|
For the fiscal year ended
|
|
Commission File Number
|
December 31, 2015
|
|
1-7107
|
Delaware
|
|
93-0609074
|
(State of Incorporation)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
414 Union Street, Suite 2000
Nashville, TN 37219
|
|
615-986-5600
|
(Address of principal executive offices)
|
|
Registrant’s telephone number
(including area code)
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
Common Stock, $1 par value
|
|
New York Stock Exchange
|
Preferred Stock Purchase Rights
|
|
New York Stock Exchange
|
|
•
|
changes in governmental fiscal and monetary policies and levels of employment;
|
•
|
changes in general economic conditions;
|
•
|
changes in the cost and availability of capital;
|
•
|
changes in the level of home construction and repair activity;
|
•
|
changes in competitive conditions and prices for our products;
|
•
|
changes in the relationship between supply of and demand for building products;
|
•
|
changes in the relationship between supply of and demand for raw materials, including wood fiber and resins, used in manufacturing our products;
|
•
|
changes in the cost of and availability of energy, primarily natural gas, electricity and diesel fuel;
|
•
|
changes in the cost of and availability of transportation;
|
•
|
changes in other significant operating expenses;
|
•
|
changes in exchange rates between the U.S. dollar and other currencies, particularly the Canadian dollar, Australian dollar, Euro, Brazilian
real
and the Chilean
peso
;
|
•
|
changes in general and industry-specific environmental laws and regulations;
|
•
|
changes in tax laws, and interpretations thereof;
|
•
|
changes in circumstances giving rise to environmental liabilities or expenditures;
|
•
|
the resolution of existing and future product-related litigation and other legal proceedings;
|
•
|
governmental gridlock and curtailment of government services and spending; and
|
•
|
acts of public authorities, war, civil unrest, natural disasters, fire, floods, earthquakes, inclement weather and other matters beyond our control.
|
•
|
Wholesale distribution companies, which supply building materials to retailers on a regional, state or local basis;
|
•
|
Two-step distributors, who provide building materials to smaller retailers, contractors and others;
|
•
|
Building materials professional dealers, that specialize in sales to professional builders, remodeling firms and trade contractors that are involved in residential home construction and light commercial building;
|
•
|
Retail home centers, that provide access to consumer markets with a broad selection of home improvement materials and increasingly serve professional builders, remodelers and trade contractors; and
|
•
|
Shed producers, who design, construct and distribute prefabricated residential and light commercial structures, including fully manufactured, modular and panelized structures, for consumer and professional markets.
|
|
2015
|
|
2014
|
|
2013
|
||||||
PRODUCTION VOLUMES
(1)
|
|
|
|
|
|
||||||
OSB,
3
/
8
” basis, million square feet
(2)
|
4,170
|
|
|
4,294
|
|
|
4,096
|
|
|||
South America OSB, thousand cubic meters
|
458
|
|
|
485
|
|
|
458
|
|
|||
Wood-based siding,
3
/
8
” basis, million square feet
|
1,111
|
|
|
1,103
|
|
|
1,011
|
|
|||
Engineered I-joists, million lineal feet
|
77
|
|
|
76
|
|
|
74
|
|
|||
Laminated veneer lumber and laminated strand lumber, thousand cubic feet
|
9,502
|
|
|
9,015
|
|
|
7,783
|
|
|||
COMMODITY PRODUCT PRICE TRENDS
(3)
|
|
|
|
|
|
||||||
OSB, MSF,
7
/
16
” span rating (North Central price)
|
$
|
208
|
|
|
$
|
218
|
|
|
$
|
315
|
|
OSB, MSF,
7
/
16
” span rating (Western Canada price)
|
$
|
168
|
|
|
$
|
197
|
|
|
$
|
300
|
|
OSB, MSF,
7
/
16
” span rating (Southwest price)
|
$
|
199
|
|
|
$
|
208
|
|
|
$
|
293
|
|
% LOGS BY SOURCES
(4)
|
|
|
|
|
|
||||||
Private cutting contracts
|
4
|
%
|
|
4
|
%
|
|
6
|
%
|
|||
Government contracts
|
19
|
%
|
|
20
|
%
|
|
29
|
%
|
|||
Purchased logs
|
77
|
%
|
|
76
|
%
|
|
65
|
%
|
(1)
|
Includes purchases of products from joint ventures or purchased under contract manufacturing arrangements.
|
(2)
|
Includes production at both our commodity and specialty mills in North America.
|
(3)
|
Prices represent yearly averages stated in dollars per thousand square feet (MSF). Source:
Random Lengths
.
|
(4)
|
Stated as a percentage of total log volume.
|
ITEM 1A.
|
Risk Factors
|
ITEM 1B.
|
Unresolved Staff Comments
|
|
Square feet
in millions
|
|
Carthage, TX
|
500
|
|
Chambord, Quebec, Canada
1
|
470
|
|
Dawson Creek, BC, Canada
|
380
|
|
Ft. St. John, British Columbia, Canada
|
820
|
|
Hanceville, AL
|
410
|
|
Jasper, TX
|
475
|
|
Maniwaki, Quebec, Canada
|
650
|
|
Roxboro, NC
|
500
|
|
Sagola, MI
|
410
|
|
Thomasville, AL
|
750
|
|
|
Square feet
in millions
|
|
Newberry, MI
|
150
|
|
Hayward, WI
2
|
475
|
|
Tomahawk, WI
|
230
|
|
Two Harbors, MN
|
190
|
|
Roaring River, NC
|
300
|
|
East River, Nova Scotia, Canada
|
100
|
|
Swan Valley, Manitoba, Canada
3
|
350
|
|
|
Lineal feet
in millions
|
|
Red Bluff, CA
|
80
|
|
|
Cubic feet
in thousands
|
|
Golden, BC, Canada
|
4,800
|
|
Wilmington, NC
|
4,600
|
|
|
Cubic feet
in thousands
|
|
Houlton, ME
2
|
7,000
|
|
|
Square feet
in millions
|
|
Panguipulli, Chile
|
130
|
|
Lautaro, Chile
|
160
|
|
Ponta Grossa, Brazil
|
390
|
|
1
|
Facility indefinitely curtailed as of
December 31, 2015
.
|
2
|
The Hayward, WI siding and Houlton, ME LSL facilities can produce commodity OSB when market conditions warrant.
|
3
|
In addition to the plants described, our 50/50 joint venture with Resolute Forest Products owns and operates a plant in St. Prime, Quebec, Canada and a plant in La Rouche, Quebec, Canada. The combined annual production capacity of these facilities is 140 million lineal feet.
|
Location
|
Acres
|
|
British Columbia
|
20,700,000
|
|
Manitoba
|
8,900,000
|
|
Nova Scotia
|
600,000
|
|
Quebec
|
7,500,000
|
|
Total timberlands under license agreements in Canada
|
37,700,000
|
|
ITEM 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
1ST QTR
|
|
2ND QTR
|
|
3RD QTR
|
|
4TH QTR
|
||||||||
HIGH AND LOW STOCK PRICES
|
|
|
|
|
|
|
|
||||||||
2015 High
|
$
|
17.76
|
|
|
$
|
18.64
|
|
|
$
|
17.54
|
|
|
$
|
18.97
|
|
Low
|
$
|
15.22
|
|
|
$
|
14.88
|
|
|
$
|
13.94
|
|
|
$
|
14.04
|
|
2014 High
|
$
|
18.88
|
|
|
$
|
17.55
|
|
|
$
|
15.45
|
|
|
$
|
17.66
|
|
Low
|
$
|
15.85
|
|
|
$
|
13.73
|
|
|
$
|
12.71
|
|
|
$
|
12.46
|
|
|
Dec-10
|
|
Dec-11
|
|
Dec-12
|
|
Dec-13
|
|
Dec-14
|
|
Dec-15
|
||||||||||||
LOUISIANA-PACIFIC CORPORATION
|
$
|
100
|
|
|
$
|
85
|
|
|
$
|
204
|
|
|
$
|
196
|
|
|
$
|
175
|
|
|
$
|
190
|
|
S&P 500 INDEX
|
$
|
100
|
|
|
$
|
102
|
|
|
$
|
118
|
|
|
$
|
157
|
|
|
$
|
178
|
|
|
$
|
181
|
|
PAPER & FOREST PRODUCTS
|
$
|
100
|
|
|
$
|
100
|
|
|
$
|
100
|
|
|
$
|
100
|
|
|
$
|
100
|
|
|
$
|
100
|
|
Dollar amounts in millions, except per share
|
2015
(1)
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Year ended December 31
|
|
|
|
|
|||||||||||||||
SUMMARY INCOME STATEMENT DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,892.5
|
|
|
$
|
1,934.8
|
|
|
$
|
2,085.2
|
|
|
$
|
1,691.2
|
|
|
$
|
1,328.7
|
|
Income (loss) from continuing operations
|
(86.0
|
)
|
|
(73.4
|
)
|
|
177.4
|
|
|
29.5
|
|
|
(175.5
|
)
|
|||||
Loss from discontinued operations
|
(2.1
|
)
|
|
(2.0
|
)
|
|
(0.3
|
)
|
|
(0.7
|
)
|
|
(5.6
|
)
|
|||||
Net income (loss)
|
(88.1
|
)
|
|
(75.4
|
)
|
|
177.1
|
|
|
28.8
|
|
|
(181.1
|
)
|
|||||
Net income (loss) attributed to Louisiana-Pacific Corporation
|
(88.1
|
)
|
|
(75.4
|
)
|
|
177.1
|
|
|
28.8
|
|
|
(181.3
|
)
|
|||||
Income (loss) from continuing operations per share—basic
|
$
|
(0.60
|
)
|
|
$
|
(0.52
|
)
|
|
$
|
1.27
|
|
|
$
|
0.22
|
|
|
$
|
(1.32
|
)
|
Net income (loss) per share—basic
|
$
|
(0.62
|
)
|
|
$
|
(0.53
|
)
|
|
$
|
1.27
|
|
|
$
|
0.21
|
|
|
$
|
(1.36
|
)
|
Income (loss) from continuing operations per share—diluted
|
$
|
(0.60
|
)
|
|
$
|
(0.52
|
)
|
|
$
|
1.23
|
|
|
$
|
0.20
|
|
|
$
|
(1.32
|
)
|
Net income (loss) per share—diluted
|
$
|
(0.62
|
)
|
|
$
|
(0.53
|
)
|
|
$
|
1.23
|
|
|
$
|
0.20
|
|
|
$
|
(1.36
|
)
|
Average shares of common stock outstanding (millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
142.4
|
|
|
141.1
|
|
|
139.6
|
|
|
137.1
|
|
|
133.2
|
|
|||||
Diluted
|
142.4
|
|
|
141.1
|
|
|
144.3
|
|
|
142.6
|
|
|
133.2
|
|
|||||
Cash dividends declared per common share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
SUMMARY BALANCE SHEET INFORMATION
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
2,176.3
|
|
|
$
|
2,348.8
|
|
|
$
|
2,487.6
|
|
|
$
|
2,323.7
|
|
|
$
|
2,133.4
|
|
Long-term debt, excluding current portion
|
$
|
751.8
|
|
|
$
|
754.8
|
|
|
$
|
757.0
|
|
|
$
|
775.4
|
|
|
$
|
709.4
|
|
Contingency reserves, excluding current portion
|
$
|
15.5
|
|
|
$
|
12.2
|
|
|
$
|
13.3
|
|
|
$
|
12.8
|
|
|
$
|
17.2
|
|
Stockholders’ equity
|
$
|
1,017.0
|
|
|
$
|
1,115.8
|
|
|
$
|
1,226.3
|
|
|
$
|
1,033.8
|
|
|
$
|
1,000.9
|
|
Year Ended December 31, 2015 (Dollar amounts in millions)
|
OSB
|
|
Siding
|
|
EWP
|
|
South America
|
|
Other
|
|
Corporate
|
|
Total
|
||||||||||||||
Sales
|
$
|
807.5
|
|
|
$
|
636.4
|
|
|
$
|
286.1
|
|
|
$
|
134.9
|
|
|
$
|
29.0
|
|
|
$
|
(1.4
|
)
|
|
$
|
1,892.5
|
|
Depreciation and amortization
|
57.0
|
|
|
19.7
|
|
|
12.6
|
|
|
7.9
|
|
|
1.8
|
|
|
2.9
|
|
|
101.9
|
|
|||||||
Cost of sales and selling and administrative
|
796.8
|
|
|
523.5
|
|
|
286.8
|
|
|
117.2
|
|
|
30.0
|
|
|
81.2
|
|
|
1,835.5
|
|
|||||||
Loss on sales of and impairments of long-lived assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
|
2.1
|
|
|||||||
Other operating credits and charges, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.3
|
|
|
16.3
|
|
|||||||
Total operating costs
|
853.8
|
|
|
543.2
|
|
|
299.4
|
|
|
125.1
|
|
|
31.8
|
|
|
102.5
|
|
|
1,955.8
|
|
|||||||
Income (loss) from operations
|
(46.3
|
)
|
|
93.2
|
|
|
(13.3
|
)
|
|
9.8
|
|
|
(2.8
|
)
|
|
(103.9
|
)
|
|
(63.3
|
)
|
|||||||
Total non-operating expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32.1
|
)
|
|
(32.1
|
)
|
|||||||
Income (loss) before income taxes and equity in (income) loss of unconsolidated affiliates
|
(46.3
|
)
|
|
93.2
|
|
|
(13.3
|
)
|
|
9.8
|
|
|
(2.8
|
)
|
|
(136.0
|
)
|
|
(95.4
|
)
|
|||||||
Benefit for income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.7
|
)
|
|
(2.7
|
)
|
|||||||
Equity in (income) loss of unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(6.0
|
)
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
(6.7
|
)
|
|||||||
Income (loss) from continuing operations
|
$
|
(46.3
|
)
|
|
$
|
93.2
|
|
|
$
|
(7.3
|
)
|
|
$
|
9.8
|
|
|
$
|
(2.8
|
)
|
|
$
|
(132.6
|
)
|
|
$
|
(86.0
|
)
|
Reconciliation of income (loss) from continuing operations to EBITDA from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income (loss) from continuing operations
|
$
|
(46.3
|
)
|
|
$
|
93.2
|
|
|
$
|
(7.3
|
)
|
|
$
|
9.8
|
|
|
$
|
(2.8
|
)
|
|
$
|
(132.6
|
)
|
|
$
|
(86.0
|
)
|
Benefit for income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.7
|
)
|
|
$
|
(2.7
|
)
|
||||||
Interest expense, net of capitalized interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31.2
|
|
|
$
|
31.2
|
|
||||||
Depreciation and amortization
|
57.0
|
|
|
19.7
|
|
|
12.6
|
|
|
7.9
|
|
|
1.8
|
|
|
2.9
|
|
|
$
|
101.9
|
|
||||||
EBITDA from continuing operations
|
10.7
|
|
|
112.9
|
|
|
5.3
|
|
|
17.7
|
|
|
(1.0
|
)
|
|
(101.2
|
)
|
|
44.4
|
|
|||||||
Stock based compensation expense
|
1.0
|
|
|
0.8
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
7.0
|
|
|
9.3
|
|
|||||||
Loss on sales of and impairments of long-lived assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
|
2.1
|
|
|||||||
Other operating credits and charges, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.3
|
|
|
16.3
|
|
|||||||
Other operating credit and charges, associated with JVs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
(0.7
|
)
|
|||||||
Investment income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.4
|
)
|
|
(4.4
|
)
|
|||||||
Adjusted EBITDA from continuing operations
|
$
|
11.7
|
|
|
$
|
113.7
|
|
|
$
|
5.8
|
|
|
$
|
17.7
|
|
|
$
|
(1.0
|
)
|
|
$
|
(80.9
|
)
|
|
$
|
67.0
|
|
Year Ended December 31, 2014 (Dollar amounts in millions)
|
OSB
|
|
Siding
|
|
EWP
|
|
South America
|
|
Other
|
|
Corporate
|
|
Total
|
||||||||||||||
Sales
|
$
|
855.2
|
|
|
$
|
617.3
|
|
|
$
|
281.0
|
|
|
$
|
150.4
|
|
|
$
|
32.8
|
|
|
$
|
(1.9
|
)
|
|
$
|
1,934.8
|
|
Depreciation and amortization
|
56.1
|
|
|
17.4
|
|
|
13.7
|
|
|
9.1
|
|
|
1.1
|
|
|
3.3
|
|
|
100.7
|
|
|||||||
