reduced and a benefit to earnings would be recorded in the period in which such determination was made.

NOTE 9 – OTHER OPERATING CREDITS AND CHARGES, NET

The major components of “Other operating credits and charges, net” in the Consolidated Statements of Income for the quarters ended March 31, 2010 and 2009 are reflected in the table below and are described in the paragraphs following the table:

 

     Quarter Ended March 31,  

Dollar amounts in millions

   2010    2009  

Severance

   $ 0.1    $ (0.5

Gain on insurance recovery

     —        4.3   
               
   $ 0.1    $ 3.8   
               

In the first quarter of 2009, LP recorded a net gain of $4.3 million associated with reimbursements of legal expenses associated with an environmental litigation and a loss $0.5 million associated with severance costs due to LP’s “right sizing” initiatives.

 

15


NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

NOTE 10 – TRANSACTIONS WITH AFFILIATES

LP has equity investments in AbitibiBowater-LP (a manufacturer of I-joist) and Canfor-LP ( a manufacturer of OSB). LP sells products and raw materials to AbitibiBowater-LP and purchases products for resale from AbitibiBowater-LP and Canfor-LP. LP eliminates profits on these sales and purchases, to the extent the inventory has not been sold through to third parties, on the basis of its 50% interest. For the quarters ended March 31, 2010 and 2009, LP sold $1.8 million and $0.9 million of products to AbitibiBowater-LP and purchased $10.8 million and $5.0 million of I-joist from AbitibiBowater-LP. LP also purchased $23.6 million and $7.0 million of OSB from Canfor-LP during the quarters ended March 31, 2010 and 2009.

NOTE 11 – LEGAL AND ENVIRONMENTAL MATTERS

Certain environmental matters and legal proceedings are discussed below.

Environmental Matters

LP is involved in a number of environmental proceedings and activities, and it may be wholly or partially responsible for known or unknown contamination existing at a number of other sites at which LP has conducted operations or disposed of wastes. Based on the information currently available, management believes that any fines, penalties or other costs or losses resulting from these matters will not have a material adverse effect on the financial position, results of operations, cash flows or liquidity of LP.

Antitrust Litigation

On December 1, 2008, LP was named as one of a number of defendants in Bailey Lumber & Supply and 84 Lumber Company v. Georgia-Pacific Corporation et. al. (Civil Action No. 1:08cv1394) filed in the United States District Court for the Southern District of Mississippi Southern Division. The plaintiffs, who opted out of a class action settlement of substantially identical claims that was implemented in 2008, seek treble damages alleged to have resulted from a conspiracy among the defendants to fix, raise, maintain and stabilize the prices at which OSB and Plywood are sold in the United States during the period of 2002 into 2006, in violation of Section 1 of the Sherman Act, 15 U.S.C. §1, together with costs and attorneys’ fees. LP believes these allegations are without merit and intends to vigorously defend this suit.

Although the complaint in this opt-out case does not specify the amount of damages sought, a damages model subsequently filed by the plaintiffs suggests that they may be seeking damages in a range from $149 million to $174 million (or $447 million to $524 million if trebled). LP has not increased its reserves for this opt-out case as a result of the filing of the damages model. LP believes that the resolution of this matter will not have a material adverse effect on LP’s financial position, results of operations or cash flows.

ARS litigation

On July 31, 2009, LP filed suit the In The United States District Court For The Northern District Of California captioned., Louisiana Pacific Corporation v. Money Market 1 Institutional Investment Dealer; Merrill Lynch & CO., Inc.; Merrill Lynch, Pierce, Fenner & Smith Incorporated; And Deutsche Bank Securities Inc. (Civil Action No.09cv3529). This matter arose out of LP’s acquisition of certain ARS structured and underwritten by Merrill Lynch and Deutsche Bank with an approximate par value of $145.9 million. In the lawsuit, LP alleges that the defendants made misrepresentations and omissions of material facts in connection with the issuance of and the auctions for the ARS which constitute a violation of both state and federal securities laws, as well as common law fraud. LP seeks recovery of compensatory damages, rescission of the purchase of the securities at par value, consequential damages, punitive damages, attorneys’ fees and any other damages the court deems appropriate under the circumstances.

Other Proceedings

LP is party to other legal proceedings. Based on the information currently available, LP believes that the resolution of such proceedings will not have a material adverse effect on its financial position, results of operations, cash flows or liquidity.

 

16


NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

NOTE 12 – SELECTED SEGMENT DATA

LP operates in three segments: Oriented Strand Board (OSB); Siding; and Engineered Wood Products (EWP). LP’s business units have been aggregated into these three segments based upon the similarity of economic characteristics, customers and distribution methods. LP’s results of operations are summarized below for each of these segments separately as well as for the “other” category which comprises other products that are not individually significant. Segment information was prepared in accordance with the same accounting principles as those described in Note 1 of the Notes to the financial statements included in LP’s Annual Report on Form 10-K for the year ended December 31, 2009.

 

     Quarter Ended
March 31,
 

Dollar amounts in millions

   2010     2009  

Net sales:

    

OSB

   $ 117.0      $ 72.3   

Siding

     89.6        74.7   

Engineered Wood Products

     48.8        30.0   

Other

     41.2        28.5   
                
   $ 296.6      $ 205.5   
                

Operating profit (loss):

    

OSB

   $ (4.5   $ (24.2

Siding

     8.5        2.1   

Engineered Wood Products

     (6.6     (9.2

Other

     0.2        1.6   

Other operating credits and charges, net

     0.1        3.8   

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

     (1.3     (0.1

General corporate and other expenses, net

     (19.8     (19.1

Foreign currency gains (losses)

     1.5        2.6   

Gain on early debt extinguishment

     —          0.6   

Other than temporary impairment of investments

     —          (0.9

Investment income

     5.9        6.1   

Interest expense, net of capitalized interest

     (16.8     (12.9
                

Loss from continuing operations before taxes

     (32.8     (49.6

Benefit for income taxes

     (10.3     (19.3
                

Loss from continuing operations

   $ (22.5   $ (30.3
                

NOTE 13 – POTENTIAL IMPAIRMENTS

LP continues to review certain operations and investments for potential impairments. LP’s management currently believes it has adequate support for the carrying value of each of these operations and investments based upon the anticipated cash flows that result from estimates of future demand, pricing and production costs assuming certain levels of planned capital expenditures. As of March 31, 2010, the undiscounted cash flows for the facilities indefinitely curtailed support the conclusion that no impairment is necessary for those facilities. However, demand and pricing for the relevant products be at levels significantly below cycle average demand and pricing, or should LP decide to invest capital in alternative projects, it is possible that impairment charges will be required.

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

 

17


NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

NOTE 14 – CONTINGENCY RESERVES

LP is involved in various legal proceedings incidental to LP’s business and is subject to a variety of environmental and pollution control laws and regulations in all jurisdictions in which it operates. LP maintains reserves for these various contingencies as follows:

 

Dollar amounts in millions

   March 31,
2010
    December 31,
2009
 

Environmental reserves

   $ 14.6      $ 14.7   

Hardboard siding reserves

     22.2        24.2   

Other reserves

     1.7        1.9   
                

Total contingency reserves

     38.5        40.8   

Current portion of contingency reserves

     (10.0     (10.0
                

Long-term portion of contingency reserves

   $ 28.5      $ 30.8   
                

Hardboard Siding Reserves

LP has established reserves relating to certain liabilities associated with a settlement agreement resulting from a nationwide class action lawsuit involving hardboard siding manufactured or sold by corporations acquired by LP in 1999 and installed prior to May 15, 2000 which was approved by the applicable courts in 2000. This settlement is discussed in greater detail in the Notes to the financial statements included in LP’s Annual Report on Form 10-K for the year ended December 31, 2009. LP believes that the reserve balance for this settlement at March 31, 2010 will be adequate to cover future payments to claimants and related administrative costs.

The activity in the portion of LP’s loss contingency reserves relating to hardboard siding contingencies for the first quarters of 2010 and 2009 are summarized in the following table.

