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Delaware
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93-0609074
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
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Common Stock, $1 par value
|
LPX
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New York Stock Exchange
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Large accelerated filer
|
x
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Accelerated filer
|
o
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Non-accelerated filer
|
o
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Smaller reporting company
|
o
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Emerging growth company
|
o
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•
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changes in governmental fiscal and monetary policies, including tariffs and levels of employment;
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•
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changes in general economic conditions;
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•
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changes in the cost and availability of capital;
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•
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changes in the level of home construction and repair activity;
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|
•
|
changes in competitive conditions and prices for our products;
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|
•
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changes in the relationship between supply of and demand for building products;
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•
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changes in the relationship between supply of and demand for raw materials, including wood fiber and resins, used in manufacturing our products;
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•
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changes in the cost of and availability of energy, primarily natural gas, electricity and diesel fuel;
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•
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changes in the cost of and availability of transportation;
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|
•
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changes in other significant operating expenses;
|
|
•
|
changes in exchange rates between the U.S. dollar and other currencies, particularly the Canadian dollar, Brazilian real and Chilean peso;
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|
•
|
changes in general and industry-specific environmental laws and regulations;
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•
|
changes in tax laws, and interpretations thereof;
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|
•
|
changes in circumstances giving rise to environmental liabilities or expenditures;
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•
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the resolution of existing and future product-related litigation and other legal proceedings; and
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•
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acts of public authorities, war, civil unrest, natural disasters, fire, floods, earthquakes, inclement weather and other matters beyond our control.
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|
Item 1.
|
Financial Statements.
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
|
ASSETS
|
|
|
|
||||
|
Current assets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
304
|
|
|
$
|
878
|
|
|
Receivables, net of allowance for doubtful accounts of $3 million at September 30, 2019 and $1 million at December 31, 2018
|
183
|
|
|
128
|
|
||
|
Inventories
|
260
|
|
|
273
|
|
||
|
Prepaid expenses and other current assets
|
14
|
|
|
8
|
|
||
|
Total current assets
|
761
|
|
|
1,287
|
|
||
|
|
|
|
|
||||
|
Timber and timberlands
|
61
|
|
|
62
|
|
||
|
Property, plant and equipment, net
|
1,034
|
|
|
1,010
|
|
||
|
Goodwill and other intangible assets
|
54
|
|
|
26
|
|
||
|
Operating lease assets
|
41
|
|
|
—
|
|
||
|
Investments in and advances to affiliates
|
10
|
|
|
49
|
|
||
|
Other assets
|
82
|
|
|
79
|
|
||
|
Total assets
|
$
|
2,043
|
|
|
$
|
2,514
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
|
Current liabilities:
|
|
|
|
||||
|
Current portion of long-term debt
|
$
|
3
|
|
|
$
|
5
|
|
|