Cost of sales and selling and administrative
|
851.7
|
|
|
520.1
|
|
|
284.7
|
|
|
130.0
|
|
|
35.2
|
|
|
85.6
|
|
|
1,907.3
|
|
|||||||
(Gain) on sales of and impairments of long-lived assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.1
|
)
|
|
(3.1
|
)
|
|||||||
Other operating credits and charges, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.5
|
|
|
7.5
|
|
|||||||
Total operating costs
|
907.8
|
|
|
537.5
|
|
|
298.4
|
|
|
139.1
|
|
|
36.3
|
|
|
93.3
|
|
|
2,012.4
|
|
|||||||
Income (loss) from operations
|
(52.6
|
)
|
|
79.8
|
|
|
(17.4
|
)
|
|
11.3
|
|
|
(3.5
|
)
|
|
(95.2
|
)
|
|
(77.6
|
)
|
|||||||
Total non-operating expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27.4
|
)
|
|
(27.4
|
)
|
|||||||
Income (loss) before income taxes and equity in (income) loss of unconsolidated affiliates
|
(52.6
|
)
|
|
79.8
|
|
|
(17.4
|
)
|
|
11.3
|
|
|
(3.5
|
)
|
|
(122.6
|
)
|
|
(105.0
|
)
|
|||||||
Benefit for income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27.2
|
)
|
|
(27.2
|
)
|
|||||||
Equity in (income) loss of unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
(4.4
|
)
|
|||||||
Income (loss) from continuing operations
|
$
|
(52.6
|
)
|
|
$
|
79.8
|
|
|
$
|
(14.0
|
)
|
|
$
|
11.3
|
|
|
$
|
(3.5
|
)
|
|
$
|
(94.4
|
)
|
|
$
|
(73.4
|
)
|
Reconciliation of income (loss) from continuing operations to adjusted EBITDA from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income (loss) from continuing operations
|
$
|
(52.6
|
)
|
|
$
|
79.8
|
|
|
$
|
(14.0
|
)
|
|
$
|
11.3
|
|
|
$
|
(3.5
|
)
|
|
$
|
(94.4
|
)
|
|
$
|
(73.4
|
)
|
Benefit for income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27.2
|
)
|
|
(27.2
|
)
|
|||||||
Interest expense, net of capitalized interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29.8
|
|
|
29.8
|
|
|||||||
Depreciation and amortization
|
56.1
|
|
|
17.4
|
|
|
13.7
|
|
|
9.1
|
|
|
1.1
|
|
|
3.3
|
|
|
100.7
|
|
|||||||
EBITDA from continuing operations
|
3.5
|
|
|
97.2
|
|
|
(0.3
|
)
|
|
20.4
|
|
|
(2.4
|
)
|
|
(88.5
|
)
|
|
29.9
|
|
|||||||
Stock based compensation expense
|
0.9
|
|
|
0.7
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
7.3
|
|
|
9.4
|
|
|||||||
(Gain) on sales of and impairments of long-lived assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.1
|
)
|
|
(3.1
|
)
|
|||||||
Other operating credits and charges, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.5
|
|
|
7.5
|
|
|||||||
Other operating credit and charges, associated with JVs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
(1.0
|
)
|
|||||||
Expenses associated with proposed acquisition of Ainsworth Lumber Co. Ltd.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.8
|
|
|
6.8
|
|
|||||||
Investment income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.5
|
)
|
|
(5.5
|
)
|
|||||||
Depreciation included in equity in loss of unconsolidated affiliates
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||||
Adjusted EBITDA from continuing operations
|
$
|
4.4
|
|
|
$
|
97.9
|
|
|
$
|
0.3
|
|
|
$
|
20.4
|
|
|
$
|
(2.4
|
)
|
|
$
|
(76.5
|
)
|
|
$
|
44.1
|
|
Year Ended December 31, 2013 (Dollar amounts in millions)
|
OSB
|
|
Siding
|
|
EWP
|
|
South America
|
|
Other
|
|
Corporate
|
|
Total
|
||||||||||||||
Sales
|
$
|
1,068.1
|
|
|
$
|
573.8
|
|
|
$
|
250.4
|
|
|
$
|
171.5
|
|
|
$
|
30.6
|
|
|
$
|
(9.2
|
)
|
|
$
|
2,085.2
|
|
Depreciation and amortization
|
49.9
|
|
|
16.4
|
|
|
11.4
|
|
|
10.5
|
|
|
1.3
|
|
|
1.8
|
|
|
91.3
|
|
|||||||
Cost of sales and selling and administrative
|
803.3
|
|
|
471.6
|
|
|
252.6
|
|
|
141.0
|
|
|
32.9
|
|
|
85.7
|
|
|
1,787.1
|
|
|||||||
Loss on sales of and impairments of long-lived assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|||||||
Other operating credits and charges, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
|
3.8
|
|
|||||||
Total operating costs
|
853.2
|
|
|
488.0
|
|
|
264.0
|
|
|
151.5
|
|
|
34.2
|
|
|
91.5
|
|
|
1,882.4
|
|
|||||||
Income (loss) from operations
|
214.9
|
|
|
85.8
|
|
|
(13.6
|
)
|
|
20.0
|
|
|
(3.6
|
)
|
|
(100.7
|
)
|
|
202.8
|
|
|||||||
Total non-operating expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
|
3.8
|
|
|||||||
Income (loss) before income taxes and equity in loss of unconsolidated affiliates
|
214.9
|
|
|
85.8
|
|
|
(13.6
|
)
|
|
20.0
|
|
|
(3.6
|
)
|
|
(96.9
|
)
|
|
206.6
|
|
|||||||
Provision for income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41.1
|
|
|
41.1
|
|
|||||||
Equity in loss of unconsolidated affiliates
|
(15.4
|
)
|
|
|
|
1.0
|
|
|
|
|
2.5
|
|
|
|
|
(11.9
|
)
|
||||||||||
Income (loss) from continuing operations
|
$
|
230.3
|
|
|
$
|
85.8
|
|
|
$
|
(14.6
|
)
|
|
$
|
20.0
|
|
|
$
|
(6.1
|
)
|
|
$
|
(138.0
|
)
|
|
$
|
177.4
|
|
Reconciliation of income (loss) from continuing operations to adjusted EBITDA from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income (loss) from continuing operations
|
$
|
230.3
|
|
|
$
|
85.8
|
|
|
$
|
(14.6
|
)
|
|
$
|
20.0
|
|
|
$
|
(6.1
|
)
|
|
$
|
(138.0
|
)
|
|
$
|
177.4
|
|
Provision for income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41.1
|
|
|
41.1
|
|
|||||||
Interest expense, net of capitalized interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36.0
|
|
|
36.0
|
|
|||||||
Depreciation and amortization
|
49.9
|
|
|
16.4
|
|
|
11.4
|
|
|
10.5
|
|
|
1.3
|
|
|
1.8
|
|
|
91.3
|
|
|||||||
EBITDA from continuing operations
|
$
|
280.2
|
|
|
$
|
102.2
|
|
|
$
|
(3.2
|
)
|
|
$
|
30.5
|
|
|
$
|
(4.8
|
)
|
|
$
|
(59.1
|
)
|
|
$
|
345.8
|
|
Stock based compensation expense
|
1.0
|
|
|
0.6
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
6.6
|
|
|
8.8
|
|
|||||||
Loss on sales of and impairments of long-lived assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|||||||
Other operating credits and charges, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
|
3.8
|
|
|||||||
Other operating credit and charges, associated with JVs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|
2.7
|
|
|||||||
Gain on acquisition
|
|
|
|
|
|
|
|
|
|
|
(35.9
|
)
|
|
(35.9
|
)
|
||||||||||||
Gain on sale of JV
|
|
|
|
|
|
|
|
|
|
|
(1.2
|
)
|
|
(1.2
|
)
|
||||||||||||
Expense associated with proposed acquisition of Ainsworth Lumber Co. Ltd
|
|
|
|
|
|
|
|
|
|
|
7.6
|
|
|
7.6
|
|
||||||||||||
Investment income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.3
|
)
|
|
(10.3
|
)
|
|||||||
Early debt extinguishment
|
|
|
|
|
|
|
|
|
|
|
2.3
|
|
|
2.3
|
|
||||||||||||
Depreciation included in equity in loss of unconsolidated affiliates
|
3.4
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
2.8
|
|
|
—
|
|
|
6.4
|
|
|||||||
Adjusted EBITDA from continuing operations
|
$
|
284.6
|
|
|
$
|
102.8
|
|
|
$
|
(2.4
|
)
|
|
$
|
30.5
|
|
|
$
|
(2.0
|
)
|
|
$
|
(83.3
|
)
|
|
$
|
330.2
|
|
Dollar amounts in millions
|
|
|
|
|
|
|
Increase (decrease)
|
||||||||||
Year ended December 31,
|
2015
|
|
2014
|
|
2013
|
|
2015 - 2014
|
|
2014 - 2013
|
||||||||
Sales
|
$
|
807.5
|
|
|
$
|
855.2
|
|
|
$
|
1,068.1
|
|
|
(6
|
)%
|
|
(20
|
)%
|
Operating profits (losses)
|
$
|
(46.3
|
)
|
|
$
|
(52.6
|
)
|
|
$
|
230.3
|
|
|
(12
|
)%
|
|
NM
|
|
Adjusted EBITDA from continuing operations
|
$
|
11.7
|
|
|
$
|
4.4
|
|
|
$
|
284.6
|
|
|
166
|
%
|
|
(98
|
)%
|
|
2015 versus 2014
|
|
2014 versus 2013
|
||||||||
|
Average Net
Selling Price
|
|
Unit
Shipments
|
|
Average Net
Selling Price
|
|
Unit
Shipments
|
||||
OSB
|
(7
|
)%
|
|
2
|
%
|
|
(26
|
)%
|
|
7
|
%
|
Dollar amounts in millions
|
|
|
|
|
|
|
Increase (decrease)
|
||||||||||
Year ended December 31,
|
2015
|
|
2014
|
|
2013
|
|
2015 - 2014
|
|
2014 - 2013
|
||||||||
Sales
|
$
|
636.4
|
|
|
$
|
617.3
|
|
|
$
|
573.8
|
|
|
3
|
%
|
|
8
|
%
|
Operating profits
|
$
|
93.2
|
|
|
$
|
79.8
|
|
|
$
|
85.8
|
|
|
17
|
%
|
|
(7
|
)%
|
Adjusted EBITDA from continuing operations
|
$
|
113.7
|
|
|
$
|
97.9
|
|
|
$
|
102.8
|
|
|
16
|
%
|
|
(5
|
)%
|
Dollar amount in millions
|
|
|
|
|
|
|
Increase (decrease)
|
||||||||||
Year ended December 31,
|
2015
|
|
2014
|
|
2013
|
|
2015 - 2014
|
|
2014 - 2013
|
||||||||
SmartSide
®
siding
|
$
|
572.6
|
|
|
$
|
549.0
|
|
|
$
|
460.0
|
|
|
4
|
%
|
|
19
|
%
|
Commodity OSB
|
13.5
|
|
|
10.7
|
|
|
52.8
|
|
|
26
|
%
|
|
(80
|
)%
|
|||
CanExel siding and other hardboard related products
|
39.6
|
|
|
48.5
|
|
|
52.8
|
|
|
(18
|
)%
|
|
(8
|
)%
|
|||
Other
|
10.7
|
|
|
9.1
|
|
|
8.2
|
|
|
18
|
%
|
|
11
|
%
|
|||
Total
|
$
|
636.4
|
|
|
$
|
617.3
|
|
|
$
|
573.8
|
|
|
|
|
|
|
2015 versus 2014
|
|
2014 versus 2013
|
||||||||
|
Average Net
Selling Price
|
|
Unit
Shipments
|
|
Average Net
Selling Price
|
|
Unit
Shipments
|
||||
SmartSide
®
siding
|
5
|
%
|
|
(2
|
)%
|
|
4
|
%
|
|
13
|
%
|
Commodity OSB
|
(11
|
)%
|
|
72
|
%
|
|
(26
|
)%
|
|
(73
|
)%
|
CanExel siding
|
(7
|
)%
|
|
(13
|
)%
|
|
(3
|
)%
|
|
4
|
%
|
Dollar amount in millions
|
|
|
|
|
|
|
Increase (decrease)
|
||||||||||
Year ended December 31,
|
2015
|
|
2014
|
|
2013
|
|
2015- 2014
|
|
2014 - 2013
|
||||||||
Sales
|
$
|
286.1
|
|
|
$
|
281.0
|
|
|
$
|
250.4
|
|
|
2
|
%
|
|
12
|
%
|
Operating losses
|
$
|
(7.3
|
)
|
|
$
|
(14.0
|
)
|
|
$
|
(14.6
|
)
|
|
48
|
%
|
|
4
|
%
|
Adjusted EBITDA from continuing operations
|
$
|
5.8
|
|
|
$
|
0.3
|
|
|
$
|
(2.4
|
)
|
|
1,833
|
%
|
|
NM
|
Dollar amount in millions
|
|
|
|
|
|
|
Increase (decrease)
|
||||||||||
Year ended December 31,
|
2015
|
|
2014
|
|
2013
|
|
2015 - 2014
|
|
2014 - 2013
|
||||||||
LVL / LSL
|
$
|
152.8
|
|
|
$
|
139.2
|
|
|
$
|
126.2
|
|
|
10
|
%
|
|
10
|
%
|
I-joist
|
100.8
|
|
|
97.2
|
|
|
89.7
|
|
|
4
|
%
|
|
8
|
%
|
|||
OSB
|
9.7
|
|
|
6.9
|
|
|
1.2
|
|
|
41
|
%
|
|
475
|
%
|
|||
Related products
|
22.8
|
|
|
37.7
|
|
|
33.3
|
|
|
(40
|
)%
|
|
13
|
%
|
|||
Total
|
$
|
286.1
|
|
|
$
|
281.0
|
|
|
$
|
250.4
|
|
|
|
|
|
|
2015 versus 2014
|
|
2014 versus 2013
|
||||||||
|
Average Net
Selling Price
|
|
Unit
Shipments
|
|
Average Net
Selling Price
|
|
Unit
Shipments
|
||||
LVL/LSL
|
4
|
%
|
|
9
|
%
|
|
2
|
%
|
|
9
|
%
|
I-joist
|
6
|
%
|
|
1
|
%
|
|
4
|
%
|
|
6
|
%
|
OSB
|
55
|
%
|
|
(8
|
)%
|
|
(100
|
)%
|
|
—
|
%
|
Dollar amount in millions
|
|
|
|
|
|
|
Increase (decrease)
|
||||||||||
Year ended December 31,
|
2015
|
|
2014
|
|
2013
|
|
2015 – 2014
|
|
2014 – 2013
|
||||||||
Sales
|
$
|
134.9
|
|
|
$
|
150.4
|
|
|
$
|
171.5
|
|
|
(10
|
)%
|
|
(12
|
)%
|
Operating profits
|
$
|
9.8
|
|
|
$
|
11.3
|
|
|
$
|
20.0
|
|
|
(13
|
)%
|
|
(44
|
)%
|
Adjusted EBITDA from continuing operations
|
$
|
17.7
|
|
|
$
|
20.4
|
|
|
$
|
30.5
|
|
|
(13
|
)%
|
|
(33
|
)%
|
Dollar amount in millions
|
|
|
|
|
|
|
Increase (decrease)
|
||||||||||
Year ended December 31,
|
2015
|
|
2014
|
|
2013
|
|
2015 – 2014
|
|
2014 – 2013
|
||||||||
Chile
|
$
|
91.5
|
|
|
$
|
88.6
|
|
|
$
|
111.9
|
|
|
3
|
%
|
|
(21
|
)%
|
Brazil
|
43.4
|
|
|
61.8
|
|
|
59.6
|
|
|
(30
|
)%
|
|
4
|
%
|
|||
Total
|
$
|
134.9
|
|
|
$
|
150.4
|
|
|
$
|
171.5
|
|
|
|
|
|
|
2015 versus 2014
|
|
2014 versus 2013
|
||||||||
|
Average Net
Selling Price
|
|
Unit
Shipments
|
|
Average Net
Selling Price
|
|
Unit
Shipments
|
||||
Chile
|
(11
|
)%
|
|
17
|
%
|
|
(15
|
)%
|
|
(7
|
)%
|
Brazil
|
(22
|
)%
|
|
(8
|
)%
|
|
1
|
%
|
|
2
|
%
|
Dollar amount in millions
|
|
|
|
|
|
|
Increase (decrease)
|
||||||||||
Year ended December 31,
|
2015
|
|
2014
|
|
2013
|
|
2015 – 2014
|
|
2014 – 2013
|
||||||||
Sales
|
$
|
29.0
|
|
|
$
|
32.8
|
|
|
$
|
30.6
|
|
|
(12
|
)%
|
|
7
|
%
|
Operating losses
|
$
|
(2.8
|
)
|
|
$
|
(3.5
|
)
|
|
$
|
(6.1
|
)
|
|
20
|
%
|
|
43
|
%
|
Adjusted EBITDA from continuing operations
|
$
|
(1.0
|
)
|
|
$
|
(2.4
|
)
|
|
$
|
(2.0
|
)
|
|
58
|
%
|
|
(20
|
)%
|
Dollars in millions
|
|
||
Increase in annual costs for 2016:
|
|
||
Discount rate
|
$
|
0.3
|
|
Expected long-term rate of return
|
$
|
1.2
|
|
Increase in projected benefit obligation:
|
|
||
Discount rate
|
$
|
18.0
|
|
Dollars amounts in millions
|
Payments due by period
|
||||||||||||||||||
Contractual obligations
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
||||||||||
Long-term debt
|
$
|
2.1
|
|
|
$
|
6.4
|
|
|
$
|
395.0
|
|
|
$
|
4.3
|
|
|
$
|
350.0
|
|
Interest payments on long-term debt
1
|
30.1
|
|
|
30
|
|
|
27.5
|
|
|
26.4
|
|
|
13.6
|
|
|||||
Operating leases
|
5.0
|
|
|
4.6
|
|
|
3.2
|
|
|
2.1
|
|
|
1.9
|
|
|||||
Other long-term obligations
2
|
4.6
|
|
|
3.7
|
|
|
2.5
|
|
|
1.3
|
|
|
1.3
|
|
|||||
Total contractual cash obligations
3,4
|
$
|
41.8
|
|
|
$
|
44.7
|
|
|
$
|
428.2
|
|
|
$
|
34.1
|
|
|
$
|
366.8
|
|
1
|
The estimate of interest payments assumes interest is paid through the date of maturity or expiration of the related debt based upon stated rates in the respective debt instruments.