 

Dollar amounts in millions

   March 31, 2010     March 31, 2009  

Beginning balance, December 31,

   $ 24.2      $ 31.2   

Payments made for claims

     (1.5     (4.0

Payments made for administrative costs

     (0.5     (0.7
                

Ending balance

   $ 22.2      $ 26.5   
                

NOTE 15 – DEFINED BENEFIT PENSION PLANS

The following table sets forth the net periodic pension cost for LP’s defined benefit pension plans during the quarter ended March 31, 2010 and 2009. The net periodic pension cost included the following components:

 

     Quarter Ended March 31,  

Dollar amounts in millions

   2010     2009  

Service cost

   $ 1.0      $ 1.7   

Interest cost

     5.4        4.1   

Expected return on plan assets

     (6.0     (4.4

Amortization of prior service cost

     0.1        0.1   

Amortization of net loss

     1.6        1.0   
                

Net periodic pension cost

   $ 2.1      $ 2.5   
                

As of January 1, 2010, LP froze future contribution credits to its qualified U.S. defined benefit pension plans. Through March 31, 2010 and 2009, LP recognized $2.1 million and $2.5 million of pension expense, respectively, for all of LP’s defined benefit plans. LP presently anticipates recognizing an additional $4.3 million of pension expense in the remainder of 2010 for a total of $6.4 million.

Through March 31, 2010, LP made no significant pension contributions for LP’s defined benefit plans. LP presently anticipates making approximately $10 to 12 million additional pension contributions for the plans during the remainder of 2010.

 

18


NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

NOTE 16 – GUARANTEES AND INDEMNIFICATIONS

LP is a party to contracts in which LP agrees to indemnify third parties for certain liabilities that arise out of or relate to the subject matter of the contract. In some cases, this indemnity extends to liabilities arising out of the negligence of the indemnified parties, but usually excludes any liabilities caused by gross negligence or willful misconduct of the indemnified parties. LP cannot estimate the potential amount of future payments under these agreements until events arise that would trigger the liability. See Note 23 of the Notes to the financial statements included in LP’s Annual Report on Form 10-K for the year ended December 31, 2009 for further discussion of LP’s guarantees and indemnifications.

Additionally, LP provides warranties on the sale of most of its products and records an accrual for estimated future claims. Such accruals are based upon historical experience and management’s estimate of the level of future claims. The activity in warranty reserves for the first quarters of 2010 and 2009 are summarized in the following table:

 

Dollar amounts in millions

   March 31, 2010     March 31, 2009  

Beginning balance, December 31,

   $ 32.9      $ 33.7   

Accrued to expense

     1.4        1.0   

Payments made

     (2.4     (2.2
                

Total warranty reserves

     31.9        32.5   

Current portion of warranty reserves

     (7.0     (7.0
                

Long-term portion of warranty reserves

   $ 24.9      $ 25.5   
                

The current portion of the warranty reserve is included in the caption “Accounts payable and accrued liabilities” and the long-term portion is included in the caption “Other long-term liabilities” on LP’s Condensed Consolidated Balance Sheets.

NOTE 17 – RECENT AND PROSPECTIVE ACCOUNTING PRONOUNCEMENTS

In June 2009, the FASB issued guidance now codified under ASC Topic 860, “Transfers and Servicing” (ASC 860) and ASC Topic 810 “Consolidation”. Under ASC 860, the concept of a qualifying special-purpose entity (QSPE) is no longer relevant for accounting purposes, and formerly qualifying special purpose entities need to be evaluated for consolidation. ASC 810 requires an enterprise to perform an analysis to determine whether the enterprise’s variable interest gives it a controlling financial interest. As of January 1, 2010, LP adopted ASC 860 and 810 and consolidated the former QSPE established in connection with the sale of southern timber and timberlands in 2003. The consolidation of the former QSPE results in adjustments to LP’s consolidated financial statements to increase LP’s assets by $368.1 million, to increase LP’s liabilities by $368.9 million and to reduce LP’s net equity by $0.8 million. Specifically, “Notes receivable from asset sales” increased by $410 million; “Advances to and investments in affiliates” declined by $44.5 million; “Restricted cash” increased $1.6 million; “Deferred debt cost” increased by $0.9 million; “Accounts payable and accrued liabilities” increased by $0.2 million; “Long-term debt” increased by $368.7 million and “Retained earnings” declined of $0.8 million. The retroactive application of ASC 860 and 810 resulted in the recognition of additional net loss for the three months ended March 31, 2009 of $0.1 million.

 

19


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

GENERAL

Our products are used primarily in new home construction, repair and remodeling, and manufactured housing. We also market and sell our products in light industrial and commercial construction and we have a modest export business. Our manufacturing facilities are primarily located in the U.S. and Canada, but we also operate two facilities in Chile and have a 75% ownership interest in a Brazilian facility.

To serve our markets, we operate in three segments: Oriented Strand Board (OSB), Siding, and Engineered Wood Products (EWP).

Demand for our products correlates to a significant degree to the level of residential construction activity in North America, which historically has been characterized by significant cyclicality. For the first quarter of 2010, the U.S. Department of Census reported that actual single and multi-family housing starts were about 17% higher than for the first quarter of 2009. We believe the improved level of building, while significantly below “normal” levels, is related to the improving U.S. economy and easing of credit markets, as well as certain housing initiatives by the U.S. government. Our increase in sales is higher than the increase in housing starts due to significant inventory reductions taken by our customers during 2009 in response to the global recession and a subsequent attempt to build inventory in the first quarter of 2010 due to anticipated seasonal building activity. Building activity is unlikely to improve to “normal” levels until the number of homes available for sale is reduced, foreclosure activity subsidies, level of unemployment stabilizes and housing prices stabilize further.

OSB is sold as a commodity for which sales prices fluctuate daily based on market factors over which we have little or no control. We cannot predict whether the prices of our products will remain at current levels or increase or decrease in the future.

For additional factors affecting our results, refer to the Management Discussion and Analysis overview contained in our Annual Report on Form 10-K for the year ended December 31, 2009 and to “About Forward-Looking Statements” and “Risk Factors” in this report.

CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES

Presented in Note 1 of the Notes to the financial statements included in LP’s Annual Report on Form 10-K for the year ended December 31, 2009 is a discussion of our significant accounting policies and significant accounting estimates and judgments. Throughout the preparation of the financial statements, we employ significant judgments in the application of accounting principles and methods. These judgments are primarily related to the assumptions used to arrive at various estimates. For the first quarter of 2010, these significant accounting estimates and judgments include:

Auction Rate Securities: Our auction-rate securities represent interests in collateralized debt obligations, a portion of which are supported by pools of residential and commercial mortgages, credit-linked notes and other securities. Historically, liquidity for these auction-rate securities was typically provided by an auction process that reset the applicable interest rate at pre-determined intervals, usually every 7, 28, 35 or 90 days. As of March 31, 2010, auction-rate securities that we hold had experienced multiple failed auctions as the amount of securities for sale exceeded the amount of purchase orders. Consequently, we have classified $36.4 million ($96.8 million, par value) of auction-rate securities as long-term available-for-sale securities.

Our estimates of the valuation of our current holdings of auction rate securities are based upon our evaluation of the structure of our auction rate securities and current market estimates of fair value, including fair value estimates from the issuing banks and indicative pricing from other parties. We review several factors to determine whether a loss is other-than-temporary. These factors include but are not limited to: (i) the length of time a security is in an unrealized loss position, (ii) the extent to which fair value is less than cost, (iii) the financial condition and near term prospects of the issuer, and (iv) our intent and ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value. Due to the numerous variables associated with these judgments, both the precision

 

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and reliability of the resulting estimates of the related valuation allowance are subject to substantial uncertainties. We regularly monitor our estimated exposure to these investments and, as additional information becomes known, may change our estimates significantly.