|
2
|
Other long term obligations primarily consist of obligations related to information technology infrastructure.
|
3
|
Uncertain tax positions have been excluded from the above table as it is not reasonably possible to estimate when these may need to be paid. As of
December 31, 2015
, the amount of uncertain tax positions excluded from the above table is
$4.1 million
.
|
4
|
As of
December 31, 2015
, LP had warranty reserves of
$21.0 million
. These have been excluded from the above table as it is not reasonably possible to determine when these may need to be paid.
|
|
|||||||
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
434.7
|
|
|
$
|
532.7
|
|
Receivables, net of allowance for doubtful accounts of $1.1 million at December 31, 2015 and 2014
|
96.4
|
|
|
108.4
|
|
||
Inventories
|
222.0
|
|
|
229.8
|
|
||
Prepaid expenses and other current assets
|
7.0
|
|
|
25.0
|
|
||
Deferred income taxes
|
—
|
|
|
45.1
|
|
||
Assets held for sale
|
9.0
|
|
|
9.3
|
|
||
Total current assets
|
769.1
|
|
|
950.3
|
|
||
Timber and timberlands
|
53.1
|
|
|
67.1
|
|
||
Property, plant and equipment, at cost:
|
|
|
|
||||
Land, land improvements and logging roads, net of road amortization
|
137.0
|
|
|
136.1
|
|
||
Buildings
|
324.6
|
|
|
321.6
|
|
||
Machinery and equipment
|
1,897.4
|
|
|
1,838.8
|
|
||
Construction in progress
|
33.5
|
|
|
18.6
|
|
||
|
2,392.5
|
|
|
2,315.1
|
|
||
Accumulated depreciation
|
(1,530.1
|
)
|
|
(1,464.4
|
)
|
||
Net property, plant and equipment
|
862.4
|
|
|
850.7
|
|
||
Goodwill
|
9.7
|
|
|
9.7
|
|
||
Notes receivable from asset sales
|
432.2
|
|
|
432.2
|
|
||
Investments in and advances to affiliates
|
7.7
|
|
|
5.0
|
|
||
Restricted cash
|
14.3
|
|
|
10.4
|
|
||
Other assets
|
23.0
|
|
|
22.8
|
|
||
Long-term deferred tax asset
|
4.8
|
|
|
0.6
|
|
||
Total assets
|
$
|
2,176.3
|
|
|
$
|
2,348.8
|
|
|
|
|
|
|
Year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
$
|
1,892.5
|
|
|
$
|
1,934.8
|
|
|
$
|
2,085.2
|
|
Operating costs and expenses:
|
|
|
|
|
|
||||||
Cost of sales
|
1,682.7
|
|
|
1,757.8
|
|
|
1,636.9
|
|
|||
Depreciation and amortization
|
101.9
|
|
|
100.7
|
|
|
91.3
|
|
|||
Selling and administrative
|
152.8
|
|
|
149.5
|
|
|
150.2
|
|
|||
Loss on sale or impairment of long lived assets
|
2.1
|
|
|
(3.1
|
)
|
|
0.2
|
|
|||
Other operating credits and charges, net
|
16.3
|
|
|
7.5
|
|
|
3.8
|
|
|||
Total operating costs and expenses
|
1,955.8
|
|
|
2,012.4
|
|
|
1,882.4
|
|
|||
Income (loss) from operations
|
(63.3
|
)
|
|
(77.6
|
)
|
|
202.8
|
|
|||
Non-operating income (expense):
|
|
|
|
|
|
||||||
Interest expense, net of capitalized interest
|
(31.2
|
)
|
|
(29.8
|
)
|
|
(36.0
|
)
|
|||
Investment income
|
4.4
|
|
|
5.5
|
|
|
10.3
|
|
|||
Other non-operating income (expense)
|
(5.3
|
)
|
|
(3.1
|
)
|
|
29.5
|
|
|||
Total non-operating income (expense)
|
(32.1
|
)
|
|
(27.4
|
)
|
|
3.8
|
|
|||
Income (loss) before income taxes and equity in (income) loss of unconsolidated affiliates
|
(95.4
|
)
|
|
(105.0
|
)
|
|
206.6
|
|
|||
Provision (benefit) for income taxes
|
(2.7
|
)
|
|
(27.2
|
)
|
|
41.1
|
|
|||
Equity in (income) loss of unconsolidated affiliates
|
(6.7
|
)
|
|
(4.4
|
)
|
|
(11.9
|
)
|
|||
Income (loss) from continuing operations
|
(86.0
|
)
|
|
(73.4
|
)
|
|
177.4
|
|
|||
Loss from discontinued operations before tax
|
(3.2
|
)
|
|
(3.0
|
)
|
|
(0.4
|
)
|
|||
Benefit for income taxes
|
(1.1
|
)
|
|
(1.0
|
)
|
|
(0.1
|
)
|
|||
Loss from discontinued operations
|
(2.1
|
)
|
|
(2.0
|
)
|
|
(0.3
|
)
|
|||
Net income (loss)
|
(88.1
|
)
|
|
(75.4
|
)
|
|
177.1
|
|
|||
|
|
|
|
|
|
||||||
Basic net income (loss) per share:
|
|
|
|
|
|
||||||
Income (loss) per share from continuing operations
|
$
|
(0.60
|
)
|
|
$
|
(0.52
|
)
|
|
$
|
1.27
|
|
Loss per share from discontinued operations
|
(0.02
|
)
|
|
(0.01
|
)
|
|
—
|
|
|||
Net income (loss) per share
|
$
|
(0.62
|
)
|
|
$
|
(0.53
|
)
|
|
$
|
1.27
|
|
Diluted net earnings (loss) per share:
|
|
|
|
|
|
||||||
Income (loss) per share from continuing operations
|
$
|
(0.60
|
)
|
|
$
|
(0.52
|
)
|
|
$
|
1.23
|
|
Loss per share from discontinued operations
|
(0.02
|
)
|
|
(0.01
|
)
|
|
—
|
|
|||
Net income (loss) per share
|
$
|
(0.62
|
)
|
|
$
|
(0.53
|
)
|
|
$
|
1.23
|
|
Average shares of common stock used to compute net income (loss) per share:
|
|
|
|
|
|
||||||
Basic
|
142.4
|
|
|
141.1
|
|
|
139.6
|
|
|||
Diluted
|
142.4
|
|
|
141.1
|
|
|
144.3
|
|
|
Year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net income (loss)
|
$
|
(88.1
|
)
|
|
$
|
(75.4
|
)
|
|
$
|
177.1
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(21.4
|
)
|
|
(14.5
|
)
|
|
(11.6
|
)
|
|||
Unrealized gains (losses) on derivative financial instruments
|
—
|
|
|
—
|
|
|
0.3
|
|
|||
Unrealized gains (losses) on securities, net of reversals
|
0.7
|
|
|
0.6
|
|
|
1.0
|
|
|||
Defined benefit pension and post retirement plans:
|
|
|
|
|
|
||||||
Amortization of prior service cost
|
0.3
|
|
|
—
|
|
|
0.2
|
|
|||
Prior service cost
|
—
|
|
|
(6.1
|
)
|
|
—
|
|
|||
Net gain (loss)
|
(0.4
|
)
|
|
(26.7
|
)
|
|
23.0
|
|
|||
Amortization of net loss
|
4.8
|
|
|
3.9
|
|
|
4.7
|
|
|||
Exchange gain (loss) on remeasurement
|
1.2
|
|
|
0.7
|
|
|
1.1
|
|
|||
Other comprehensive income (loss), net of tax
|
(14.8
|
)
|
|
(42.1
|
)
|
|
18.7
|
|
|||
Comprehensive income (loss)
|
$
|
(102.9
|
)
|
|
$
|
(117.5
|
)
|
|
$
|
195.8
|
|
|
Year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(88.1
|
)
|
|
$
|
(75.4
|
)
|
|
$
|
177.1
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
101.9
|
|
|
100.7
|
|
|
91.3
|
|
|||
(Income) loss from unconsolidated affiliates, including dividends
|
(3.7
|
)
|
|
(4.4
|
)
|
|
(11.9
|
)
|
|||
Other operating credits and charges, net
|
16.3
|
|
|
9.0
|
|
|
3.8
|
|
|||
Loss on sale or impairment of long-lived assets
|
2.1
|
|
|
(3.1
|
)
|
|
0.2
|
|
|||
Gain from acquisition
|
—
|
|
|
—
|
|
|
(35.9
|
)
|
|||
Gain on sale of discontinued operations
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|||
Gain on sale of joint venture
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|||
Loss on early debt extinguishment
|
—
|
|
|
—
|
|
|
2.3
|
|
|||
Payment of long-term deposit
|
—
|
|
|
—
|
|
|
(17.1
|
)
|
|||
Stock-based compensation related to stock plans
|
9.3
|
|
|
9.4
|
|
|
8.8
|
|
|||
Exchange loss on remeasurement
|
2.8
|
|
|
(2.5
|
)
|
|
(2.9
|
)
|
|||
Cash settlements of contingencies
|
(0.5
|
)
|
|
(1.6
|
)
|
|
(0.4
|
)
|
|||
Cash settlements of warranties, net of accruals
|
(8.5
|
)
|
|
(7.9
|
)
|
|
(9.6
|
)
|
|||
Pension (payments) expense, net
|
6.0
|
|
|
(3.2
|
)
|
|
6.3
|
|
|||
Non-cash interest expense, net
|
0.8
|
|
|
1.7
|
|
|
0.8
|
|
|||
Other adjustments, net
|
1.7
|
|
|
0.4
|
|
|
(0.4
|
)
|
|||
Changes in assets and liabilities, net of acquisition:
|
|
|
|
|
|
||||||
(Increase) decrease in receivables
|
10.6
|
|
|
(34.1
|
)
|
|
4.5
|
|
|||
(Increase) decrease in inventories
|
3.5
|
|
|
(9.2
|
)
|
|
(17.7
|
)
|
|||
(Increase) decrease in prepaid expenses
|
2.2
|
|
|
(0.4
|
)
|
|
(1.9
|
)
|
|||
Increase (decrease) in accounts payable and accrued liabilities
|
(20.3
|
)
|
|
(7.8
|
)
|
|
12.4
|
|
|||
Increase (decrease) in deferred income taxes
|
(6.9
|
)
|
|
(24.5
|
)
|
|
35.7
|
|
|||
Net cash provided by (used in) operating activities
|
29.2
|
|
|
(52.9
|
)
|
|
242.5
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Property, plant, and equipment additions
|
(113.8
|
)
|
|
(80.1
|
)
|
|
(75.6
|
)
|
|||
Proceeds from asset sales
|
0.5
|
|
|
13.2
|
|
|
16.7
|
|
|||
Acquisitions, net of cash
|
—
|
|
|
—
|
|
|
(67.4
|
)
|
|||
Investment in and advances to joint ventures
|
1.1
|
|
|
2.6
|
|
|
13.9
|
|
|||
Proceeds from sale of joint venture
|
—
|
|
|
—
|
|
|
2.9
|
|
|||
Receipt of proceeds from notes receivable
|
—
|
|
|
—
|
|
|
91.4
|
|
|||
Decrease in restricted cash under letters of credit/credit facility
|
(3.9
|
)
|
|
0.8
|
|
|
0.7
|
|
|||
Other investing activities, net
|
0.2
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
(115.9
|
)
|
|
(63.5
|
)
|
|
(17.4
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Repayment of long-term debt
|
(2.3
|
)
|
|
(2.3
|
)
|
|
(113.2
|
)
|
|||
Payment of debt issuance fees
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|||
Taxes paid related to net share settlement of equity awards
|
(6.1
|
)
|
|
(1.5
|
)
|
|
(12.1
|
)
|
|||
Sales of common stock under equity plans
|
0.7
|
|
|
—
|
|
|
0.1
|
|
|||
Other financing activities, net
|
3.3
|
|
|
(0.1
|
)
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
(4.4
|
)
|
|
(3.9
|
)
|
|
(126.4
|
)
|
|||
Effect of exchange rate on cash and cash equivalents
|
(6.9
|
)
|
|
(3.8
|
)
|
|
(2.8
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(98.0
|
)
|
|
(124.1
|
)
|
|
95.9
|
|
|||
Cash and cash equivalents at beginning of year
|
532.7
|
|
|
656.8
|
|
|
560.9
|
|
|||
Cash and cash equivalents at end of year
|
$
|
434.7
|
|
|
$
|
532.7
|
|
|
$
|
656.8
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Comprehensive
Loss
|
|
Total
Stockholders’
Equity
|
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||
Balance as of December 31, 2012
|
150.4
|
|
|
$
|
150.4
|
|
|
11.9
|
|
|
$
|
(252.9
|
)
|
|
$
|
533.6
|
|
|
$
|
710.6
|
|
|
$
|
(107.9
|
)
|
|
$
|
1,033.8
|
|
|
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
177.1
|
|
|
|
|
177.1
|
|
|
||||||||||||
Issuance of shares for employee stock plans and stock-based compensation
|
|
|
|
|
|
|
(1.0
|
)
|
|
20.7
|
|
(32.7
|
)
|
|
|
|
|
|
(12.0
|
)
|
|
|||||||||
Amortization of restricted stock grants
|
|
|
|
|
|
|
|
|
|
|
8.4
|
|
|
|
|
|
|
8.4
|
|
|
||||||||||
Exercise of stock warrants
|
1.6
|
|
|
1.6
|
|
|
|
|
|
|
(1.6
|
)
|
|
|
|
|
|
—
|
|
|
||||||||||
Tax benefit of employee stock plan transactions
|
|
|
|
|
|
|
|
|
|
|
0.3
|
|
|
|
|
|
|
0.3
|
|
|
||||||||||
Other comprehensive gain
|
|
|
|
|
|
|
|
|
|
|
|
|
18.7
|
|
|
18.7
|
|
|
||||||||||||
Balance as of December 31, 2013
|
152.0
|
|
|
152.0
|
|
|
10.9
|
|
|
(232.2
|
)
|
|
508.0
|
|
|
887.7
|
|
|
(89.2
|
)
|
|
1,226.3
|
|
|
||||||
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
(75.4
|
)
|
|
|
|
(75.4
|
)
|
|
||||||||||||
Issuance of shares for employee stock plans and stock-based compensation
|
|
|
|
|
(0.4
|
)
|
|
8.8
|
|
|
(9.5
|
)
|
|
|
|
|
|
(0.7
|
)
|
|
||||||||||
Amortization of restricted stock grants
|
|
|
|
|
|
|
|
|
2.1
|
|
|
|
|
|
|
2.1
|
|
|
||||||||||||
Exercise of stock warrants
|
0.8
|
|
|
0.8
|
|
|
|
|
|
|
(0.8
|
)
|
|
|
|
|
|
—
|
|
|
||||||||||
Compensation expense associated with stock awards
|
|
|
|
|
|
|
|
|
7.2
|
|
|
|
|
|
|
7.2
|
|
|
||||||||||||
Taxes paid related to net settlements
|
|
|
|
|
0.1
|
|
|
(1.6
|
)
|
|
|
|
|
|
|
|
|
(1.6
|
)
|
|
||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(42.1
|
)
|
|
(42.1
|
)
|
|
||||||||||||
Balance as of December 31, 2014
|
152.8
|
|
|
152.8
|
|
|
10.6
|
|
|
(225.0
|
)
|
|
507.0
|
|
|
812.3
|
|
|
(131.3
|
)
|
|
1,115.8
|
|
|
||||||
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(88.1
|
)
|
|
|
|
|
(88.1
|
)
|
|
||||||
Issuance of shares for employee stock plans and stock-based compensation
|
|
|
|
|
|
|
(1.0
|
)
|
|
20.5
|
|
|
(19.6
|
)
|
|
|
|
|
|
|
|
0.9
|
|
|
||||||
Amortization of restricted stock grants
|
|
|
|
|
|
|
|
|
|
|
|
|
1.8
|
|
|
|
|
|
|
|
|
1.8
|
|
|
||||||
Exercise of stock warrants
|
0.2
|
|
|
0.2
|
|
|
|
|
|
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
|
—
|
|
|
||||||
Compensation expense associated with stock awards
|
|
|
|
|
|
|
|
|
7.5
|
|
|
|
|
|
|
7.5
|
|
|
||||||||||||
Taxes paid related to net share settlement of equity awards
|
|
|
|
|
|
|
0.4
|
|
|
(6.1
|
)
|
|
—
|
|
|
|
|
|
|
|
|
(6.1
|
)
|
|
||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14.8
|
)
|
|
(14.8
|
)
|
|
||||||
Balance as of December 31, 2015
|
153.0
|
|
|
$
|
153.0
|
|
|
10.0
|
|
|
$
|
(210.6
|
)
|
|
$
|
496.5
|
|
|
$
|
724.2
|
|
|
$
|
(146.1
|
)
|
|
$
|
1,017.0
|
|
|
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Dollar amounts in millions
|
December 31,
|
||||||
2015
|
|
2014
|
|||||
Property, plant and equipment, at cost:
|
|
|
|
||||
Land, land improvements and logging roads, net of road amortization
|
$
|
1.8
|
|
|
$
|
1.3
|
|
Buildings
|
0.5
|
|
|
0.3
|
|
||
Machinery and equipment
|
6.7
|
|
|
7.7
|
|
||
Net property, plant and equipment
|
$
|
9.0
|
|
|
$
|
9.3
|
|
2.