Legal Contingencies. Our estimates of loss contingencies for legal proceedings are based on various judgments and assumptions regarding the potential resolution or disposition of the underlying claims and associated costs. In making judgments and assumptions regarding legal contingencies for ongoing class action settlements, we consider, among other things, discernible trends in the rate of claims asserted and related damage estimates and information obtained through consultation with statisticians and economists, including statistical analyses of potential outcomes based on experience to date and the experience of third parties who have been subject to product-related claims judged to be comparable. Due to the numerous variables associated with these judgments and assumptions, both the precision and reliability of the resulting estimates of the related loss contingencies are subject to substantial uncertainties. We regularly monitor our estimated exposure to these contingencies and, as additional information becomes known, may change our estimates significantly.

Environmental Contingencies. Our estimates of loss contingencies for environmental matters are based on various judgments and assumptions. These estimates typically reflect judgments and assumptions relating to the probable nature, magnitude and timing of required investigation, remediation and/or monitoring activities and the probable cost of these activities, and in some cases reflect judgments and assumptions relating to the obligation or willingness and ability of third parties to bear a proportionate or allocated share of the cost of these activities, including third parties who purchased assets from us subject to environmental liabilities. We consider the ability of third parties to pay their apportioned cost when developing our estimates. In making these judgments and assumptions related to the development of our loss contingencies, we consider, among other things, the activity to date at particular sites, information obtained through consultation with applicable regulatory authorities and third-party consultants and contractors and our historical experience at other sites that are judged to be comparable. Due to the numerous variables associated with these judgments and assumptions, and the effects of changes in governmental regulation and environmental technologies, both the precision and reliability of the resulting estimates of the related contingencies are subject to substantial uncertainties. We regularly monitor our estimated exposure to environmental loss contingencies and, as additional information becomes known, may change our estimates significantly. At March 31, 2010, we excluded from our estimates approximately $1.0 million of potential environmental liabilities that we estimate will be allocated to third parties pursuant to existing and anticipated future cost sharing arrangements.

Impairment of Long-Lived Assets. We review the long-lived assets held and used by us (primarily property, plant and equipment and timber and timberlands) for impairment when events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. We consider the necessity of undertaking such a review at least quarterly, and also when certain events or changes in circumstances occur. Events and changes in circumstances that may necessitate such a review may include, but are not limited to: a significant decrease in the market price of a long-lived asset or group of long-lived assets; a significant adverse change in the extent or manner in which a long-lived asset or group of long-lived assets is being used or in its physical condition; a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset or group of long-lived assets, including an adverse action or assessment by a regulator; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset or group of long-lived assets; current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or group of long-lived assets; and a current expectation that, more likely than not, a long-lived asset or group of long-lived assets will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. Identifying these events and changes in circumstances, and assessing their impact on the appropriate valuation of the affected assets under accounting principles generally accepted in the U.S., requires us to make judgments, assumptions and estimates.

In general, for assets held and used in our operations, impairments are recognized when the carrying amount of the long-lived asset or groups of long-lived assets is not recoverable and exceeds the fair value of the asset or groups of assets. The carrying amount of a long-lived asset or groups of long-lived assets is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the assets or group of assets. The key assumptions in estimating these cash flows relate to future production volumes, pricing of commodity or specialty products and future estimates of expenses to be incurred as reflected in our long-range

 

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internal planning models. Our assumptions regarding pricing are based upon the average pricing over the commodity cycle (generally five years) due to the inherent volatility of commodity product pricing, and reflect our assessment of information gathered from industry research firms, research reports published by investment analysts and other published forecasts. Our assumptions regarding expenses reflect our expectation that we will continue to reduce production costs to offset inflationary impacts.

When impairment is indicated for assets held and used in our operations, the book values of the affected assets are written down to their estimated fair value, which is generally based upon discounted future cash flows associated with the affected assets. When impairment is indicated for assets to be disposed of, the book values of the affected assets are written down to their estimated fair value, less estimated selling costs. Consequently, a determination to dispose of particular assets can require us to estimate the net sales proceeds expected to be realized upon such disposition, which may be less than the estimated undiscounted future net cash flows associated with such assets prior to such determination, and thus require an impairment charge. In situations where we have experience in selling assets of a similar nature, we may estimate net sales proceeds on the basis of that experience. In other situations, we hire independent appraisers to estimate net sales proceeds.

Due to the numerous variables associated with our judgments and assumptions relating to the valuation of assets in these circumstances, and the effects of changes in circumstances affecting these valuations, both the precision and reliability of the resulting estimates of the related impairment charges are subject to substantial uncertainties and, as additional information becomes known, we may change our estimates significantly.

Income Taxes. The determination of the provision for income taxes, and the resulting current and deferred tax assets and liabilities, involves significant management judgment, and is based upon information and estimates available to management at the time of such determination. The final income tax liability to any taxing jurisdiction with respect to any calendar year will ultimately be determined long after our financial statements have been published for that year. We maintain reserves for known estimated tax exposures in federal, state and international jurisdictions; however, actual results may differ materially from our estimates.

Judgment is also applied in determining whether deferred tax assets will be realized in full or in part. When we consider it to be more likely than not that all or some portion of a deferred tax asset will not be realized, a valuation allowance is established for the amount of the deferred tax asset that is estimated not to be realizable. As of March 31, 2010, we had established valuation allowances against certain deferred tax assets, primarily related to state and foreign carryovers of net operating losses, credits and capital losses. We have not established valuation allowances against other deferred tax assets based upon tax strategies planned to mitigate the risk of impairment of these assets. Accordingly, changes in facts or circumstances affecting the likelihood of realizing a deferred tax asset could result in the need to record additional valuation allowances.

Pension Plans. Most of our U.S. employees and many of our Canadian employees participate in defined benefit pension plans sponsored by LP. We account for the consequences of our sponsorship of these plans in accordance with accounting principles generally accepted in the U.S., which require us to make actuarial assumptions that are used to calculate the related assets, liabilities and expenses recorded in our financial statements. While we believe we have a reasonable basis for these assumptions, which include assumptions regarding long-term rates of return on plan assets, life expectancies, rates of increase in salary levels, rates at which future values should be discounted to determine present values and other matters, the amounts of our pension related assets, liabilities and expenses recorded in our financial statements would differ if we used other assumptions.

Workers’ Compensation. We are self insured for most of our U.S. employees’ workers compensation claims. We account for these plans in accordance with accounting principles generally accepted in the U.S., which require us to make actuarial assumptions that are used to calculate the related assets, liabilities and expenses recorded in our financial statements. While we believe we have a reasonable basis for these assumptions, which include assumptions regarding rates at which future values should be discounted to determine present values, expected future health care costs and other matters. The amounts of our liabilities and related expenses recorded in our financial statements would differ if we used other assumptions.

 

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NON-GAAP FINANCIAL MEASURES

In evaluating our business, we utilize several non-GAAP financial measures. A non-GAAP financial measure is generally defined by the SEC as one that purports to measure historical or future financial performance, financial position or cash flows, but excludes or includes amounts that would not be so excluded or included under applicable GAAP guidance. In this report on Form 10-Q, we disclose continuing earnings before interest expense, taxes, depreciation and amortization (“EBITDA from continuing operations”) which is a non-GAAP financial measure. Additionally, we disclose Adjusted EBITDA from continuing operations which further adjusts EBITDA from continuing operations to exclude stock based compensation expense, (gain) loss on sales or impairment of long lived assets, other operating charges and credits, other than temporary investment impairment, early debt extinguishment and investment income. Neither EBITDA from continuing operations nor adjusted EBITDA from continuing operations are a substitute for the GAAP measures of net income or operating cash flows or for any other GAAP measures of operating performance or liquidity.

We have included EBITDA from continuing operations and Adjusted EBITDA from continuing operations in this report on Form 10-Q because we use them as important supplemental measures of our performance and believe that they are frequently used by securities analysts, investors and other interested persons in the evaluation of companies in our industry, some of which present EBITDA when reporting their results. We use EBITDA from continuing operations and Adjusted EBITDA from continuing operations to evaluate our performance as compared to other companies in our industry that have different financing and capital structures and/or tax rates. It should be noted that companies calculate EBITDA and Adjusted EBITDA differently and, therefore, our EBITDA and adjusted EBITDA measures may not be comparable to EBITDA and adjusted EBITDA reported by other companies. Our EBITDA and adjusted EBITDA measures have material limitations as performance measures because they exclude interest expense, income tax (benefit) expense and depreciation and amortization which are necessary to operate our business or which we otherwise incurred or experienced in connection with the operation of our business.

 

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The following table represents significant items by operating segment and reconciles income (loss) from continuing operations to Adjusted EBITDA from continuing operations:

 

(Dollar amounts in millions)

   OSB     Siding    EWP     Other     Corporate     Total  

Three Months Ended March 31, 2010

             

Sales

   $ 117.0      $ 89.6    $ 48.8      $ 41.2      $ —        $ 296.6   
                                               

Depreciation and amortization

     8.6        5.1      3.4        2.7        0.6        20.4   

Cost of sales and selling and administrative

     113.3        76.0      51.8        37.4        19.2        297.7   

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

              1.3        1.3   

Other operating credits and charges, net

              (0.1     (0.1
                                               

Total operating costs

     121.9        81.1      55.2        40.1        21.0        319.3   
                                               

Income (loss) from operations

     (4.9     8.5      (6.4     1.1        (21.0     (22.7

Total non-operating income (expense)

              (9.4     (9.4
                                               

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

     (4.9     8.5      (6.4     1.1        (30.4     (32.1

Provision (benefit) for income taxes

              (10.3     (10.3

Equity in (income) loss of unconsolidated affiliates

     (0.4        0.2        0.9          0.7   
                                               

Income (loss) from continuing operations

     (4.5     8.5      (6.6     0.2        (20.1     (22.5
                                               

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

             

Income (loss) from continuing operations

     (4.5     8.5      (6.6     0.2        (20.1     (22.5

Income tax benefit

              (10.3     (10.3

Interest expense, net of capitalized interest

              16.8        16.8   

Depreciation and amortization

     8.6        5.1      3.4        2.7        0.6        20.4   
                                               

EBITDA from continuing operations

     4.1        13.6      (3.2     2.9        (13.0     4.4   
                                               

Stock based compensation expense

     0.2        0.2      0.1        —          2.7        3.2   

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

              1.3        1.3   

Investment income

              (5.9     (5.9

Other operating credits and charges, net

              (0.1     (0.1
                                               

Adjusted EBITDA from continuing operations

   $ 4.3      $ 13.8    $ (3.1   $ 2.9      $ (15.0   $ 2.9   
                                               

Three Months Ended March 31, 2009

             

Sales

   $ 72.3      $ 74.7    $ 30.0      $ 28.5      $ —          205.5   
                                               

Depreciation and amortization

     7.2        4.7      3.0        3.2        1.0        19.1   

Cost of sales and selling and administrative

     86.8        67.9      36.0        23.8        18.1        232.6   

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

              0.1        0.1   

Other operating credits and charges, net

              (3.8     (3.8
                                               

Total operating costs

     94.0        72.6      39.0        27.0        15.4        248.0   
                                               

Loss from operations

     (21.7     2.1      (9.0     1.5        (15.4     (42.5

Total non-operating income (expense)

              (4.5     (4.5
                                               

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

     (21.7     2.1      (9.0     1.5        (19.9     (47.0

Provision (benefit) for income taxes

              (19.3     (19.3

Equity in (income) loss of unconsolidated affiliates

     2.5           0.2        (0.1       2.6   
                                               

Income (loss) from continuing operations

     (24.2     2.1      (9.2     1.6        (0.6     (30.3
                                               

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

             

Income (loss) from continuing operations

     (24.2     2.1      (9.2     1.6        (0.6     (30.3

Income tax benefit

              (19.3     (19.3

Interest expense, net of capitalized interest

              12.9        12.9   

Depreciation and amortization

     7.2        4.7      3.0        3.2        1.0        19.1   
                                               

EBITDA from continuing operations

     (17.0     6.8      (6.2     4.8        (6.0     (17.6
                                               

Stock based compensation expense

     0.2        0.2      —          —          1.4        1.8   

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

              0.1        0.1   

Gain on early debt extinguishment

              (0.6     (0.6

Investment income

              (6.1     (6.1

Other operating credits and charges, net

              (3.8     (3.8

Other than temporary asset impairment

              0.9        0.9   
                                               

Adjusted EBITDA from continuing operations

   $ (16.8   $ 7.0    $ (6.2   $ 4.8      $ (14.1   $ (25.3
                                               

 

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RESULTS OF OPERATIONS

(Dollar amounts in millions, except per share amounts)

Our net loss attributable to LP for the first quarter of 2010 was $22.5 million, or $0.18 per diluted share, on sales of $296.6 million, compared to a net loss attributable to LP for the first quarter of 2009 of $30.5 million, or $0.30 per diluted share, on sales of $205.5 million. For the first quarter of 2010, loss from continuing operations was $22.5 million, or $0.18 per diluted share, compared to a loss from continuing operations of $30.1 million, or $0.29 per diluted share, for the first quarter of 2009.

Our results of operations for each of our segments are discussed below as well as for the “other” category, which comprises products that are not individually significant.

OSB

Our OSB segment manufactures and distributes commodity and value-added OSB structural panels.

Segment sales, operating losses, and adjusted EBITDA from continuing operations for this segment are as follows:

 

     Quarter Ended March 31,  
     2010     2009     Change  

Net sales

   $ 117.0      $ 72.3      62

Operating losses

   $ (4.5   $ (24.2   81

Adjusted EBITDA from continuing operations

   $ 4.3      $ (16.8   126

Percent changes in average sales prices and unit shipments for the quarter ended March 31, 2010 compared to the quarter ended March 31, 2009 are as follows:

 

     Quarter Ended March 31,
2010 versus 2009
 
     Average Net
Selling Price
    Unit
Shipments
 

Commodity OSB

   26   34

OSB prices increased for the first quarter of 2010 as compared to the corresponding periods of 2009. The increase in OSB prices was likely due to tightening of the gap between supply and demand based upon currently operating facilities across the industry as well as raw material shortages due to weather related issues. The increase in selling price favorably impacted net sales and operating losses by approximately $24 million for the quarter as compared to the corresponding period of 2009. As compared to the corresponding period of 2009, the increase in sales volume was primarily due to increased demand as well as inventory restocking by our customers after dramatic declines in 2009. To balance supply and demand, we continue to have two of our ten OSB mills curtailed.

Compared to the first quarter of 2009, the primary factor for decreased operating losses was the increase in commodity OSB sales prices. This increase was offset by an increase in our Canadian dollar denominated manufacturing costs and certain raw materials. The Canadian dollar has strengthened significantly since the first quarter 2009, which causes our Canadian production costs stated in U.S. dollars to increase.

SIDING

Our siding segment produces and markets wood-based siding and related accessories, together with commodity OSB products from one mill.

 

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Segment sales, operating profits and adjusted EBITDA from continuing operations for this segment are as follows:

 

     Quarter Ended March 31,  
     2010    2009    Change  

Net sales

   $ 89.6    $ 74.7    20

Operating profits

     8.5      2.1    305

Adjusted EBITDA from continuing operations

     13.8      7.0    97

Sales in this segment by product line are as follows:

 

     Quarter Ended March 31,  
     2010    2009    Change  

SmartSide Siding

   $ 66.1    $ 52.5    26

Commodity OSB

     8.2      7.1    15

Canexel siding and other hardboard related products

     15.3      15.1    1
                

Total

   $ 89.6    $ 74.7    20
                

Percent changes in average sales prices and unit shipments for the quarter ended March 31, 2010 compared to the quarter ended March 31, 2009 are as follows:

 

     Quarter Ended March 31,
2010 versus 2009
 
     Average Net
Selling Price
    Unit
Shipments
 

SmartSide Siding

   2   29

Commodity OSB

   20   (5 %) 

Canexel siding

   24   (15 %) 

For the first quarter of 2010 compared to the corresponding period in 2009, sales volumes increased significantly in our SmartSide siding line due to improvement in housing starts as well as an inventory build in the sales channels. In our Canexel siding lines, sales volumes declined due to the curtailment of certain production lines. Sales prices in our SmartSide siding product line for the quarter ended March 31, 2010 as compared to the corresponding period of 2009 changed slightly due to product mix with specific product prices remaining generally constant. In our Canexel product line, sales prices increased in the first quarter as compared to the corresponding period of last year due to the impact of the strengthening Canadian dollar as a majority of these sales are made in Canada. Sales prices increased in our commodity OSB products as discussed in the OSB segment above.