|
INVESTMENTS
|
Dollar amounts in millions
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Auction rate securities
|
$
|
0.4
|
|
|
$
|
5.4
|
|
|
$
|
—
|
|
|
$
|
5.8
|
|
|
|
|
|
|
|
|
|
||||||||
Total marketable securities
|
$
|
0.4
|
|
|
$
|
5.4
|
|
|
$
|
—
|
|
|
$
|
5.8
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Auction rate securities
|
$
|
0.3
|
|
|
$
|
4.3
|
|
|
$
|
—
|
|
|
$
|
4.6
|
|
|
|
|
|
|
|
|
|
||||||||
Total marketable securities
|
$
|
0.3
|
|
|
$
|
4.3
|
|
|
$
|
—
|
|
|
$
|
4.6
|
|
Dollar amounts in millions
|
2015
|
||||||
Amortized
Cost
|
|
Fair
Value
|
|||||
Due in one year or less
|
$
|
—
|
|
|
$
|
—
|
|
Due in more than one year
|
0.4
|
|
|
5.8
|
|
||
Total marketable securities
|
$
|
0.4
|
|
|
$
|
5.8
|
|
3.
|
FAIR VALUE MEASUREMENTS
|
Level 1
|
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
|
Level 2
|
Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable or can be corroborated by observable market data.
|
Level 3
|
Valuations based on models where significant inputs are not observable. Unobservable inputs are used when little or no market data is available and reflect the Company’s own assumptions about the assumptions market participants would use.
|
Dollar amounts in millions
|
December 31,
2015
|
|
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
|
$
|
5.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.8
|
|
Trading securities
|
2.3
|
|
|
2.3
|
|
|
—
|
|
|
—
|
|
Dollar amounts in millions
|
December 31,
2014
|
|
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
|
$
|
4.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4.6
|
|
Trading securities
|
2.3
|
|
|
2.3
|
|
|
—
|
|
|
—
|
|
||||
Contingent consideration
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
Dollar amounts in millions
|
Available for
sale securities
|
Contingent consideration
|
||||
Balance at December 31, 2013
|
$
|
3.7
|
|
$
|
3.8
|
|
Sale of ARS
|
—
|
|
—
|
|
||
Adjustment to contingent consideration fair value
|
—
|
|
(3.2
|
)
|
||
Foreign exchange rate changes
|
|
(0.4
|
)
|
|||
Total realized/unrealized gains (losses)
|
|
|
||||
Included in other comprehensive income
|
0.9
|
|
—
|
|
||
Balance at December 31, 2014
|
$
|
4.6
|
|
$
|
0.2
|
|
Sale of ARS
|
—
|
|
—
|
|
||
Contingent consideration pursuant to business combination
|
$
|
—
|
|
$
|
—
|
|
Adjustment to contingent consideration fair value
|
—
|
|
(0.2
|
)
|
||
Total realized/unrealized gains (losses)
|
|
|
||||
Included in other comprehensive income
|
1.2
|
|
—
|
|
||
Balance at December 31, 2015
|
$
|
5.8
|
|
$
|
—
|
|
|
Year ended December 31,
|
||||||||||
Dollar and share amounts in millions, except per share amounts
|
2015
|
|
2014
|
|
2013
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income (loss):
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
(86.0
|
)
|
|
$
|
(73.4
|
)
|
|
$
|
177.4
|
|
Loss from discontinued operations
|
(2.1
|
)
|
|
(2.0
|
)
|
|
(0.3
|
)
|
|||
Net income (loss)
|
$
|
(88.1
|
)
|
|
$
|
(75.4
|
)
|
|
$
|
177.1
|
|
Denominator:
|
|
|
|
|
|
||||||
Denominator for basic earnings per share:
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
142.4
|
|
|
141.1
|
|
|
139.6
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Dilutive effect of employee stock plans
|
—
|
|
|
—
|
|
|
2.5
|
|
|||
Dilutive effect of stock warrants
|
—
|
|
|
—
|
|
|
2.2
|
|
|||
Dilutive potential common shares
|
—
|
|
|
—
|
|
|
4.7
|
|
|||
Denominator for diluted earnings per share:
|
|
|
|
|
|
||||||
Adjusted weighted average shares
|
142.4
|
|
|
141.1
|
|
|
144.3
|
|
|||
Basic earnings per share:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
(0.60
|
)
|
|
$
|
(0.52
|
)
|
|
$
|
1.27
|
|
Loss from discontinued operations
|
(0.02
|
)
|
|
(0.01
|
)
|
|
—
|
|
|||
Net income (loss) per share
|
$
|
(0.62
|
)
|
|
$
|
(0.53
|
)
|
|
$
|
1.27
|
|
Diluted earnings per share:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
(0.60
|
)
|
|
$
|
(0.52
|
)
|
|
$
|
1.23
|
|
Loss from discontinued operations
|
(0.02
|
)
|
|
(0.01
|
)
|
|
—
|
|
|||
Net income (loss) per share
|
$
|
(0.62
|
)
|
|
$
|
(0.53
|
)
|
|
$
|
1.23
|
|
5.
|
RECEIVABLES
|
|
December 31,
|
||||||
Dollar amounts in millions
|
2015
|
|
2014
|
||||
Trade receivables
|
$
|
82.6
|
|
|
$
|
96.1
|
|
Interest receivables
|
0.2
|
|
|
0.2
|
|
||
Income tax receivable
|
2.0
|
|
|
1.4
|
|
||
Other receivables
|
12.6
|
|
|
11.7
|
|
||
Allowance for doubtful accounts
|
(1.0
|
)
|
|
(1.0
|
)
|
||
|
$
|
96.4
|
|
|
$
|
108.4
|
|
6.
|
INVENTORIES
|
|
December 31,
|
||||||
Dollar amounts in millions
|
2015
|
|
2014
|
||||
Logs
|
$
|
58.6
|
|
|
$
|
39.6
|
|
Other raw materials
|
21.6
|
|
|
21.3
|
|
||
Semi finished inventory
|
18.5
|
|
|
19.3
|
|
||
Finished products
|
123.3
|
|
|
149.6
|
|
||
Total
|
$
|
222.0
|
|
|
$
|
229.8
|
|
7.
|
NOTES RECEIVABLE FROM ASSET SALES
|
Dollar amounts in millions
|
Interest Rate
2015
|
December 31,
|
|||||||
2015
|
|
2014
|
|||||||
Notes receivable (secured), maturing 2018, interest rates fixed
|
7.3
|
%
|
$
|
22.2
|
|
|
$
|
22.2
|
|
Notes receivable (secured), maturing 2018, interest rate variable
|
|
410.0
|
|
|
410.0
|
|
|||
Total
|
|
432.2
|
|
|
432.2
|
|
|||
Current portion
|
|
—
|
|
|
—
|
|
|||
Long-term portion
|
|
$
|
432.2
|
|
|
$
|
432.2
|
|
8.
|
GOODWILL AND OTHER INTANGIBLE ASSETS
|
Dollar amounts in millions
|
2015
|
|
2014
|
||||||||||||||||
|
Timber and timberlands
|
Goodwill
|
Total
|
|
Timber and timberlands
|
Goodwill
|
Total
|
||||||||||||
Beginning balance December 31,
|
$
|
64.9
|
|
$
|
9.7
|
|
$
|
74.6
|
|
|
$
|
68.1
|
|
$
|
9.7
|
|
$
|
77.8
|
|
Amortization
|
(2.9
|
)
|
—
|
|
$
|
(2.9
|
)
|
|
(3.2
|
)
|
—
|
|
$
|
(3.2
|
)
|
||||
Impairments
|
(11.6
|
)
|
—
|
|
(11.6
|
)
|
|
—
|
|
—
|
|
—
|
|
||||||
Total goodwill and other intangibles
|
$
|
50.4
|
|
$
|
9.7
|
|
$
|
60.1
|
|
|
$
|
64.9
|
|
$
|
9.7
|
|
$
|
74.6
|
|
9.
|
INVESTMENTS IN AND ADVANCES TO AFFILIATES
|
10.
|
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
|
|
December 31,
|
||||||
Dollar amounts in millions
|
2015
|
|
2014
|
||||
Accounts payable
|
$
|
73.0
|
|
|
$
|
80.3
|
|
Salaries and wages payable
|
34.3
|
|
|
32.4
|
|
||
Taxes other than income taxes
|
4.5
|
|
|
3.3
|
|
||
Current portion of warranty reserves
|
6.0
|
|
|
12.0
|
|
||
Accrued interest
|
2.5
|
|
|
6.4
|
|
||
Accrued rebates
|
13.7
|
|
|
15.9
|
|
||
Other accrued liabilities
|
5.6
|
|
|
18.0
|
|
||
Total Accounts payable and accrued liabilities
|
$
|
139.6
|
|
|
$
|
168.3
|
|
11.
|
INCOME TAXES
|
|
Year ended December 31,
|
||||||||||
Dollar amounts in millions
|
2015
|
|
2014
|
|
2013
|
||||||
Domestic
|
$
|
(8.7
|
)
|
|
$
|
(66.4
|
)
|
|
$
|
134.0
|
|
Foreign
|
(80.0
|
)
|
|
(34.2
|
)
|
|
84.5
|
|
|||
Total
|
$
|
(88.7
|
)
|
|
$
|
(100.6
|
)
|
|
$
|
218.5
|
|
|
Year ended December 31,
|
||||||||||
Dollar amounts in millions
|
2015
|
|
2014
|
|
2013
|
||||||
Current tax provision (benefit):
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
(2.4
|
)
|
|
$
|
(5.0
|
)
|
|
$
|
1.3
|
|
State and local
|
(0.5
|
)
|
|
0.3
|
|
|
1.2
|
|
|||
Foreign
|
2.6
|
|
|
1.6
|
|
|
3.3
|
|
|||
Net current tax provision (benefit)
|
(0.3
|
)
|
|
(3.1
|
)
|
|
5.8
|
|
|||
Deferred tax provision (benefit):
|
|
|
|
|
|
||||||
U.S. federal
|
(1.1
|
)
|
|
(19.5
|
)
|
|
44.6
|
|
|||
State and local
|
(1.8
|
)
|
|
(1.2
|
)
|
|
2.5
|
|
|||
Foreign
|
(26.6
|
)
|
|
(13.3
|
)
|
|
13.4
|
|
|||
Net valuation allowance increase (decrease)
|
27.1
|
|
|
9.9
|
|
|
(25.2
|
)
|
|||
Net deferred tax benefit
|
(2.4
|
)
|
|
(24.1
|
)
|
|
35.3
|
|
|||
Total income tax provision (benefit)
|
$
|
(2.7
|
)
|
|
$
|
(27.2
|
)
|
|
$
|
41.1
|
|
|
December 31,
|
||||||
Dollar amounts in millions
|
2015
|
|
2014
|
||||
Property, plant and equipment
|
$
|
165.2
|
|
|
$
|
172.1
|
|
Timber and timberlands
|
12.0
|
|
|
17.8
|
|
||
Inventories
|
(7.7
|
)
|
|
(8.1
|
)
|
||
Accrued liabilities
|
(79.7
|
)
|
|
(84.9
|
)
|
||
Benefit of capital loss and NOL carryovers
|
(137.3
|
)
|
|
(134.0
|
)
|
||
Benefit of tax credit carryovers
|
(21.0
|
)
|
|
(17.8
|
)
|
||
Installment sale gain deferral
|
128.5
|
|
|
129.2
|
|
||
Market value write down of ARS
|
(8.8
|
)
|
|
(8.9
|
)
|
||
Other
|
(12.6
|
)
|
|
(3.9
|
)
|
||
Valuation allowance
|
56.1
|
|
|
32.3
|
|
||
Net deferred tax liabilities
|
$
|
94.7
|
|
|
$
|
93.8
|
|
Balance sheet classification
|
|
|
|
||||
Current deferred tax asset
|
$
|
—
|
|
|
$
|
(45.1
|
)
|
Long-term deferred tax asset
|
(4.8
|
)
|
|
(0.6
|
)
|
||
Long-term deferred tax liability
|
99.5
|
|
|
139.5
|
|
||
|
$
|
94.7
|
|
|
$
|
93.8
|
|
Dollar amounts in millions
|
Expiration Beginning in
|
Benefit Amount
|
Valuation Allowance
|
||||
Federal NOL carryovers
|
2031
|
$
|
32.8
|
|
$
|
—
|
|
State NOL carryovers
|
2016
|
32.2
|
|
(13.1
|
)
|
||
State capital loss carryover
|
2016
|
0.6
|
|
(0.6
|
)
|
||
Federal credit carryovers
|
2027
|
18.1
|
|
—
|
|
||
State credit carryovers
|
2016
|
0.8
|
|
(0.6
|
)
|
||
Canadian NOL carryovers
|
2029
|
63.8
|
|
(24.6
|
)
|
||
Canadian capital loss carryovers
|
Indefinitely
|
6.9
|
|
(6.9
|
)
|
||
Canadian credit carryovers
|
2017
|
2.1
|
|
(2.1
|
)
|
||
Brazilian NOL carryovers
|
Indefinitely
|
1.0
|
|
(0.7
|
)
|
||
|
|
$
|
158.3
|
|
$
|
(48.6
|
)
|
|
Year ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
U.S. federal tax rate
|
(35
|
)%
|
|
(35
|
)%
|
|
35
|
%
|
State and local income taxes
|
(2
|
)
|
|
(2
|
)
|
|
2
|
|
Uncertain tax positions
|
(4
|
)
|
|
1
|
|
|
—
|
|
Effect of foreign tax rates
|
13
|
|
|
5
|
|
|
(3
|
)
|
Effect of foreign exchange on functional currencies
|
(8
|
)
|
|
(6
|
)
|
|
(3
|
)
|
Valuation allowance
|
31
|
|
|
10
|
|
|
(12
|
)
|
Other, net
|
2
|
|
|
—
|
|
|
—
|
|
Effective tax rate (%)
|
(3
|
)%
|
|
(27
|
)%
|
|
19
|
%
|
|
December 31,
|
||||||||||
Dollar amounts in millions
|
2015
|
|
2014
|
|
2013
|
||||||
Beginning balance
|
$
|
42.2
|
|
|
$
|
48.9
|
|
|
$
|
49.9
|
|
Increases:
|
|
|
|
|
|
||||||
Tax positions taken in current year
|
—
|
|
|
0.1
|
|
|
—
|
|
|||
Tax positions taken in prior years
|
0.9
|
|
|
1.3
|
|
|
0.4
|
|
|||
Decreases:
|
|
|
|
|
|
||||||
Tax positions taken in current year
|
—
|
|
|
—
|
|
|
—
|
|
|||
Tax positions taken in prior years
|
(0.5
|
)
|
|
(8.1
|
)
|
|
—
|
|
|||
Settlements during the year
|
(34.7
|
)
|
|
—
|
|
|
—
|
|
|||
Lapse of statute in current year
|
(3.8
|
)
|
|
—
|
|
|
(1.4
|
)
|
|||
Ending balance
|
$
|
4.1
|
|
|
$
|
42.2
|
|
|
$
|
48.9
|
|
12.