Overall, the improvement in operating results for our siding segment for the first quarter of 2010 compared to the same period of 2009 was primarily due to increased sales volumes and improvements in OSB pricing.

ENGINEERED WOOD PRODUCTS

Our engineered wood products (EWP) segment manufactures and distributes laminated veneer lumber (LVL), I-Joists, laminated strand lumber (LSL) and other related products. This segment also includes the sale of I-Joist and LVL products produced by the AbitibiBowater-LP or under an exclusive sales arrangement.

 

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Segment sales, operating losses and adjusted EBITDA from continuing operations for this segment are as follows:

 

     Quarter Ended March 31,  
     2010     2009     Change  

Net sales

   $ 48.8      $ 30.0      63

Operating losses

     (6.6     (9.2   28

Adjusted EBITDA from continuing operations

     (3.1     (6.2   50

Sales in this segment by product line are as follows:

 

     Quarter Ended March 31,  
     2010    2009    Change  

LVL/LSL

   $ 21.9    $ 14.4    52

I-Joist

     18.6      9.7    92

Related products

     8.3      5.9    41
                

Total

   $ 48.8    $ 30.0    63
                

Percent changes in average sales prices and unit shipments for the quarter ended March 31, 2010 compared to the quarter ended March 31, 2009 are as follows:

 

     Quarter Ended March 31,
2010 versus 2009
 
     Average Net
Selling Price
    Unit
Shipments
 

LVL/LSL

   4   45

I-Joist

   (1 %)    88

During the first quarter of 2010 compared to the corresponding period of 2009, we saw increases in sales volumes in both LVL/LSL and I-Joist due to increased housing demand as well as customer inventory increases. Net average selling prices remained relatively flat in I-Joist but increased in LVL/LSL due changes in mix. Our focus in the EWP segment continues to be on reductions in conversion costs, better geographic manufacturing and distribution, and maintaining key customer relationships. Included in this segment is a plywood operation, which primarily produces plywood as a by-product from the LVL production process.

For the first quarter of 2010 compared to the corresponding period of 2009, the results of operations for EWP were improved due to higher sales volume and improvements in our LSL facility offset by higher raw material costs.

OTHER PRODUCTS

Our other products category includes a moulding business, South American operations, export sales and a joint venture that produces and sells cellulose insulation. This category also includes remaining timber and timberlands and other minor products, services and operations closed prior to January 1, 2002.

Segment sales, operating profits and adjusted EBITDA from continuing operations for this category are as follows:

 

     Quarter Ended March 31,  
     2010    2009    Change  

Net sales

   $ 41.2    $ 28.5    45

Operating profits (losses)

     0.2      1.6    (88 %) 

Adjusted EBITDA from continuing operations

     2.9      4.8    (40 %) 

 

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Sales in this segment by product line are as follows:

 

     Quarter Ended March 31,  
     2010    2009    Change  

Moulding

   $ 9.3    $ 7.9    18

South American operations

     30.4      18.8    62

Other

     1.5      1.8    (17 %) 
                

Total

   $ 41.2    $ 28.5    45
                

For the first quarter of 2010 compared to the corresponding period of 2009, sales in our moulding operation were higher due to increased retail demand and sales in South American operations increased as we continued to penetrate local South American markets in response to the rebuilding efforts resulting from the Chilean earthquake.

Overall, operating results associated with these activities were positively impacted by improvements in our South American and moulding operations and the performance of our U.S. Greenfiber joint venture.

GENERAL CORPORATE AND OTHER EXPENSE, NET

For the first quarter of 2010 compared to the corresponding periods of 2009, general corporate expenses increased 4 percent and overall selling and administrative expenses increased by 9 percent. General corporate and other expenses primarily consist of corporate overhead such as wages and benefits for corporate and sales personnel, professional fees, insurance and other expenses. Increases in general corporate expenses for the first quarter as compared to the first quarter of 2009 were due to certain modifications made of our stock compensation program in relation to LP’s CEO which were put in place in the first quarter of 2010. This increase was offset by continued focus on cost containment. Overall selling and administrative expenses increased in the first quarter of 2010 as compared to the first quarter of 2010 due to aforementioned stock program as well as several one-time benefits received in the first quarter of 2009 which did not occur in the first quarter of 2010,

INTEREST EXPENSE AND INVESTMENT INCOME

Investment income in the first quarter of 2010 was relatively flat compared to the corresponding period of 2009 due to higher cash balances offset by lower interest rates. Interest expense was higher than in the corresponding period of 2009 due to interest associated with the debt we incurred in March of 2009. Components of interest expense, net of investment income, are as follows:

 

     Quarter Ended
March 31,
 
     2010     2009  

Investment income

   $ 5.9      $ 6.1   

Interest expense

     (16.8     (12.9
                

Total

   $ (10.9   $ (6.8
                

INCOME TAXES

Accounting standards require that we account for income taxes using the asset and liability approach, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. This method also requires the recognition of future tax benefits, such as net operating loss carry forwards and other tax credits. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. Valuation allowances are recorded as necessary to reduce deferred tax assets to the amount thereof that is more likely than not to be realized. The likelihood of realizing deferred tax assets is evaluated by, among other things, estimating future taxable income to which the deferred tax assets may be applied and assessing the impact of tax planning strategies.

 

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For interim periods, accounting standards require that income tax expense be determined by applying the estimated annual effective income tax rate to year-to-date results unless this method does not result in a reliable estimate of year-to-date income tax expense. For the first quarter of 2010, LP determined its year-to-date tax provision using the discrete or cut-off method, which allows for the application to year-to-date results of the effective income tax rate that would actually apply to such results (rather than an estimated effective annual income tax rate which was used in the first quarter of 2009). This approach is appropriate where a small change in a Company’s estimated income could produce a large change in the estimated annual effective tax rate. Each quarter the income tax accrual is adjusted to the latest estimate and the difference from the previously accrued year-to-date balance is adjusted to the current quarter.

For the first quarter of 2010, the primary differences between the U.S. statutory rate of 35% and the effective rate applicable to our continuing operations relate to state income taxes, the effect of foreign tax rates and discrete adjustment for state income taxes. For the first quarter of 2009, the primary differences between the U.S. statutory rate of 35% and the effective rate applicable to our continuing operations relate to our foreign debt structure, state income taxes and the effect of foreign tax rates.

The components and associated estimated effective income tax rates applied to the quarter ended March 31, 2010 and 2009 are as follows:

 

      Quarter Ended March 31,  
     2010     2009  

Dollars in millions

   Tax Benefit     Tax Rate     Tax Benefit     Tax Rate  

Continuing operations

   $ (10.3   31   $ (19.3   39

Discontinued operations

     (0.1   38     (0.3   39
                    
   $ (10.4   31   $ (19.6   39
                    

We and our domestic subsidiaries are subject to U.S. federal income tax as well as income taxes of multiple state jurisdictions. Our foreign subsidiaries are subject to income tax in Canada, Chile, Brazil and Peru. Federal income tax examinations for the years through 2006 have been effectively settled. LP remains subject to state and local tax examinations for the tax years 2005 through 2008. Our Canadian returns have been audited and effectively settled through 2004.