|
NON-OPERATING INCOME (EXPENSE)
|
|
Year ended December 31,
|
||||||||||
Dollar amounts in millions
|
2015
|
|
2014
|
|
2013
|
||||||
Interest expense
|
$
|
(32.0
|
)
|
|
$
|
(29.9
|
)
|
|
$
|
(36.2
|
)
|
Amortization of debt charges
|
(1.1
|
)
|
|
(1.2
|
)
|
|
(1.4
|
)
|
|||
Capitalized interest
|
1.9
|
|
|
1.3
|
|
|
1.6
|
|
|||
Interest expense, net of capitalized interest
|
(31.2
|
)
|
|
(29.8
|
)
|
|
(36.0
|
)
|
|||
Investment income
|
4.9
|
|
|
5.5
|
|
|
9.4
|
|
|||
SERP market adjustments
|
(0.5
|
)
|
|
—
|
|
|
0.9
|
|
|||
Investment income
|
4.4
|
|
|
5.5
|
|
|
10.3
|
|
|||
Foreign currency losses
|
(5.3
|
)
|
|
(3.1
|
)
|
|
(5.3
|
)
|
|||
Gain on acquisition
|
—
|
|
|
—
|
|
|
35.9
|
|
|||
Gain on the sale of joint venture
|
—
|
|
|
—
|
|
|
1.2
|
|
|||
Early debt extinguishment
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
|||
Other non-operating income (expense)
|
(5.3
|
)
|
|
(3.1
|
)
|
|
29.5
|
|
|||
Total non-operating income (expense)
|
$
|
(32.1
|
)
|
|
$
|
(27.4
|
)
|
|
$
|
3.8
|
|
13.
|
LONG-TERM DEBT
|
|
|
|
December 31,
|
|||||||||||||||||||||||
Dollar amounts in millions
|
Interest Rate 2015
|
|
2015
|
|
2014
|
|||||||||||||||||||||
|
|
|
Principal
|
|
Unamortized Debt Costs
|
|
Total
|
|
Principal
|
|
Unamortized Debt Costs
|
|
Total
|
|||||||||||||
Debentures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Senior unsecured notes, maturing 2020, interest rates fixed
|
7.5
|
%
|
|
$
|
350.0
|
|
|
$
|
(3.7
|
)
|
|
$
|
346.3
|
|
|
$
|
350.0
|
|
|
$
|
(4.4
|
)
|
|
$
|
345.6
|
|
Bank credit facilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Chilean term credit facility, maturing 2019, interest rates fixed
|
UF+3.9%
|
|
|
12.8
|
|
|
|
|
12.8
|
|
|
14.4
|
|
|
|
|
14.4
|
|
||||||||
Brazilian export financing facility, maturing 2017, interest rates fixed
|
6.65
|
%
|
|
4.0
|
|
|
|
|
4.0
|
|
|
6.0
|
|
|
|
|
6.0
|
|
||||||||
Limited recourse notes payable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Senior notes, payable 2018, interest rates fixed
|
7.3
|
%
|
|
22.0
|
|
|
|
|
22.0
|
|
|
22.0
|
|
|
|
|
22.0
|
|
||||||||
Other financing:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Non-recourse notes payable 2018, interest rates variable
|
0.2
|
%
|
|
368.7
|
|
|
(0.2
|
)
|
|
368.5
|
|
|
368.7
|
|
|
(0.3
|
)
|
|
368.4
|
|
||||||
Other
|
|
|
0.3
|
|
|
|
|
0.3
|
|
|
0.8
|
|
|
|
|
0.8
|
|
|||||||||
Total
|
|
|
757.8
|
|
|
(3.9
|
)
|
|
753.9
|
|
|
761.9
|
|
|
(4.7
|
)
|
|
757.2
|
|
|||||||
Less: current portion
|
|
|
(2.1
|
)
|
|
|
|
(2.1
|
)
|
|
(2.4
|
)
|
|
|
|
(2.4
|
)
|
|||||||||
Net long-term portion
|
|
|
$
|
755.7
|
|
|
$
|
(3.9
|
)
|
|
$
|
751.8
|
|
|
$
|
759.5
|
|
|
$
|
(4.7
|
)
|
|
$
|
754.8
|
|
14.
|
RETIREMENT PLANS AND POSTRETIREMENT BENEFITS
|
|
Year ended December 31,
|
||||||||||
Dollar amounts in millions
|
2015
|
|
2014
|
|
2013
|
||||||
Service cost
|
$
|
3.8
|
|
|
$
|
3.5
|
|
|
$
|
3.4
|
|
Interest cost
|
13.1
|
|
|
14.1
|
|
|
12.7
|
|
|||
Expected return on plan assets
|
(15.0
|
)
|
|
(16.9
|
)
|
|
(16.5
|
)
|
|||
Amortization of prior service cost and net transition asset
|
0.5
|
|
|
—
|
|
|
0.3
|
|
|||
Amortization of net actuarial loss
|
6.8
|
|
|
5.5
|
|
|
7.3
|
|
|||
Net periodic pension cost
|
$
|
9.2
|
|
|
$
|
6.2
|
|
|
$
|
7.2
|
|
Loss (gain) due to settlement
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Discount rate
|
3.8
|
%
|
|
4.6
|
%
|
|
3.8
|
%
|
|||
Weighted rate of compensation increase
|
0.7
|
%
|
|
0.8
|
%
|
|
0.7
|
%
|
|||
Weighted expected return on plan assets
|
6.0
|
%
|
|
6.7
|
%
|
|
6.6
|
%
|
|
Year ended December 31,
|
||||||||||
Dollar amounts in millions
|
2015
|
|
2014
|
|
2013
|
||||||
Net actuarial (gain) loss
|
$
|
0.8
|
|
|
$
|
44.2
|
|
|
$
|
(35.9
|
)
|
Amortization of net actuarial loss
|
(7.6
|
)
|
|
(5.5
|
)
|
|
(7.3
|
)
|
|||
Amortization of prior service cost
|
(0.5
|
)
|
|
9.4
|
|
|
(0.3
|
)
|
|||
Foreign exchange rate changes
|
(0.1
|
)
|
|
—
|
|
|
0.2
|
|
|||
Total recognized in OCI
|
$
|
(7.4
|
)
|
|
$
|
48.1
|
|
|
$
|
(43.3
|
)
|
|
December 31,
|
||||||
Dollar amounts in millions
|
2015
|
|
2014
|
||||
Change in benefit obligation:
|
|
|
|
||||
Beginning of year balance
|
$
|
364.1
|
|
|
$
|
322.1
|
|
Service cost
|
3.8
|
|
|
3.5
|
|
||
Interest cost
|
13.1
|
|
|
14.1
|
|
||
Actuarial (gain)/loss
|
(19.4
|
)
|
|
37.4
|
|
||
Plan amendments
|
—
|
|
|
9.4
|
|
||
Foreign exchange rate changes
|
(9.7
|
)
|
|
(5.3
|
)
|
||
Benefits paid
|
(21.1
|
)
|
|
(17.1
|
)
|
||
End of year balance
|
$
|
330.8
|
|
|
$
|
364.1
|
|
Change in assets (fair value):
|
|
|
|
||||
Beginning of year balance
|
$
|
268.0
|
|
|
$
|
270.3
|
|
Actual return on plan assets
|
(5.2
|
)
|
|
10.2
|
|
||
Employer contribution
|
4.9
|
|
|
9.6
|
|
||
Foreign exchange rate changes
|
(9.2
|
)
|
|
(5.0
|
)
|
||
Benefits paid
|
(21.1
|
)
|
|
(17.1
|
)
|
||
End of year balance
|
$
|
237.4
|
|
|
$
|
268.0
|
|
Funded status
|
$
|
(93.4
|
)
|
|
$
|
(96.1
|
)
|
Weighted average assumptions for obligations as of measurement date
|
|
|
|
||||
Discount rate for obligations
|
3.8
|
%
|
|
3.8
|
%
|
||
Rate of compensation increase
|
0.6
|
%
|
|
0.6
|
%
|
Dollar amounts in millions
|
2015
|
|
2014
|
||||
Noncurrent pension assets, included in “Other assets”
|
$
|
0.5
|
|
|
$
|
0.6
|
|
Current pension liabilities, included in “Accounts payable and accrued liabilities”
|
(3.7
|
)
|
|
(2.7
|
)
|
||
Noncurrent pension liabilities, included in “Other long-term liabilities”
|
(90.2
|
)
|
|
(93.8
|
)
|
||
Total
|
$
|
(93.4
|
)
|
|
$
|
(95.9
|
)
|
Amounts recognized in other comprehensive income—pre-tax
|
|
|
|
||||
Net actuarial loss
|
$
|
140.8
|
|
|
$
|
149.6
|
|
Prior service cost
|
9.0
|
|
|
9.5
|
|
||
Total
|
$
|
149.8
|
|
|
$
|
159.1
|
|
|
Target
Allocation
2015
|
|
Actual
Allocation
|
|||||
2015
|
|
2014
|
||||||
Asset category
|
|
|
|
|
|
|||
US Plans
|
|
|
|
|
|
|||
Equity securities
|
38.0
|
%
|
|
37.7
|
%
|
|
50.4
|
%
|
Debt securities
|
17.0
|
%
|
|
17.0
|
%
|
|
36.3
|
%
|
Multi-Strategy Funds
|
45.0
|
%
|
|
44.6
|
%
|
|
12.4
|
%
|
Other, including cash and cash equivalents
|
—
|
%
|
|
0.7
|
%
|
|
0.9
|
%
|
Total Allocation for US Plans
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|||
Non-US Plans
|
|
|
|
|
|
|||
Equity securities
|
27.0
|
%
|
|
27.9
|
%
|
|
28.0
|
%
|
Debt securities
|
71.0
|
%
|
|
71.2
|
%
|
|
71.7
|
%
|
Other, including cash and cash equivalents
|
2.0
|
%
|
|
0.9
|
%
|
|
0.3
|
%
|
Total Allocation for Non-US Plans
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Dollar amounts in millions
Asset Category
|
December 31, 2015
|
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Equity investment funds:
(a)
|
|
|
|
|
|
|
|
||||||||
Domestic stock funds
|
$
|
50.7
|
|
|
$
|
39.0
|
|
|
$
|
11.7
|
|
|
$
|
—
|
|
International stock funds
|
34.0
|
|
|
11.7
|
|
|
22.3
|
|
|
—
|
|
||||
Fixed income investment funds:
(b)
|
|
|
|
|
|
|
|
||||||||
Domestic bond funds
|
32.1
|
|
|
32.1
|
|
|
—
|
|
|
—
|
|
||||
International bond funds
|
34.5
|
|
|
—
|
|
|
34.5
|
|
|
—
|
|
||||
Multi-strategy funds
(c)
|
84.2
|
|
|
70.9
|
|
|
—
|
|
|
13.3
|
|
||||
Cash & cash equivalents
|
1.9
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
||||
Total
|
$
|
237.4
|
|
|
$
|
153.7
|
|
|
$
|
70.4
|
|
|
$
|
13.3
|
|
(a)
|
Equity investments include investments in funds that are primarily invested in large capitalization U.S. and international equity securities and a mutual fund.
|
(b)
|
Fixed income investments include investments in funds that are primarily invested in a diversified portfolio of investment grade U.S. and international debt securities.
|
(c)
|
The multi-strategy funds invest in various hedge funds that employ a fund of funds strategy.
|
Dollar amounts in millions
Asset Category
|
December 31, 2014
|
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Equity investment funds:
(a)
|
|
|
|
|
|
|
|
||||||||
Domestic stock funds
|
$
|
84.5
|
|
|
$
|
71.4
|
|
|
$
|
13.1
|
|
|
$
|
—
|
|
International stock funds
|
37.9
|
|
|
12.8
|
|
|
25.1
|
|
|
—
|
|
||||
Fixed income investment funds:
(b)
|
|
|
|
|
|
|
|
|
|||||||
Domestic bond funds
|
62.5
|
|
|
62.5
|
|
|
—
|
|
|
—
|
|
||||
International bond funds
|
40.9
|
|
|
—
|
|
|
40.9
|
|
|
—
|
|
||||
Diversified real asset funds
|
13.9
|
|
|
13.9
|
|
|
—
|
|
|
—
|
|
||||
Multi-strategy funds
(c)
|
26.1
|
|
|
—
|
|
|
—
|
|
|
26.1
|
|
||||
Cash & cash equivalents
|
2.2
|
|
|
—
|
|
|
2.2
|
|
|
—
|
|
||||
Total
|
$
|
268.0
|
|
|
$
|
160.6
|
|
|
$
|
81.3
|
|
|
$
|
26.1
|
|
(a)
|
Equity investments include investments in funds that are primarily invested in large capitalization U.S. and international equity securities and a mutual fund.
|
(b)
|
Fixed income investments include investments in funds that are primarily invested in a diversified portfolio of investment grade U.S. and international debt securities.
|
(c)
|
The multi-strategy funds invest in various hedge funds that employ a fund of funds strategy.
|
Dollar amounts in millions
|
Multi-Strategy
Funds
|
|
Real Estate
|
|
Total
|
||||||
Balance at January 1, 2014
|
$
|
25.2
|
|
|
$
|
16.5
|
|
|
$
|
41.7
|
|
Total unrealized gains (losses)
|
0.8
|
|
|
—
|
|
|
0.8
|
|
|||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|||
Contribution (redemption)
|
—
|
|
|
(16.5
|
)
|
|
(16.5
|
)
|
|||
Management fees
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||
Balance at December 31, 2014
|
$
|
26.1
|
|
|
$
|
—
|
|
|
$
|
26.1
|
|
|
|
|
|
|
|
||||||
Contribution (redemption)
|
$
|
(13.0
|
)
|
|
$
|
—
|
|
|
$
|
(13.0
|
)
|
Management fees
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||
Balance at December 31, 2015
|
$
|
13.3
|
|
|
$
|
—
|
|
|
$
|
13.3
|
|
Share amounts in thousands
|
Options/
SSARs
|
|
Weighted
Average
Exercise Price
|
|
Weighted
Average
Contractual
Term (in years)
|
|
Aggregate
Intrinsic
Value
(in millions)
|
|||||
Options / SSARS outstanding at January 1, 2013
|
8,475
|
|
|
$
|
12.88
|
|
|
|
|
|
||
Options granted
|
343
|
|
|
$
|
20.49
|
|
|
|
|
|
||
Options / SSARS exercised
|
(1,861
|
)
|
|
$
|
9.06
|
|
|
|
|
|
||
Options / SSARS canceled
|
(20
|
)
|
|
$
|
22.23
|
|
|
|
|
|
||
Options / SSARS outstanding at December 31, 2013
|
6,937
|
|
|
$
|
14.26
|
|
|
|
|
|
||
Options granted
|
494
|
|
|
$
|
18.09
|
|
|
|
|
|
||
Options / SSARS exercised
|
(43
|
)
|
|
$
|
9.92
|
|
|
|
|
|
||
Options / SSARS canceled
|
(384
|
)
|
|
$
|
21.14
|
|
|
|
|
|
||
Options / SSARS outstanding at December 31, 2014
|
7,004
|
|
|
$
|
14.19
|
|
|
|
|
|
||
Options granted
|
378
|
|
|
$
|
17.04
|
|
|
|
|
|
||
Options / SSARS exercised
|
(1,334
|
)
|
|
$
|
10.76
|
|
|
|
|
|
||
Options / SSARS canceled
|
(309
|
)
|
|
$
|
25.83
|
|
|
|
|
|
||
Options / SSARS outstanding at December 31, 2015
|
5,739
|
|
|
$
|
14.54
|
|
|
4.2
|
|
$
|
29.8
|
|
Vested and expected to vest at December 31, 2015
(1)
|
5,714
|
|
|
$
|
14.54
|
|
|
4.2
|
|
$
|
29.8
|
|
Options / SSARS exercisable at December 31, 2015
|
4,987
|
|
|
$
|
14.04
|
|
|
3.6
|
|
$
|
29.5
|
|
(1)
|
Options or SSARS expected to vest based upon historical forfeiture rate
|
|
Shares
|
|
Weighted
Average
Contractual
Term (in years)
|
|
Aggregate
Intrinsic
Value
(in millions)
|
||||
Incentive share awards outstanding at January 1, 2013
|
960,388
|
|
|
|
|
|
|||
Incentive shares awards granted
|
166,474
|
|
|
|
|
|
|||
Incentive share awards vested
|
(350,107
|
)
|
|
|
|
|
|||
Incentive share awards canceled
|
(24,160
|
)
|
|
|
|
|
|||
Incentive share awards outstanding at December 31, 2013
|
752,595
|
|
|
|
|
|
|||
Incentive shares awards granted
|
123,982
|
|
|
|
|
|
|||
Incentive share awards vested
|
(253,834
|
)
|
|
|
|
|
|||
Incentive share awards canceled
|
(29,130
|
)
|
|
|
|
|
|||
Incentive share awards outstanding at December 31, 2014
|
593,613
|
|
|
|
|
|
|||
Incentive shares awards granted
|
252,629
|
|
|
|
|
|
|||
Incentive share awards vested
|
(285,495
|
)
|
|
|
|
|
|||
Incentive share awards canceled
|
(24,765
|
)
|
|
|
|
|
|||
Incentive share awards outstanding at December 31, 2015
|
535,982
|
|
|
1.3
|
|
|
$
|
9.7
|
|
Vested and expected to vest at December 31, 2015
(1)
|
503,552
|
|
|
1.3
|
|
|
$
|
9.1
|
|
Incentive share awards exercisable at December 31, 2015
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
Incentive shares expected to vest based upon historical forfeitures rate
|
|
Number
of Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|||
Restricted stock awards outstanding at January 1, 2013
|
625,049
|
|
|
$
|
8.46
|
|
Restricted stock awards granted
|
108,174
|
|
|
20.49
|
|
|
Restrictions lapsing
|
(221,138
|
)
|
|
7.37
|
|
|
Restricted stock awards canceled
|
—
|
|
|
—
|
|
|
Restricted stock awards at December 31, 2013
|
512,085
|
|
|
11.48
|
|
|
Restricted stock awards granted
|
122,649
|
|
|
17.93
|
|
|
Restrictions lapsing
|
(170,567
|
)
|
|
9.54
|
|
|
Restricted stock awards canceled
|
(11,021
|
)
|
|
12.35
|
|
|
Restricted stock awards at December 31, 2014
|
453,146
|
|
|
13.93
|
|
|
Restricted stock awards granted
|
69,744
|
|
|
17.04
|
|
|
Restrictions lapsing
|
(225,645
|
)
|
|
8.71
|
|
|
Restricted stock awards canceled
|
(14,544
|
)
|
|
19.29
|
|
|
Restricted stock awards at December 31, 2015
|
282,701
|
|
|
$
|
18.59
|
|
Dollar amounts in millions
|
Year ended December 31,
|
||||||
2015
|
|
2014
|
|||||
Beginning balance
|
$
|
8.6
|
|
|
$
|
8.3
|
|
Accretion expense
|
0.7
|
|
|
0.6
|
|
||
Adjusted to expense during the year
|
—
|
|
|
0.3
|
|
||
Adjusted to expense through other operating credits and charges, net
|
1.4
|
|
|
—
|
|
||
Payments made
|
(0.3
|
)
|
|
(0.5
|
)
|
||
Translation
|
(0.4
|
)
|
|
(0.1
|
)
|
||
Ending balance
|
$
|
10.0
|
|
|
$
|
8.6
|
|
Dollar amounts in millions
|
Year ended December 31,
|
||||||||||
2015
|
|
2014
|
|
2013
|
|||||||
Adjustment related to a change in inventory convention for spare parts
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(4.8
|
)
|
Adjustment related to prior year inventory
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|||
Adjustment related to prior year depreciation
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|||
Refundable value added tax receivable
|
—
|
|
|
—
|
|
|
1.4
|
|
|||
Insurance recovery
|
—
|
|
|
0.5
|
|
|
1.9
|
|
|||
Contingent consideration fair value adjustment
|
0.2
|
|
|
3.2
|
|
|
20.5
|
|
|||
Addition to workers' compensation reserves
|
—
|
|
|
(0.4
|
)
|
|
(1.0
|
)
|
|||
Adjustments to retirement accounts
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|||
Gain due to forfeiture of deposit
|
—
|
|
|
1.0
|
|
|
—
|
|
|||
Loss related to intangible forest license
|
(11.6
|
)
|
|
—
|
|
|
—
|
|
|||
Loss due to marketing settlement
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|||
Adjustment to product related warranty reserves
|
1.4
|
|
|
(11.3
|
)
|
|
(17.7
|
)
|
|||
Additions to environmental related contingency reserves and asset retirement obligations
|
(4.6
|
)
|
|
(0.5
|
)
|
|
(1.0
|
)
|
|||
Other
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||
|
$
|
(16.3
|
)
|
|
$
|
(7.5
|
)
|
|
$
|
(3.8
|
)
|
Other operating charges and credits associated with unconsolidated affiliates:
|
|
|
|
|
|
||||||
Valuation allowance associated with deferred taxes
|
0.7
|
|
|
1.0
|
|
|
(1.8
|
)
|
|||
Addition to contingency reserves
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|||
|
$
|
0.7
|
|
|
$
|
1.0
|
|
|
$
|
(2.7
|
)
|
•
|
a gain of
$0.2 million
related to fair market value adjustment to the contingent consideration payable in connection with a business combination (see Note 3 and Note 24 for additional discussions on fair value measurements and the acquisition of Peace Valley OSB);
|
•
|
a loss of
$0.8 million
related to a pension settlement (see Note 14 for additional discussion);
|
•
|
a write-off of
$11.6 million
related to the cancellation of an intangible forest license by the Ministry of Forestry in Quebec associated with an indefinitely curtailed OSB mill;
|
•
|
a loss of
$1.0 million
due to a marketing settlement with a customer;
|
•
|
a gain of
$1.4 million
related to a decrease in product related warranty reserves associated with SmartSide siding products due to reduced claims activity; and
|
•
|
a loss of
$4.6 million
related to an increase in environmental contingency reserves and related asset retirement obligations associated with a site where LP previously operated a vinyl siding manufacturing facility.
|
•
|
a gain of
$0.5 million
related to proceeds received from an insurance claim;
|
•
|
a gain of
$3.2 million
related to fair market value adjustment to the contingent consideration payable in connection with a business combination (see Note 3 and Note 24 for additional discussions on fair value measurements and the acquisition of Peace Valley OSB);
|
•
|
a loss of
$0.4 million
associated with a workers' compensation reserve adjustment at an siding mill;
|
•
|
a gain of
$1.0 million
due to the forfeiture of a deposit posted with LP in relation to assets held for sale;
|
•
|
a loss of
$11.3 million
related to an increase in product related warranty reserves associated with CanExel products sold in specific geographic locations and for a specific time period; and
|
•
|
a loss of
$0.5 million
related to an increase in environmental reserves associated with a previously owned plywood mill.
|
•
|
a loss of
$4.8 million
related to a change in inventory convention for spare parts;
|
•
|
a loss of
$1.6 million
related to a prior year inventory adjustment;
|
•
|
a loss of
$1.6 million
related to a correction of prior years depreciation amounts associated with LP's South American operations;
|
•
|
a loss of
$17.7 million
related to an increase in product related warranty reserves associated with CanExel products sold in specific geographic locations and for a specific time period;
|
•
|
a gain of
$1.4 million
related to value added taxes;
|
•
|
a gain of
$1.9 million
related to proceeds received from insurance claims associated with an OSB mill in Canada and and earthquake in Chile;
|
•
|
a gain of
$20.5 million
in relation to the fair market value adjustment of the contingent consideration payable in connection with a business combination. See Note 3 and Note 24 for additional discussions on fair value measurements and the acquisition of Peace Valley OSB;
|
•
|
a loss of
$1.0 million
associated with a workers' compensation reserve adjustment at an OSB mill; and
|
•
|
a loss of
$1.0 million
related to an increase in environmental reserves associated with a previously owned plywood mill.
|
Dollar amounts in millions
|
Year ended December 31,
|
||||||||||
2015
|
|
2014
|
|
2013
|
|||||||
Impairment charges on long-lived assets
|
$
|
(1.5
|
)
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
Gain (loss) on sale of other long-lived assets
|
(0.6
|
)
|
|
3.1
|
|
|
(0.1
|
)
|
|||
|
$
|
(2.1
|
)
|
|
$
|
3.1
|
|
|
$
|
(0.2
|
)
|
•
|
a loss of
$1.2 million
related to the impairment on certain manufacturing assets associated with various OSB mills;
|
•
|
a loss of
$0.3 million
related to the write-off of certain logging roads associated to the Chambord timber license (see Note 17 for further discussion); and
|
•
|
a loss of
$0.6 million
related to the disposal of various assets no longer used.
|
•
|
a gain of
$3.7 million
related to the sale of the Athens Georgia facility; and
|
•
|
a loss of
$0.6 million
associated with the retirement of environmental equipment.
|
•
|
a loss of
$0.1 million
related to the impairment of an asset associated with a siding facility in Roaring River, NC; and
|
•
|
a loss of
$0.1 million
associated with the sales of various assets.
|
|
December 31,
|
||||||
Dollar amounts in millions
|
2015
|
|
2014
|
||||
Environmental reserves
|
$
|
16.6
|
|
|
$
|
13.6
|
|
Other reserves
|
0.2
|
|
|
0.6
|
|
||
Total contingencies
|
16.8
|
|
|
14.2
|
|
||
Current portion
|
(1.3
|
)
|
|
(2.0
|
)
|
||
Long-term portion
|
$
|
15.5
|
|
|
$
|
12.2
|
|
•
|
Approximately
$2.3 million
of costs, relating to three sites, pursuant to formal cost-sharing arrangements between LP and one or more third parties.
|
•
|
Approximately
$2.8 million
of costs, related to two transactions each covering multiple sites, pursuant to agreements contained in purchase and sale documents where LP has sold an asset to a third party and that third party has assumed responsibility for all or a portion of any remediation costs required for the sold asset.
|
•
|
Approximately
$0.3 million
of costs, related to one site undergoing cleanup pursuant to federal or state environmental laws, where multiple parties are involved.
|
|
Year ended December 31,
|
||||||||||
Dollar amounts in millions
|
2015
|
|
2014
|
|
2013
|
||||||
Beginning balance
|
$
|
13.6
|
|
|
$
|
14.9
|
|
|
$
|
14.1
|
|
Adjusted to expense (income) during the year
|
0.5
|
|
|
1.3
|
|
|
1.3
|
|
|||
Adjusted to expense (income) through other operating credits and charges, net
|
3.2
|
|
|
0.5
|
|
|
—
|
|
|||
Payments made
|
(0.7
|
)
|
|
(3.1
|
)
|
|
(0.5
|
)
|
|||
Ending balance
|
$
|
16.6
|
|
|
$
|
13.6
|
|
|
$
|
14.9
|
|
•
|
In connection with various sales of LP’s timberlands, LP has agreed to indemnify various buyers with respect to losses resulting from breaches of limited representations and warranties contained in these agreements. These indemnities generally are capped at a maximum potential liability and have an unspecified duration.
|
•
|
In connection with the sale by LP Canada Pulp Ltd (LPCP) of its pulp mill in Chetwynd, BC, Canada to Tembec, Ltd in October 2002, LP provided an indemnity of unspecified duration provided by LPCP for liabilities arising out of pre-closing operations. These indemnities, which do not extend to environmental liabilities, are capped at
C$15.0 million
in the aggregate.
|
|
Year ended December 31,
|
||||||||||
Dollar amounts in millions
|
2015
|
|
2014
|
|
2013
|
||||||
Beginning balance
|
$
|
31.4
|
|
|
$
|
29.3
|
|
|
$
|
21.4
|
|
Accrued to expense during the year
|
0.7
|
|
|
0.6
|
|
|
0.7
|
|
|||
Accrued/ (credited) to other operating credits and charges
|
(1.4
|
)
|
|
11.3
|
|
|
17.7
|
|
|||
Accrued to discontinued operations
|
2.5
|
|
|
3.0
|
|
|
2.0
|
|
|||
Foreign currency translation
|
(0.5
|
)
|
|
(1.2
|
)
|
|
—
|
|
|||
Payments made
|
(11.7
|
)
|
|
(11.6
|
)
|
|
(12.5
|
)
|
|||
Total warranty reserves
|
21.0
|
|
|
31.4
|
|
|
29.3
|
|
|||
Current portion of warranty reserves
|
(6.0
|
)
|
|
(12.0
|
)
|
|
(12.0
|
)
|
|||
Long term portion of warranty reserves
|
$
|
15.0
|
|
|
$
|
19.4
|
|
|
$
|
17.3
|
|
Dollar amounts in millions
|
|
2015
|
|
|
2014
|
|
2013
|
|||||
Sales
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16.0
|
|
Operating profit
|
|
(3.2
|
)
|
|
(3.0
|
)
|
|
(0.4
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash provided by (used in) operations from discontinued operations
|
|
(4.3
|
)
|
|
(4.2
|
)
|
|
(3.8
|
)
|
|||
Cash provided by (used in) investing activities from discontinued operations
|
|
—
|
|
|
—
|
|
|
14.1
|
|
Dollar amounts in millions
|
Foreign
currency
translation
adjustments
|
|
Pension
adjustments
|
|
Unrealized
gain (loss)
on
derivative
instruments
|
|
Unrealized
gain (loss)
on investments
|
|
Other
|
|
Total
|
||||||||||||
Balance at January 1, 2013
|
$
|
(7.6
|
)
|
|
$
|
(99.0
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