If we were to determine that we would not be able to realize a portion of an existing net deferred tax asset for which there is currently no valuation allowance, an adjustment to the net deferred tax asset would be charged to earnings in the period in which such determination was made. Conversely, if we were to make a determination that it is more likely than not that an existing deferred tax asset for which there is currently a valuation allowance would be realized, the related valuation allowance would be reduced and a benefit to earnings would be recorded in the period in which such determination was made.

DEFINED BENEFIT PENSION PLANS

We maintain several qualified and non-qualified defined benefit pension plans in the U.S. and Canada that cover a substantial portion of our employees. See Note 15 of the Notes to financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2009 for further information on our plans. We estimate that our net periodic pension cost for 2010 will be approximately $6.4 million. If a curtailment or settlement occurs in 2010, this estimate may change significantly. We estimate that we will contribute approximately $10 to $12 million to our defined benefit pension plans in 2010. At December 31, 2009, we had $104.2 million of net actuarial loss and $1.4 million of prior service cost included in accumulated other comprehensive loss. Of these amounts, we expect to recognize a net actuarial loss of $4.5 million as a component of net periodic pension cost in 2010, which will account for approximately 71% of our estimated 2010 net periodic pension cost.

LEGAL AND ENVIRONMENTAL MATTERS

For a discussion of legal and environmental matters involving us and the potential impact thereof on our financial position, results of operations and cash flows, see Items 3, 7 and 8 in our Annual Report on Form 10-K for the year ended December 31, 2009, Note 20 to the Notes to the financial statements contained therein.

 

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HARDBOARD SIDING LITIGATION UPDATE

The following update should be read in conjunction with the discussion of our hardboard siding litigation set forth in Note 20 of the Notes to financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2009.

Cumulative statistics under hardboard settlements are as follows:

 

     March 31, 2010    December 31, 2009

Completed claims received

   82,700    80,900

Completed claims pending

   1,100    2,100

Claims dismissed

   13,300    12,900

Claims settled

   68,300    65,900

The average payment amount for settled claims as of March 31, 2010 was $600 and December 31, 2009 was $1,100. Dismissal of claims is typically the result of claims for product not produced by LP or predecessor companies or claims that lack sufficient information or documentation after repeated efforts to correct those deficiencies.

LIQUIDITY AND CAPITAL RESOURCES

OVERVIEW

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

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

We expect to be able to meet the future cash requirements of our existing businesses through cash expected to be generated from operations, existing cash and investment balances, existing credit facilities and other capital resources. The following discussion provides further details of our liquidity and capital resources.

OPERATING ACTIVITIES

During the first quarter of 2010, we used $32.1 million of cash from operating activities compared to a generation of $2.3 million in the first quarter of 2009. The decrease in cash provided from operating activities in the first quarter of 2010 resulted primarily from reduced operating losses offset by higher income tax refunds in 2009 and a higher inventory build.

During the first quarter of 2010, our accounts receivable increased significantly due to higher sales volume across all product lines and increased sales prices related to commodity OSB. No substantial change in credit terms or number of days outstanding occurred. Inventory increased based upon expected future demand as well as requirements to increase log inventory due to the inability to harvest logs during the spring break up. Accounts payable remained relatively constant between periods.

INVESTING ACTIVITIES

During the first quarter of 2010, we used approximately $3.7 million in investing activities. Capital expenditures in the first quarter of 2010 were $1.9 million. Additionally, we contributed $2.1 million to our joint ventures for working capital requirements. Included in “Accounts payable” is $0.7 million related to capital expenditures that had not yet been paid as of March 31, 2010.

 

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During the first quarter of 2009, we generated approximately $39.3 million from investing activities. Capital expenditures in the first quarter of 2009 were $3.9 million. Additionally, we contributed $3.7 million to our joint ventures for working capital requirements. We also received $19.6 million in proceeds on the sale of investments with maturities in excess of 90 days. Restricted cash was reduced by $26.8 million during the first quarter of 2009. Included in “Accounts payable” is $2.0 million related to capital expenditures that had not yet been paid as of March 31, 2009.

Capital expenditures for existing facilities and investments in existing joint ventures for 2010 are expected to total about $20 to $25 million.

FINANCING ACTIVITIES

In the first quarter of 2009, we issued and sold 375,000 Units consisting of (1) $375,000,000 principal amount at maturity of 13% Senior Secured Notes due 2017 and (2) warrants to purchase 18,395,963 shares of our common stock at an exercise price of $1.39 per share, subject to adjustment in certain circumstances and to mandatory cashless exercise provisions. The issuance and sale of the Units generated gross proceeds of $281.3 million, reflecting original issue discounts of $93.7 million, of which $126.6 million was used to retire $126.0 million aggregate principal amount of our 8.875% Senior Notes due 2010 and $14.5 million which was used to pay related transaction costs.

CREDIT AGREEMENTS

We have a credit facility which provides for a committed asset-based borrowing capacity of up to $100 million, with a $60 million sublimit for U.S. letters of credit and a $10 million sublimit for Canadian letters of credit. The credit facility will end in September of 2012, so long as we maintain on deposit with the agent for the credit facility at all times until our 8.875% Senior Notes due August 15, 2010 have been paid in full an amount of cash or cash equivalents sufficient to pay all principal of and interest on such Notes when due and satisfy certain other conditions (with any failure to do so being an event of default under the credit facility). As of March 31, 2010, the principal amount outstanding under such Notes was $60.2 million.

The availability of credit under the credit facility is subject to a borrowing base, which is calculated based on certain percentages of accounts receivable and inventory and at any given time may limit the amount of borrowings and letters of credit otherwise available under the facility. In addition, the credit facility contains a covenant requiring us to maintain a fixed charge coverage ratio of at least 1.1 to 1.0 at any time that our unused borrowing base capacity after adjustment to exclude certain past due trade payables falls below $50 million. At March 31, 2010, we had $84.7 million of unused borrowing base capacity under the credit facility, resulting from a borrowing base of $100.0 million less $15.3 million of outstanding non-cash collateralized letters of credit. However, because our fixed charge coverage ratio at March 31, 2010 was less than 1.1 to 1.0 we were effectively precluded from utilizing $50 million of this capacity (other than cash-collateralized letters of credit, as described below, subject to the applicable letter of credit sublimits). The credit facility allows LP to pledge, as security for its reimbursement obligations in respect of letters of credit issued under the facility, cash collateral in an amount not less than 105% of the of the stated amount of such letters of credit. The above-described preclusion to our utilization of $50 million of the capacity otherwise available under the facility does not apply to such cash collateralized letters of credit. At March 31, 2010, we had no borrowings outstanding under the facility. In addition to the $15.3 million of non-cash collateralized letters of credit mentioned above, there were outstanding under the facility at March 31, 2010, $17.6 million letters of credit which were collateralized by $18.4 million of cash. Based upon our available cash balances, we do not currently anticipate using this facility except to obtain and maintain letters of credit. Additionally, we expect our fixed charge coverage ratio to be less than 1.1 to 1.0 at March 31, 2010 and throughout 2010, and, accordingly to remain subject to the limitation on our ability to fully utilize our adjusted borrowing base capacity as described above. As a result, our ability to obtain and maintain non-cash collateralized letters of credit under this facility will continue to be constrained to an amount that does not exceed the excess of our adjusted borrowing base over $50 million.

Subject to certain exceptions, obligations under the credit facility are secured by, among other things, a first-priority lien on our present and future receivables, inventory and certain general intangibles, and by a second-priority lien on substantially all of our domestic property, plant and equipment, and are guaranteed by certain of our subsidiaries.

 

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The credit facility contains customary covenants applicable to us and our subsidiaries, other than certain unrestricted subsidiaries, including certain financial covenants as well as restrictions on, among other things, our ability to: incur debt; incur liens; declare or make distributions to our stockholders; make loans and investments; repay debt; enter into mergers, acquisitions and other business combinations; form or acquire subsidiaries; amend or modify our governing documents; enter into hedging arrangements; engage in other businesses other than our business as currently conducted; and enter into transactions with affiliates. The credit facility also contains customary events of default, the occurrence of which could result in the acceleration of our obligation to repay the indebtedness outstanding thereunder.

Obligations under the indenture governing our Senior Secured Notes due 2017 are, in general, secured by a first-priority lien on the collateral that secures obligations under the credit facility on a second-priority basis, and by a second-priority lien on the collateral that secures obligations under the credit facility on a first-priority basis, subject to the terms of an intercreditor agreement, and are guaranteed by the subsidiaries that guarantee obligations under the credit facility.

The indenture contains customary covenants applicable to us and our subsidiaries, other than certain unrestricted subsidiaries, including restrictions on actions and activities that are restricted under the credit facility. The indenture also contains customary events of defaults, the occurrence of which could result in acceleration of our obligations to repay the indebtedness outstanding thereunder.

OTHER LIQUIDITY MATTERS

As of March 31, 2010, we had $36.4 million ($96.8 million, par value) of principal invested in auction rate securities (ARS). The ARS held by us are securities with long-term nominal maturities for which the interest rates were historically reset through a Dutch auction each month.

We review our marketable securities routinely for other-than-temporary impairment. The primary factors LP uses to determine if an impairment charge must be recorded because a decline in value of the security is other than temporary include (i) whether the fair value of the investment is significantly below its cost basis, (ii) the financial condition of the issuer of the security (including its credit rating), (iii) the length of time that the cost of the security has exceeded its fair value and (iv) LP’s intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in market value.

If uncertainties in the credit and capital markets continue, these markets deteriorate further or we experience any ratings downgrades on any investments in our portfolio (including on ARS), we may incur additional impairments to our investment portfolio, which could negatively affect our financial condition, results of operations and cash flow.

POTENTIAL IMPAIRMENTS

We continue to review several mills and investments for potential impairments. Management currently believes we have adequate support for the carrying value of each of these assets based upon the anticipated cash flows that result from our estimates of future demand, pricing and production costs assuming certain levels of planned capital expenditures. As of March 31, 2010, the undiscounted cash flows for the facilities indefinitely curtailed support the conclusion that no impairment is necessary for those facilities. However, should the markets for our products continue to remain at levels significantly below cycle average pricing or should we decide to invest capital in alternative projects, it is possible that we will be required to record further impairment charges.

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

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

As of March 31, 2010, our outstanding debt bears interest at fixed rates and accordingly is not sensitive to interest rate changes.

 

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

Some of our products are sold as commodities and therefore sales prices fluctuate daily based on market factors over which we have little or no control. The most significant commodity product we sell is OSB. Based upon an assumed annual production capacity (including our joint venture operation) of 4.9 billion square feet ( 3/8” basis) or 4.2 billion square feet ( 7/16” basis), a $1 change in the annual average price on  7/16” basis would change annual pre-tax profits by approximately $4.2 million. Because of the decline in the housing market and related indefinitely curtailed facilities in our OSB business, expected volumes will be significantly below our capacity.

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

 

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer have carried out, as of March 31, 2010, with the participation of LP’s management, an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act (the “Act”). Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that LP’s disclosure controls and procedures are effective to provide reasonable assurance that material information required to be disclosed by us in reports we file under the Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that information required to be disclosed by us in the reports we file or submit under the Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

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

 

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LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

SUMMARY OF PRODUCTION VOLUMES (1)

The following table sets forth production volumes for the quarter ended March 31, 2010 and 2009.

 

     Quarter Ended
March 31,
     2010    2009

Oriented strand board, million square feet 3/8” basis (1)

   664    421

Oriented strand board, million square feet 3/8” basis

     

(produced by wood-based siding mills)

   49    50

Wood-based siding, million square feet 3/8” basis

   204    161

Engineered I-Joist, million lineal feet (1)

   22    9

Laminated veneer lumber (LVL), thousand cubic feet(1) and Laminated strand lumber (LSL), thousand cubic feet

   899    617

 

(1)

Includes volumes produced by joint venture operations and sold to LP or through exclusive sales arrangements.

INDUSTRY PRODUCT TRENDS

The following table sets forth the average wholesale price of OSB in the United States for the periods specified in dollars per 1,000 square feet.

 

     OSB
     N. Central 7/16” Basis

Annual Average

  

1998

   205

1999

   260

2000

   206

2001

   159

2002

   160

2003

   293

2004

   370

2005

   320

2006

   210

2007

   146

2008

   172

2009

   163

2009 1st Qtr. Avg.

   154

2010 1st Qtr. Avg.

   214

Source: Random Lengths

 

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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 Part I of this report under “Note 14 – Contingency Reserves” is incorporated herein by reference.

 

Item 1A. Risk Factors.

You should be aware that the occurrence of any of the events described in this Risk Factors section and elsewhere in this report or in any other of our filings with the SEC could have a material adverse effect on our business, financial position, results of operations and cash flows. In evaluating us, you should consider carefully, among other things, the risks described below and the matters described in “About Forward-Looking Statements.”

Cyclical industry conditions and commodity pricing have and may continue to adversely affect our financial condition and results of operations. Our operating results reflect the general cyclical pattern of the building products industry. Demand for our products correlates to a significant degree to the level of residential construction activity in North America, which historically has been characterized by significant cyclicality. This cyclicality is influenced by a number of factors, including the supply of new and existing homes on the market, of which existing homes are currently at above average levels, the level of unemployment, which has been increasing in recent periods, longer-term interest rates, which in recent years have been at relatively low levels, the availability of mortgage financing, which has recently declined, and mortgage foreclosure rates, which are higher than normal. A significant increase in longer-term interest rates, a prolonged decline in the availability of mortgage financing, or the occurrence of other events that reduce levels of residential construction activity could have a material adverse effect on our financial condition, results of operations and cash flows. Our primary product, OSB, and a significant portion of our raw materials are globally traded commodity products. In addition, our products are subject to competition from manufacturers worldwide. Historical prices for our products have been volatile, and we, like other participants in the building products industry, have limited influence over the timing and extent of price changes for our products. Product pricing is significantly affected by the relationship between supply and demand in the building products industry. Product supply is influenced primarily by fluctuations in available manufacturing capacity. Demand is affected by the state of the economy in general and a variety of other factors. The level of new residential construction activity and home repair and remodeling activity primarily affects the demand for our building products. Demand is also subject to fluctuations due to changes in economic conditions, interest rates, population growth, weather conditions and other factors. We are not able to predict with certainty market conditions and selling prices for our products. In this competitive environment with so many variables for which we do not control, we cannot assure you that prices for our products will not decline from current levels. A prolonged and severe weakness in the markets for one or more of our principal products, particularly OSB, could seriously harm our financial condition and results of operations and our ability to satisfy our cash requirements, including the payment of interest and principal on our debt.

We have a high degree of product concentration. OSB accounted for about 48% of our North American sales in the first quarter of 2010 and 43% of our North American sales in the first quarter of 2009 and we expect OSB sales to continue to account for a substantial portion of our revenues and profits in the future. Concentration of our business in the OSB market further increases our sensitivity to commodity pricing and price volatility. In this competitive environment with so many variables for which we do not control, we cannot assure you that pricing for OSB or our other products will not decline from current levels.

Intense competition in the building products industry could prevent us from increasing or sustaining our net sales and profitability. The markets for our products are highly competitive. Our competitors range from very large, fully integrated forest and building products firms to smaller firms that may manufacture only one or a few types of products. We also compete less directly with firms that manufacture substitutes for wood building products. Many of our competitors have greater financial and other resources than we do, and certain of the mills operated by our competitors may be lower-cost producers than the mills operated by us.

 

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Our results of operations may be harmed by potential shortages of raw materials and increases in raw material costs. The most significant raw material used in our operations is wood fiber. We currently obtain about 79% of our wood fiber requirements in the open market. Wood fiber is subject to commodity pricing, which fluctuates on the basis of market factors over which we have no control. In addition, the cost of various types of wood fiber that we purchase in the market has at times fluctuated greatly because of governmental, economic or industry conditions, and may be affected by increased demand resulting from initiatives to increase the use of biomass materials in the production of heat, power, biobased products and biofuels. In addition to wood fiber, we also use a significant quantity of various resins in our manufacturing processes. Resin product costs are influenced by changes in the prices or availability of raw materials used to produce resins, primarily petroleum products, as well as demand for and availability of resin products. Selling prices of our products have not always increased in response to raw material cost increases. We are unable to determine to what extent, if any, we will be able to pass any future raw material cost increases through to our customers through product price increases. Our inability to pass increased costs through to our customers could have a material adverse effect on our financial condition, results of operations and cash flows.