1.0
|
|
|
$
|
(2.0
|
)
|
|
$
|
(107.9
|
)
|
Other comprehensive income before reclassifications
|
(11.6
|
)
|
|
33.3
|
|
|
0.3
|
|
|
1.0
|
|
|
0.3
|
|
|
23.3
|
|
||||||
Amounts reclassified from accumulated comprehensive income
|
—
|
|
|
(4.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.6
|
)
|
||||||
Net current-period other comprehensive income
|
(11.6
|
)
|
|
28.7
|
|
|
0.3
|
|
|
1.0
|
|
|
0.3
|
|
|
18.7
|
|
||||||
Balance at December 31, 2013
|
(19.2
|
)
|
|
(70.3
|
)
|
|
—
|
|
|
2.0
|
|
|
(1.7
|
)
|
|
(89.2
|
)
|
||||||
Other comprehensive income before reclassifications
|
(14.5
|
)
|
|
(25.5
|
)
|
|
—
|
|
|
0.6
|
|
|
0.5
|
|
|
(38.9
|
)
|
||||||
Amounts reclassified from accumulated comprehensive income
|
—
|
|
|
(3.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.2
|
)
|
||||||
Net current-period other comprehensive income
|
(14.5
|
)
|
|
(28.7
|
)
|
|
—
|
|
|
0.6
|
|
|
0.5
|
|
|
(42.1
|
)
|
||||||
Balance at December 31, 2014
|
(33.7
|
)
|
|
(99.0
|
)
|
|
—
|
|
|
2.6
|
|
|
(1.2
|
)
|
|
(131.3
|
)
|
||||||
Other comprehensive income before reclassifications
|
(21.4
|
)
|
|
10.2
|
|
|
—
|
|
|
0.7
|
|
|
0.2
|
|
|
(10.3
|
)
|
||||||
Amounts reclassified from accumulated comprehensive income
|
—
|
|
|
(4.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
||||||
Net current-period other comprehensive income
|
(21.4
|
)
|
|
5.7
|
|
|
—
|
|
|
0.7
|
|
|
0.2
|
|
|
(14.8
|
)
|
||||||
Balance at December 31, 2015
|
$
|
(55.1
|
)
|
|
$
|
(93.3
|
)
|
|
$
|
—
|
|
|
$
|
3.3
|
|
|
$
|
(1.0
|
)
|
|
$
|
(146.1
|
)
|
|
|
Amount reclassified from accumulated comprehensive income
|
|
|
||||||||||
Components of Other Comprehensive Income
|
|
2015
|
|
2014
|
|
2013
|
|
Affected line item in the income statement
|
||||||
Amortization of defined benefit pension plans
|
|
|
|
|
|
|
|
|
||||||
Prior service cost
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
(a)
|
Actuarial loss
|
|
6.8
|
|
|
5.5
|
|
|
7.3
|
|
|
(a)
|
|||
Transition obligation
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
(a)
|
|||
|
|
7.3
|
|
|
5.5
|
|
|
7.2
|
|
|
Total before tax
|
|||
|
|
(2.8
|
)
|
|
(2.3
|
)
|
|
(2.6
|
)
|
|
Tax provision
|
|||
Total reclassifications for the years ended December 31, 2015, 2014 and 2013
|
|
$
|
4.5
|
|
|
$
|
3.2
|
|
|
$
|
4.6
|
|
|
Net of tax
|
|
Year ended December 31,
|
||||||||||
Dollar amounts in millions
|
2015
|
|
2014
|
|
2013
|
||||||
SALES BY BUSINESS SEGMENT
|
|
|
|
|
|
||||||
OSB
|
$
|
807.5
|
|
|
$
|
855.2
|
|
|
$
|
1,068.1
|
|
Siding
|
636.4
|
|
|
617.3
|
|
|
573.8
|
|
|||
Engineered Wood Products
|
286.1
|
|
|
281.0
|
|
|
250.4
|
|
|||
South America
|
134.9
|
|
|
150.4
|
|
|
171.5
|
|
|||
Other products
|
29.0
|
|
|
32.8
|
|
|
30.6
|
|
|||
Intersegment Sales
|
(1.4
|
)
|
|
(1.9
|
)
|
|
(9.2
|
)
|
|||
Total sales
|
$
|
1,892.5
|
|
|
1,934.8
|
|
|
$
|
2,085.2
|
|
|
PROFIT (LOSS) BY BUSINESS SEGMENT
|
|
|
|
|
|
||||||
OSB
|
$
|
(46.3
|
)
|
|
$
|
(52.6
|
)
|
|
$
|
230.3
|
|
Siding
|
93.2
|
|
|
79.8
|
|
|
85.8
|
|
|||
Engineered Wood Products
|
(7.3
|
)
|
|
(14.0
|
)
|
|
(14.6
|
)
|
|||
South America
|
9.8
|
|
|
11.3
|
|
|
20.0
|
|
|||
Other products
|
(2.8
|
)
|
|
(3.5
|
)
|
|
(6.1
|
)
|
|||
Other operating credits and charges, net
|
(16.3
|
)
|
|
(7.5
|
)
|
|
(3.8
|
)
|
|||
Gain (loss) on sales of and impairments of long-lived assets
|
(2.1
|
)
|
|
3.1
|
|
|
(0.2
|
)
|
|||
General corporate and other expense, net
|
(84.8
|
)
|
|
(89.8
|
)
|
|
(96.7
|
)
|
|||
Investment income
|
4.4
|
|
|
5.5
|
|
|
10.3
|
|
|||
Interest expense, net of capitalized interest
|
(31.2
|
)
|
|
(29.8
|
)
|
|
(36.0
|
)
|
|||
Other non-operating income (expense)
|
(5.3
|
)
|
|
(3.1
|
)
|
|
29.5
|
|
|||
Income (loss) from continuing operations before taxes
|
(88.7
|
)
|
|
(100.6
|
)
|
|
218.5
|
|
|||
Provision (benefit) for income taxes
|
(2.7
|
)
|
|
(27.2
|
)
|
|
41.1
|
|
|||
Income (loss) from continuing operations
|
$
|
(86.0
|
)
|
|
$
|
(73.4
|
)
|
|
$
|
177.4
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
DEPRECIATION AND AMORTIZATION
|
|
|
|
|
|
||||||
OSB
|
$
|
57.0
|
|
|
$
|
56.1
|
|
|
$
|
49.9
|
|
Siding
|
19.7
|
|
|
17.4
|
|
|
16.4
|
|
|||
Engineered Wood Products
|
12.6
|
|
|
13.7
|
|
|
11.4
|
|
|||
South America
|
7.9
|
|
|
9.1
|
|
|
10.5
|
|
|||
Other products
|
1.8
|
|
|
1.1
|
|
|
1.3
|
|
|||
Non-segment related
|
2.9
|
|
|
3.3
|
|
|
1.8
|
|
|||
Total depreciation and amortization
|
$
|
101.9
|
|
|
$
|
100.7
|
|
|
$
|
91.3
|
|
|
|
|
|
|
|
||||||
CAPITAL EXPENDITURES
|
|
|
|
|
|
||||||
OSB
|
$
|
26.5
|
|
|
$
|
26.3
|
|
|
$
|
36.5
|
|
Siding
|
75.7
|
|
|
33.0
|
|
|
22.8
|
|
|||
Engineered Wood Products
|
4.1
|
|
|
5.3
|
|
|
2.2
|
|
|||
South America
|
6.0
|
|
|
7.4
|
|
|
3.9
|
|
|||
Other products
|
1.1
|
|
|
—
|
|
|
—
|
|
|||
Non-segment related
|
0.4
|
|
|
8.1
|
|
|
10.2
|
|
|||
Total capital expenditures
|
$
|
113.8
|
|
|
$
|
80.1
|
|
|
$
|
75.6
|
|
Dollar amounts in millions
|
December 31,
|
||||||
2015
|
|
2014
(a)
|
|||||
IDENTIFIABLE ASSETS
|
|
|
|
||||
OSB
|
$
|
596.9
|
|
|
$
|
675.8
|
|
Siding
|
316.3
|
|
|
205.5
|
|
||
Engineered Wood Products
|
119.6
|
|
|
130.5
|
|
||
South America
|
92.7
|
|
|
126.8
|
|
||
Other products
|
40.4
|
|
|
41.2
|
|
||
Non-segment related
|
1,010.4
|
|
|
1,169.0
|
|
||
Total assets
|
$
|
2,176.3
|
|
|
$
|
2,348.8
|
|
|
Year ended December 31,
|
||||||||||
Dollar amounts in millions
|
2015
|
|
2014
|
|
2013
|
||||||
GEOGRAPHIC SEGMENTS
|
|
|
|
|
|
||||||
Total Sales—Point of origin
|
|
|
|
|
|
||||||
U.S.
|
$
|
1,511
|
|
|
$
|
1,465
|
|
|
$
|
1,611
|
|
Canada
|
248
|
|
|
322
|
|
|
303
|
|
|||
South America
|
135
|
|
|
150
|
|
|
172
|
|
|||
Intersegment sales
|
(1
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|||
Total Sales
|
$
|
1,893
|
|
|
$
|
1,935
|
|
|
$
|
2,085
|
|
Operating profit (loss)
|
|
|
|
|
|
||||||
U.S.
|
$
|
84
|
|
|
$
|
27
|
|
|
$
|
247
|
|
Canada
|
(47
|
)
|
|
(17
|
)
|
|
48
|
|
|||
South America
|
10
|
|
|
11
|
|
|
20
|
|
|||
Other operating credits and charges, net and gain (loss) on sales of and impairments of long-lived assets
|
(18
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|||
General corporate expense, other-than-temporary investment impairment, loss on early debt extinguishment, realized gain on long term investments, translation gains (losses) and interest, net
|
(118
|
)
|
|
(118
|
)
|
|
(93
|
)
|
|||
|
(89
|
)
|
|
(101
|
)
|
|
219
|
|
|||
Provision (benefit) for income taxes
|
(3
|
)
|
|
(27
|
)
|
|
41
|
|
|||
Income (loss) from continuing operations
|
$
|
(86
|
)
|
|
$
|
(73
|
)
|
|
$
|
177
|
|
|
|
|
|
|
|
||||||
IDENTIFIABLE TANGIBLE LONG LIVED ASSETS
|
|
|
|
|
|
||||||
U.S.
|
$
|
506
|
|
|
$
|
523
|
|
|
$
|
544
|
|
Canada
|
360
|
|
|
329
|
|
|
313
|
|
|||
South America
|
50
|
|
|
66
|
|
|
83
|
|
|||
Total assets
|
$
|
916
|
|
|
$
|
918
|
|
|
$
|
940
|
|
|
1ST QTR
|
|
2ND QTR
|
|
3RD QTR
|
|
4TH QTR
|
||||||||||||||||||||||||
(Dollars in millions, except per share)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||
QUARTERLY DATA
|
|||||||||||||||||||||||||||||||
Net sales
|
$
|
471.7
|
|
|
$
|
444.7
|
|
|
$
|
493.0
|
|
|
$
|
518.5
|
|
|
$
|
464.9
|
|
|
$
|
518.1
|
|
|
$
|
462.9
|
|
|
$
|
453.5
|
|
Income (loss) from continuing operations before taxes, equity in (income) loss of unconsolidated affiliates
|
(41.5
|
)
|
|
(20.4
|
)
|
|
(19.9
|
)
|
|
(5.8
|
)
|
|
(29.0
|
)
|
|
(23.3
|
)
|
|
(5.0
|
)
|
|
(55.5
|
)
|
||||||||
Income (loss) from continuing operations
|
(34.5
|
)
|
|
(14.2
|
)
|
|
(19.5
|
)
|
|
2.1
|
|
|
(24.6
|
)
|
|
(18.3
|
)
|
|
(7.4
|
)
|
|
(43.0
|
)
|
||||||||
Net income (loss)
|
$
|
(34.5
|
)
|
|
$
|
(14.2
|
)
|
|
$
|
(19.5
|
)
|
|
$
|
2.1
|
|
|
$
|
(26.5
|
)
|
|
$
|
(20.4
|
)
|
|
$
|
(7.6
|
)
|
|
$
|
(42.9
|
)
|
Income (loss) from continuing operations per share—basic
|
$
|
(0.24
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.17
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.30
|
)
|
Income (loss) from continuing operations per share—diluted
|
$
|
(0.24
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.17
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.30
|
)
|
Net income (loss) per share—basic
|
$
|
(0.24
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.19
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.30
|
)
|
Net income (loss) per share—diluted
|
$
|
(0.24
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.19
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.30
|
)
|
SALES BY SEGMENT:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
OSB
|
$
|
190.2
|
|
|
$
|
194.9
|
|
|
$
|
211.0
|
|
|
$
|
223.7
|
|
|
$
|
200.0
|
|
|
$
|
233.4
|
|
|
$
|
206.3
|
|
|
$
|
203.2
|
|
Siding
|
173.5
|
|
|
143.5
|
|
|
163.9
|
|
|
169.7
|
|
|
157.8
|
|
|
163.2
|
|
|
141.2
|
|
|
140.9
|
|
||||||||
Engineered wood products
|
64.8
|
|
|
62.2
|
|
|
72.0
|
|
|
75.9
|
|
|
74.4
|
|
|
77.3
|
|
|
74.9
|
|
|
65.6
|
|
||||||||
South America
|
35.9
|
|
|
36.6
|
|
|
38.7
|
|
|
41.9
|
|
|
26.8
|
|
|
36.0
|
|
|
33.5
|
|
|
35.9
|
|
||||||||
Other
|
7.3
|
|
|
7.9
|
|
|
7.4
|
|
|
8.7
|
|
|
6.8
|
|
|
8.3
|
|
|
7.5
|
|
|
7.9
|
|
||||||||
Intersegment sales
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(1.4
|
)
|
|
(0.9
|
)
|
|
(0.1
|
)
|
|
(0.5
|
)
|
|
—
|
|
||||||||
Total net sales
|
$
|
471.7
|
|
|
$
|
444.7
|
|
|
$
|
493.0
|
|
|
$
|
518.5
|
|
|
$
|
464.9
|
|
|
$
|
518.1
|
|
|
$
|
462.9
|
|
|
$
|
453.5
|
|
PROFIT (LOSS) BY BUSINESS SEGMENT
|
|||||||||||||||||||||||||||||||
OSB
|
$
|
(28.4
|
)
|
|
$
|
(1.9
|
)
|
|
$
|
(18.1
|
)
|
|
$
|
(5.5
|
)
|
|
$
|
(11.1
|
)
|
|
$
|
(16.4
|
)
|
|
$
|
11.3
|
|
|
$
|
(28.8
|
)
|
Siding
|
32.9
|
|
|
19.2
|
|
|
29.2
|
|
|
25.9
|
|
|
17.2
|
|
|
20.8
|
|
|
13.9
|
|
|
13.9
|
|
||||||||
Engineered wood products
|
(4.1
|
)
|
|
(3.1
|
)
|
|
(2.3
|
)
|
|
(5.3
|
)
|
|
(0.9
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(5.5
|
)
|
||||||||
South America
|
2.4
|
|
|
4.2
|
|
|
2.0
|
|
|
4.0
|
|
|
2.4
|
|
|
0.3
|
|
|
3.0
|
|
|
2.8
|
|
||||||||
Other
|
(0.9
|
)
|
|
(0.7
|
)
|
|
(1.0
|
)
|
|
(1.0
|
)
|
|
(0.5
|
)
|
|
(2.4
|
)
|
|
(0.4
|
)
|
|
0.8
|
|
||||||||
Other operating credits and charges, net
|
(11.6
|
)
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
(1.0
|
)
|
|
(0.5
|
)
|
|
(3.0
|
)
|
|
(6.4
|
)
|
||||||||
Loss on sale of and impairment of long-lived assets
|
(0.1
|
)
|
|
—
|
|
|
(0.5
|
)
|
|
0.5
|
|
|
(0.9
|
)
|
|
3.6
|
|
|
(0.6
|
)
|
|
(1.0
|
)
|
||||||||
General corporate and other expenses, net
|
(22.7
|
)
|
|
(27.3
|
)
|
|
(22.0
|
)
|
|
(20.7
|
)
|
|
(20.6
|
)
|
|
(18.5
|
)
|
|
(20.2
|
)
|
|
(23.5
|
)
|
||||||||
Non-operating income (expense)
|
(2.2
|
)
|
|
(4.3
|
)
|
|
0.4
|
|
|
3.8
|
|
|
(3.7
|
)
|
|
(1.3
|
)
|
|
0.2
|
|
|
(1.3
|
)
|
||||||||
Investment income
|
1.4
|
|
|
1.8
|
|
|
1.0
|
|
|
1.7
|
|
|
0.5
|
|
|
0.9
|
|
|
1.5
|
|
|
1.1
|
|
||||||||
Interest expense, net of capitalized interest
|
(7.5
|
)
|
|
(7.7
|
)
|
|
(7.2
|
)
|
|
(7.4
|
)
|
|
(8.4
|
)
|
|
(8.3
|
)
|
|
(8.1
|
)
|
|
(6.4
|
)
|
||||||||
Income (loss) from operations before taxes
|
(40.8
|
)
|
|
(19.8
|
)
|
|
(18.5
|
)
|
|
(4.6
|
)
|
|
(27.0
|
)
|
|
(21.9
|
)
|
|
(2.4
|
)
|
|
(54.3
|
)
|
||||||||
Provision (benefit) for income taxes
|
(6.3
|
)
|
|
(5.6
|
)
|
|
1.0
|
|
|
(6.7
|
)
|
|
(2.4
|
)
|
|
(3.6
|
)
|
|
5.0
|
|
|
(11.3
|
)
|
||||||||
Income (loss) from continuing operations
|
$
|
(34.5
|
)
|
|
$
|
(14.2
|
)
|
|
$
|
(19.5
|
)
|
|
$
|
2.1
|
|
|
$
|
(24.6
|
)
|
|
$
|
(18.3
|
)
|
|
$
|
(7.4
|
)
|
|
$
|
(43.0
|
)
|
|
1ST QTR
|
|
2ND QTR
|
|
3RD QTR
|
|
4TH QTR
|
||||||||||||||||||||||||
(Dollars in millions, except per share)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||
ADJUSTED EBITDA FROM CONTINUING OPERATIONS
|
|||||||||||||||||||||||||||||||
OSB
|
$
|
(13.4
|
)
|
|
$
|
11.9
|
|
|
$
|
(3.7
|
)
|
|
$
|
8.3
|
|
|
$
|
3.9
|
|
|
$
|
(0.8
|
)
|
|
$
|
24.9
|
|
|
$
|
(15.0
|
)
|
Siding
|
38.1
|
|
|
23.6
|
|
|
34.6
|
|
|
30.3
|
|
|
22.3
|
|
|
25.5
|
|
|
18.7
|
|
|
18.5
|
|
||||||||
Engineered wood products
|
(0.4
|
)
|
|
1.3
|
|
|
0.6
|
|
|
(1.3
|
)
|
|
2.5
|
|
|
4.0
|
|
|
3.1
|
|
|
(3.6
|
)
|
||||||||
South America
|
4.5
|
|
|
6.5
|
|
|
4.1
|
|
|
6.6
|
|
|
4.4
|
|
|
2.3
|
|
|
4.7
|
|
|
5.0
|
|
||||||||
Other
|
(0.5
|
)
|
|
(0.4
|
)
|
|
(0.5
|
)
|
|
(0.8
|
)
|
|
(0.2
|
)
|
|
(2.2
|
)
|
|
0.1
|
|
|
1.2
|
|
||||||||
Corporate
|
(22.2
|
)
|
|
(20.0
|
)
|
|
(18.9
|
)
|
|
(16.8
|
)
|
|
(21.9
|
)
|
|
(17.2
|
)
|
|
(18.4
|
)
|
|
(22.9
|
)
|
||||||||
Total Adjusted EBITDA from continuing operations
|
$
|
6.1
|
|
|
$
|
22.9
|
|
|
$
|
16.2
|
|
|
$
|
26.3
|
|
|
$
|
11.0
|
|
|
$
|
11.6
|
|
|
$
|
33.1
|
|
|
$
|
(16.8
|
)
|
Name
|
Age
|
|
Title
|
Curtis M. Stevens
|
63
|
|
Chief Executive Officer
|
Sallie B. Bailey
|
56
|
|
Executive Vice President, CFO
|
W. Bradley Southern
|
56
|
|
Executive Vice President, OSB
|
Brian E. Luoma
|
53
|
|
Executive Vice President, Siding
|
Neil Sherman
|
53
|
|
Senior Vice President, EWP
|
Michael Sims
|
58
|
|
Senior Vice President, Sales and Marketing
|
Date:
|
February 24, 2016
|
LOUISIANA-PACIFIC CORPORATION
(Registrant)
|
|
|
|
|
|
/s/ SAILLIE B BAILEY
|
|
|
Sallie B. Bailey
Executive Vice President and
Chief Financial Officer
|
Date
|
|
Signature and Title
|
|
|
|
February 24, 2016
|
|
/s/ CURTIS M. STEVENS
|
|
|
Curtis M. Stevens
Chief Executive Officer, Director
(Principal Executive Officer)
|
|
|
|
February 24, 2016
|
|
/s/ SALLIE B. BAILEY
|
|
|
Sallie B Bailey
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
February 24, 2016
|
|
/s/ R
EBECCA
A. B
ARCKLEY
|
|
|
Rebecca A. Barckley
Controller, Financial Reporting
(Principal Accounting Officer)
|
|
|
|
February 24, 2016
|
|
/s/ E. G
ARY
C
OOK
|
|
|
E. Gary Cook
Chairman of the Board
|
|
|
|
February 24, 2016
|
|
/s/ C
OLIN
D.W
ATSON
|
|
|
Colin D.Watson
Director
|
|
|
|
|
|
|
February 24, 2016
|
|
/s/ L
IZANNE
C. G
OTTUNG
|
|
|
Lizanne C. Gottung
Director
|
|
|
|
February 24, 2016
|
|
/s/ D
USTAN
E. M
C
C
OY
|
|
|
Dustan E. McCoy
Director
|
|
|
|
February 24, 2016
|
|
/s/ D
ANIEL
K. F
RIERSON
|
|
|
Daniel K. Frierson
Director
|
|
|
|
February 24, 2016
|
|
/s/ K
URT
M. L
ANDGRAF
|
|
|
Kurt M. Landgraf
Director
|
|
|
|
February 24, 2016
|
|
/s/ J
OHN
W. W
EAVER
|
|
|
John W. Weaver
Director
|
3.1
|
|
Restated Certificate of Incorporation of LP. Incorporated herein by reference to Exhibit 3.1 to LP’s Annual Report on Form 10-K for the year ended December 31, 2007.