Many of the Canadian forestlands also are subject to the constitutionally protected treaty or common-law rights of the aboriginal peoples of Canada. Most of British Columbia is not covered by treaties and, as a result, the claims of British Columbia’s aboriginal peoples relating to forest resources are largely unresolved, although many aboriginal groups are actively engaged in treaty discussions with the governments of British Columbia and Canada. Final or interim resolution of claims brought by aboriginal groups are expected to result in additional restrictions on the sale or harvest of timber and may increase operating costs and affect timber supply and prices in Canada. It is possible that, over the long term, such claims could have an adverse effect on our business, financial condition and results of operations.

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

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

Some environmental laws and regulations impose liability and responsibility on present and former owners, operators or users of facilities and sites for contamination at such facilities and sites without regard to causation or knowledge of contamination. In addition, we occasionally evaluate various alternatives with respect to our facilities, including possible dispositions or closures. Investigations undertaken in connection with these activities may lead to discoveries of contamination that must be remediated, and closures of facilities may trigger compliance requirements that are not applicable to operating facilities. Consequently, we cannot assure you that existing or future circumstances or developments with respect to contamination will not require significant expenditures by us.

 

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

The valuation of our investment in auction-rate securities (ARS) is subject to uncertainties that are difficult to predict. With the liquidity issues experienced in global credit and capital markets, the ARS held by us have experienced multiple failed auctions as the amount of securities submitted for sale has exceeded the amount of purchase orders. Given the failed auctions, the values of our ARS have been adversely affected. Factors that may further impact the valuation of our ARS include changes to credit ratings of the securities as well as to the underlying assets supporting those securities, rates of default of the underlying assets, underlying collateral value, discount rates, counterparty risk and ongoing strength and quality of market credit and liquidity. If uncertainties in the credit and capital markets continue, these markets deteriorate further or we experience additional ratings downgrades on any investments in our portfolio (including our ARS), we may incur additional impairments to our investment portfolio, which could negatively affect our financial condition, results of operations and cash flows.

Settlements of tax exposures may exceed the amounts we have established for known estimated tax exposures. We maintain reserves for known estimated tax exposures in federal, state and international jurisdictions and uncertain tax positions. Significant income tax exposures may include potential challenges to intercompany pricing, the treatment of financing, acquisition and disposition transactions, the use of hybrid entities and other matters. These exposures are settled primarily through the closure of audits with the taxing jurisdictions and, on occasion, through the judicial process, either of which may produce a result inconsistent with past estimates. We believe that we have established appropriate reserves for estimated exposures; however, if actual results differ materially from our estimates we could experience a material adverse effect on our financial condition, results of operations and cash flows.

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

 

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Our ability to service our indebtedness, to refinance our indebtedness or to fund our other liquidity needs is subject to various risks. Our ability to make scheduled payments on and to refinance our indebtedness depends on and is subject to our financial and operating performance, which in turn is affected by general and regional economic, financial, competitive, business and other factors, including the availability of financing in the banking and capital markets as well as the other risks described herein. In particular, demand for our products correlates to a significant degree to the level of residential construction activity in North America, which historically has been characterized by significant cyclicality. According to the U.S. Census Bureau, single-family and multi-family housing starts for the first quarter of 2010 were approximately 17% higher than the same period in 2009 however housing starts remained below “normal” levels. This reduced level of building was caused, in part, by an increase in the inventory of homes for sale, a more restrictive mortgage market and a slowing economy. Although home building activity has improved in recent months, there can be no assurance that such improvement will continue at recent rates or at all. We have experienced significant losses from operations and significant net cash used in operating activities in recent periods, and any further improvement in our operating performance is subject to continuing improvement in the factors referred to above. Accordingly, we cannot assure you that our business will generate sufficient cash flows from operations or that future borrowings will be available to us in an amount sufficient to enable us to service our debt, to refinance our debt or to fund our other liquidity needs. If we are unable to service our debt obligations or to fund our other liquidity needs, we could be forced to curtail our operations, reorganize our capital structure or liquidate some or all of our assets in a manner that could cause the holders of our securities to experience a partial or total loss of their investment in us.

We have not independently verified the results of third-party research or confirmed assumptions or judgments upon which it may be based, and the forecasted and other forward-looking information contained therein is subject to inherent uncertainties. We refer in this report and other documents that we file with the SEC to historical, forecasted and other forward-looking information published by sources such as RISI , Random Lengths and the U.S. Census Bureau that we believe to be reliable. However, we have not independently verified this information and, with respect to the forecasted and forward-looking information, have not independently confirmed the assumptions and judgments upon which it is based. Forecasted and other forward looking information is necessarily based on assumptions regarding future occurrences, events, conditions and circumstances and subjective judgments relating to various matters, and is subject to inherent uncertainties. Actual results may differ materially from the results expressed or implied by, or based upon, such forecasted and forward-looking information.

 

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

None.

 

Item 3. Defaults Upon Senior Securities

None.

 

Item 4. Other Information

LP held its annual meeting on May 6, 2010, at which the stockholders of LP voted on the following:

The election of three Class III directors for LP with terms expiring at the Annual Meeting of Stockholders in 2012 and ratification of independent auditors.

 

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The voting with respect to each of these matters was as follows:

1. ELECTION OF DIRECTORS

 

Director    For    Withheld
Lizanne C. Gottung    78,970,413    9,263,276
Dustin E. McCoy    78,020,602    10,213,087
Colin D. Watson    72,861,829    15,371,860

2. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

 

         FOR    AGAINST    ABSTAIN
  SHARES    103,583,591    503,390    80,500

 

Item 5. Exhibits

 

    3.2    Bylaws of LP, as amended and restated effective February 4, 2010.
  10.1    Second Amendment of the Loan and Security Agreement, dated January 29, 2010, among the Company, and its subsidiaries, GreenStone Industries, Inc., Ketchikan Pulp Company, Louisiana-Pacific International, Inc., LPS Corporation, 3047525 Nova Scotia Company, 3047526 Nova Scotia Company, Louisiana-Pacific Limited Partnership, Louisiana-Pacific Canada Ltd., Louisiana-Pacific (OSB) Ltd., Louisiana-Pacific Canada Pulp Co. and Louisiana-Pacific Canada Sales ULC and Bank of America, N.A. Incorporated herein to Exhibit 10.1© to LP’s Annual Report on Form 10-K for the year ended December 31, 2009.
  10.7    1992 Non-employee Director Stock Option Plan (as amended and restated as of May 7, 2010).
  10.8    2000 Non-employee Director Restricted Stock Plan (as amended and restated as of May 7, 2010).
  31.1    Certification of Chief Executive Officer Pursuant to Rule 13a-14(a).
  31.2    Certification of Chief Financial Officer Pursuant to Rule 13a-14(a).
  32.1    Certifications pursuant to § 906 of the Sarbanes-Oxley Act of 2002.

LP hereby agrees to furnish supplementally to the SEC upon its request any schedules and similar documents omitted pursuant to Item 601(b)(2) of Regulation S-K and any instruments omitted pursuant to Item 601 (b)(4)(iii) of Regulation S-K.

 

39


SIGNATURES

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

 

    LOUISIANA-PACIFIC CORPORATION
Date: May 10, 2010     BY:   RICHARD W. FROST
      Richard W. Frost
      Chief Executive Officer
Date: May 10, 2010     BY:   CURTIS M. STEVENS
      Curtis M. Stevens
      Executive Vice President Administration and Chief Financial Officer
      (Principal Financial Officer)

 

40

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