|
|
|
|
3.1 (a)
|
|
Amended Certificate of Designation of Series A Junior Participating Cumulative Preferred Stock. Incorporated herein by reference to Exhibit 3.3 to LP’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.
|
|
|
|
3.2
|
|
Bylaws of LP, as amended and restated effective July 31, 2015. Incorporated herein by reference to Exhibit 3.1 to LP’s Current Report on Form 8-K dated August 4, 2015.
|
|
|
|
4.1
|
|
Rights Agreement, dated as of May 23, 2008, between LP and Computershare Trust Company, N.A., as Rights Agent, including the form of Right Certificate as Exhibit A and the Summary of Rights to Purchase Preferred Shares as Exhibit B. Incorporated herein by reference to Exhibit 4.1 to LP’s Registration Statement on Form 8-A filed June 17, 2008.
|
|
|
|
4.2
|
|
Warrant Agreement, dated as of March 10, 2009, between Louisiana-Pacific Corporation and Computershare Trust Company, N.A., as warrant agent. Incorporated herein by reference to
Exhibit 4.4 to LP’s Current Report on Form 8-K dated March 10, 2009.
|
|
|
|
10.1(a)
|
|
Credit Agreement, dated as of December 6, 2013, among LP, as borrower, certain subsidiaries of LP from time to time party thereto, the lenders party thereto, American AgCredit, PCA, as administrative agent for the lenders (as successor to American AgCredit FLCA), and CoBank, ACB, as letter of credit issuer. Incorporated herein by reference to Exhibit 10.1 to LP’s Current Report on Form 8-K dated December 12, 2013.
|
|
|
|
10.1(b)
|
|
Letter Agreement re: Louisiana-Pacific Credit Agreement; Resignation of American AgCredit FLCA (“FLCA”), as Administrative Agent, and appointment of its Affiliate, American AgCredit, PCA (“PCA”), as new Administrative Agent, dated as of December 6, 2013, among PCA, FLCA, the lenders party to the Credit Agreement and LP.
|
|
|
|
10.1(c)
|
|
Joinder Agreement, dated as of December 31, 2013, between LPS Corporation and American AgCredit, PCA, in its capacity as administrative agent under the credit agreement.
|
|
|
|
10.1 (d)
|
|
First Amendment to Credit Agreement, dated as of February 25, 2014, among LP, as borrower, certain subsidiaries of LP from time to time party thereto, the lenders party thereto, American AgCredit, PCA, as administrative agent for the lenders (as successor to American AgCredit FLCA), and CoBank, ACB, as letter of credit issuer. Incorporated herein by reference to Exhibit 10.1 to LP’s Current Report on Form 8-K dated February 27, 2014.
|
|
|
|
10.1 (e)
|
|
Second Amendment to Credit Agreement, dated as of July 25th, 2014, among LP, as borrower, certain subsidiaries of LP from time to time party thereto, the lenders party thereto, American AgCredit, PCA, as administrative agent for the lenders (as successor to American AgCredit FLCA), and CoBank, ACB, as letter of credit issuer. Incorporated herein by reference to Exhibit 10.1 to LP’s Current Report on Form 8-K dated July 28, 2014.
|
|
|
|
10.2
|
|
Security Agreement, dated December 6, 2013, among LP, certain subsidiaries of LP from time to time party thereto and American AgCredit, PCA, as administrative agent under the credit agreement (as successor to America AgCredit, FLCA). Incorporated herein by reference to Exhibit 10.1 to LP’s Current Report on Form 8-K dated December 12, 2013.
|
|
|
|
10.3
|
|
Indenture, dated as of May 21, 2012, between Louisiana-Pacific Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee. Incorporated herein by reference to Exhibit10.3 to LP's Current Report on Form 8-K dated May 21, 2012. *
|
|
|
|
10.4
|
|
Note Purchase Agreement, dated June 30, 1998, among LP, LP SPV2, LLC and the Purchasers named therein. Incorporated herein by reference to Exhibit 4 to LP’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998.
|
|
|
|
10.5
|
|
Undertaking Letter between Phemus Corporation and LP, dated July 2, 2003. Incorporated herein by reference to Exhibit 10.22 to LP’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003.
|
|
|
|
10.6
|
|
Settlement Agreement, dated November 30, 2012, between Duetsche Bank Securities, Inc. and LP. Incorporated herein by reference to Exhibit 10.6(b) to LP’s Current Report on Form 8-K dated December 3, 2012.
|
|
|
|
10.7
|
|
1992 Non-Employee Director Stock Option Plan (as amended and restated as of May 8, 2009). Incorporated herein by reference to Exhibit 10.10 to LP’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2009. *
|
|
|
|
10.8
|
|
2000 Non-Employee Director Restricted Stock Plan Effective May 1, 2000 (as amended and restated as of May 8, 2009). Incorporated herein by reference to Exhibit 10.15 to LP’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2009. *
|
|
|
|
10.9
|
|
1997 Incentive Stock Award Plan, as amended and restated effective May 7, 2009. Incorporated herein by reference to Appendix A B to LP’s Proxy Statement dated March 23, 2009. *
|
|
|
|
10.9(a)
|
|
Form of Award Agreement under the 1997 Incentive Stock Award Plan for Non-Qualified Stock Options. Incorporated herein by reference to Exhibit 10.1 to LP’s Current Report on Form 8-K dated February 4, 2005. *
|
|
|
|
10.9(b)
|
|
General Form of Award Agreement under the 1997 Incentive Stock Award Plan for Incentive Shares. Incorporated herein by reference to Exhibit 10.3 to LP Current Report on Form 8-K dated February 4, 2005. *
|
|
|
|
10.9 (c)
|
|
Form of Award Agreement under the 1997 Incentive Stock Award Plan for Restricted Stock. Incorporated herein by reference to Exhibit 10.11(c) to LP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007.*
|
|
|
|
10.9(d)
|
|
Form of Award Agreement under the 1997 Incentive Stock Award Plan for Stock Settled Stock Appreciation Rights. Incorporated herein by reference to Exhibit 10.11(d) to LP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007.*
|
|
|
|
10.10
|
|
Annual Cash Incentive Award Plan, as amended and restated as of February 12, 2009. Incorporated herein by reference to Appendix B to LP’s Proxy Statement dated March 23, 2009. *
|
|
|
|
10.11
|
|
Performance Share Award Agreement LP and Curtis M. Stevens. Incorporated herein by reference to Exhibit 99.2 to LP’s Current Report on Form 8-K dated March 13, 2012. *
|
|
|
|
10.12
|
|
Form of Change of Control Employment Agreement between LP and each of Curtis M. Stevens, Richard S. Olszeski and Mr. Jeffrey M. Wagner. Incorporated herein by reference to Exhibit 10.1 to LP’s Current Report on Form 8-K. *
|
|
|
|
10.13
|
|
Change of Control Employment Agreement between LP and Sallie B. Bailey. Incorporated herein by reference to Exhibit 10.3 to LP’s Form 10-K dated December 31, 2011. *
|
|
|
|
10.14
|
|
2004 Executive Deferred Compensation Plan, amended and restated effective January 1, 2009. Incorporated herein by reference to Exhibit 10.13 to LP's Quarterly Report on Form 10-Q dated July 29, 2011. *
|
|
|
|
10.15
|
|
2008 Supplemental Executive Retirement Plan, amended and restated effective January 1, 2008. Incorporated herein by reference to Exhibit 10.14 to LP's Quarterly Report on Form 10-Q dated July 29, 2011. *
|
|
|
|
10.16
|
|
2011 Non-Employee Director Phantom Share Plan effective May 15, 2011. Incorporated herein by reference to Exhibit 10.15 to LP's Quarterly Report on Form 10-Q dated July 29, 2011. *
|
|
|
|
10.17
|
|
2013 Omnibus Stock Plan effective May 3, 2013. Incorporated herein by reference to Annex A to LP’s Proxy Statement dated March 20, 2013. *
|
|
|
|
10.19
|
|
Form of Award Agreement under the 2013 Omnibus Stock Plan for Stock Settled Stock Appreciation Rights.*
|
|
|
|
10.20
|
|
Form of Award Agreement under the 2013 Omnibus Stock Plan for Restricted Stock Awards.*
|
|
|
|
10.21
|
|
Form of Award Agreement under the 2013 Omnibus Stock Plan for Restricted Stock Unit Awards.*
|
|
|
|
10.22
|
|
Form of Award Agreement under the 2013 Omnibus Stock Plan for Restricted Stock Unit Awards with certain retirement provisions.*
|
|
|
|
10.23
|
|
Form of Award Agreement under the 2013 Omnibus Stock Plan for Performance Awards. Incorporated by reference to Exhibit 10.23 of LP's Annual Report on Form 10-K for the fiscal year ended December 31, 2014.*
|
|
|
|
10.24
|
|
Form of Award Agreement under the 2013 Omnibus Stock Plan for Performance Awards with certain retirement provisions. *
|
|
|
|
10.25
|
|
Form of Award Agreement under the 2013 Omnibus Stock Plan for Stock Settled Stock Appreciation Rights with certain retirement provisions. *
|
|
|
|
10.26
|
|
Separation agreement with Mr. Jeffrey Wagner. Incorporated by reference to Exhibit 10.1 of LP's Quarterly Report on Form 10-Q dated August 4, 2015.*
|
|
|
|
10.27
|
|
Form of Award of Change in Control. Incorporated herein by reference to Exhibit 10 to LP’s Current Report on Form 8-K dated March 4, 2015.
|
|
|
|
21
|
|
List of LP’s subsidiaries. Incorporated by reference to Exhibit 21 to LP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004.
|
|
|
|
23
|
|
Consent of Deloitte & Touche LLP.
|
|
|
|
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
|
|
Certifications pursuant to §906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
Corporation:
|
Louisiana-Pacific Corporation, a Delaware corporation (“
Corporation
”)
|
Awardee:
|
[Employee name]
(“
Participant
”)
|
Plan:
|
Louisiana-Pacific Corporation 2013 Omnibus Stock Award Plan (the “
Plan
”)
|
Award:
|
[XXX]
freestanding stock-settled stock appreciation rights (“
SARs
”)
|
Grant Date:
|
__________ ___, 20___ (“
Grant Date
”)
|
(i)
|
Participant’s death or Disability while Participant is continuously employed by Corporation or any of its Subsidiaries; or
|
(ii)
|
a Change of Control.
|
Corporation:
|
LOUISIANA-PACIFIC CORPORATION
_____________________________________
By:
[officer name]
Its:
[officer title]
|
Participant:
|
|
Corporation:
|
Louisiana-Pacific Corporation, a Delaware corporation (“
Corporation
”)
|
Awardee:
|
[Employee name]
(“
Participant
”)
|
Plan:
|
Louisiana-Pacific Corporation 2013 Omnibus Stock Award Plan (the “
Plan
”)
|
Award:
|
[XXX]
shares of Corporation’s Common Stock (“
Restricted Stock
”)
|
Grant Date:
|
__________ ___, 20___ (“
Grant Date
”)
|
Corporation:
|
LOUISIANA-PACIFIC CORPORATION
_____________________________________
By:
[officer name]
Its:
[officer title]
|
Participant:
|
|
|
[Participant name]
|
|
|
Corporation:
|
Louisiana-Pacific Corporation, a Delaware corporation (“
Corporation
”)
|
Awardee:
|
[Employee name]
(“
Participant
”)
|
Plan:
|
Louisiana-Pacific Corporation 2013 Omnibus Stock Award Plan (the “
Plan
”)
|
Award:
|
[XXX]
Share units having a value equal to such number of Shares (“
Restricted Stock Units
”)
|
Grant Date:
|
__________ ___, 20___ (“
Grant Date
”)
|
Corporation:
|
LOUISIANA-PACIFIC CORPORATION
_____________________________________
By:
[officer name]
Its:
[officer title]
|
Participant:
|
|
Corporation:
|
Louisiana-Pacific Corporation, a Delaware corporation (“
Corporation
”)
|
Awardee:
|
[Employee name]
(“
Participant
”)
|
Plan:
|
Louisiana-Pacific Corporation 2013 Omnibus Stock Award Plan (the “
Plan
”)
|
Award:
|
[XXX]
Share units having a value equal to such number of Shares (“
Restricted Stock Units
”)
|
Grant Date:
|
__________ ___, 20___ (“
Grant Date
”)
|
|
|
|
|
Corporation:
|
LOUISIANA-PACIFIC CORPORATION
_____________________________________
By:
[officer name]
Its:
[officer title]
|
Participant:
|
|
Corporation:
|
Louisiana-Pacific Corporation, a Delaware corporation (“
Corporation
”)
|
Awardee:
|
[Employee name]
(“
Participant
”)
|
Plan:
|
Louisiana-Pacific Corporation 2013 Omnibus Stock Award Plan (the “
Plan
”)
|
Target Award:
|
Target number of
[XXX]
Share units, each unit representing a right to receive one Share subject to the terms and conditions of this Agreement (“
Performance Shares
”)
|
Grant Date:
|
__________ ___, 20___ (“
Grant Date
”)
|
Corporation:
|
LOUISIANA-PACIFIC CORPORATION
_____________________________________
By:
[officer name]
Its:
[officer title]
|
Participant:
|
|
|
[Participant name]
|
|
|
Corporation:
|
Louisiana-Pacific Corporation, a Delaware corporation (“
Corporation
”)
|
Awardee:
|
[Employee name]
(“
Participant
”)
|
Plan:
|
Louisiana-Pacific Corporation 2013 Omnibus Stock Award Plan (the “
Plan
”)
|
Award:
|
[XXX]
freestanding stock-settled stock appreciation rights (“
SARs
”)
|
Grant Date:
|
__________ ___, 20___ (“
Grant Date
”)
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 24, 2016
|
|
/
S
/ CURTIS M. STEVENS
|
|
|
|
Curtis M. Stevens
Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-K of Louisiana-Pacific Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 24, 2016
|
/
S
/ SALLIE B.BAILEY
|
|
|
Sallie B. Bailey
|
|
|
Chief Financial Officer
|
Re:
|
Certification Pursuant to § 906 of the Sarbanes-Oxley Act of 2002
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
|
/
S
/ CURTIS M. STEVENS
|
Name: Curtis M. Stevens
Title: Chief Executive Officer
|
/
S
/ SALLIE B. BAILEY
|
Name: Sallie B. Bailey
Title: Chief Financial Officer
|