Accounts payable and accrued liabilities
|
213
|
|
|
236
|
|
||
|
Income taxes payable
|
1
|
|
|
21
|
|
||
|
Total current liabilities
|
216
|
|
|
262
|
|
||
|
|
|
|
|
||||
|
Long-term debt, excluding current portion
|
348
|
|
|
347
|
|
||
|
Non-current operating lease liabilities
|
33
|
|
|
—
|
|
||
|
Other long-term liabilities
|
223
|
|
|
205
|
|
||
|
|
|
|
|
||||
|
Redeemable noncontrolling interest
|
12
|
|
|
—
|
|
||
|
|
|
|
|
||||
|
Stockholders’ equity:
|
|
|
|
||||
|
Common stock, $1 par value, 200,000,000 shares authorized, 135,237,793 shares issued and outstanding at September 30, 2019 and 153,358,542 shares issued and outstanding at December 31, 2018
|
135
|
|
|
153
|
|
||
|
Additional paid-in capital
|
453
|
|
|
458
|
|
||
|
Retained earnings
|
1,185
|
|
|
1,613
|
|
||
|
Treasury stock, 17,793,832 shares and 16,525,351 shares, at cost
|
(408
|
)
|
|
(378
|
)
|
||
|
Accumulated comprehensive loss
|
(152
|
)
|
|
(146
|
)
|
||
|
Total stockholders’ equity
|
1,213
|
|
|
1,700
|
|
||
|
Total liabilities and stockholders’ equity
|
$
|
2,043
|
|
|
$
|
2,514
|
|
|
|
Quarter Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Net sales
|
$
|
603
|
|
|
$
|
737
|
|
|
$
|
1,773
|
|
|
$
|
2,239
|
|
|
Cost of sales
|
529
|
|
|
524
|
|
|
1,540
|
|
|
1,589
|
|
||||
|
Gross profit
|
75
|
|
|
213
|
|
|
233
|
|
|
650
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Selling, general and administrative expenses
|
58
|
|
|
51
|
|
|
172
|
|
|
152
|
|
||||
|
(Gain) loss on sale or impairment of long lived assets, net
|
5
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
|
Other operating credits and charges, net
|
3
|
|
|
(6
|
)
|
|
2
|
|
|
(11
|
)
|
||||
|
Income from operations
|
8
|
|
|
168
|
|
|
53
|
|
|
510
|
|
||||
|
Interest expense, net
|
(4
|
)
|
|
2
|
|
|
(5
|
)
|
|
1
|
|
||||
|
Other non-operating items
|
(1
|
)
|
|
(2
|
)
|
|
8
|
|
|
(4
|
)
|
||||
|
Income from continuing operations before taxes
|
3
|
|
|
167
|
|
|
56
|
|
|
506
|
|
||||
|
Provision for income taxes
|
3
|
|
|
42
|
|
|
13
|
|
|
123
|
|
||||
|
Equity in loss of unconsolidated affiliates
|
—
|
|
|
1
|
|
|
—
|
|
|
2
|
|
||||
|
Income from continuing operations
|
1
|
|
|
124
|
|
|
43
|
|
|
382
|
|
||||
|
Loss from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
||||
|
Net income
|
$
|
1
|
|
|
$
|
124
|
|
|
$
|
42
|
|
|
$
|
378
|
|
|
Less: Net loss attributed to non-controlling interest
|
(1
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
||||
|
Net income attributed to Louisiana-Pacific Corporation
|
$
|
2
|
|
|
$
|
124
|
|
|
$
|
46
|
|
|
$
|
378
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Amounts attributed to Louisiana-Pacific Corporation common shareholders:
|
|
|
|
|
|
|
|
||||||||
|
Income from continuing operations, net of tax
|
$
|
2
|
|
|
$
|
124
|
|
|
$
|
46
|
|
|
$
|
382
|
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
||||
|
|
$
|
2
|
|
|
$
|
124
|
|
|
$
|
46
|
|
|
$
|
378
|
|
|
Net income per share of common stock:
|
|
|
|
|
|
|
|
||||||||
|
Income per share continuing operations
|
$
|
0.02
|
|
|
$
|
0.87
|
|
|
$
|
0.37
|
|
|
$
|
2.65
|
|
|
Loss per share discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.03
|
)
|
||||
|
Net income per share - basic
|
$
|
0.02
|
|
|
$
|
0.87
|
|
|
$
|
0.37
|
|
|
$
|
2.62
|
|
|
Diluted net income per share of common stock:
|
|
|
|
|
|
|
|
||||||||
|
Income per share continuing operations
|
$
|
0.02
|
|
|
$
|
0.86
|
|
|
$
|
0.36
|
|
|
$
|
2.62
|
|
|
Loss per share discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.03
|
)
|
||||
|
Net income per share - diluted
|
$
|
0.02
|
|
|
$
|
0.86
|
|
|
$
|
0.36
|
|
|
$
|
2.59
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Average shares of common stock used to compute net income per share:
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
121.4
|
|
|
142.5
|
|
|
125.1
|
|
|
143.9
|
|
||||
|
Diluted
|
122.2
|
|
|
143.9
|
|
|
125.9
|
|
|
145.6
|
|
||||
|
|
Quarter Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Net income
|
$
|
1
|
|
|
$
|
124
|
|
|
$
|
42
|
|
|
$
|
378
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
|
Foreign currency translation adjustments
|
(10
|
)
|
|
(2
|
)
|
|
(7
|
)
|
|
(14
|
)
|
||||
|
Unrealized gain (loss) on investments, net of tax
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
|
Amortization of pension and post-retirement prior service costs and net loss
|
1
|
|
|
1
|
|
|
3
|
|
|
4
|
|
||||
|
Other comprehensive loss
|
(9
|
)
|
|
(1
|
)
|
|
(5
|
)
|
|
(9
|
)
|
||||
|
Comprehensive income (loss)
|
(9
|
)
|
|
123
|
|
|
37
|
|
|
368
|
|
||||
|
Less: comprehensive loss attributed to redeemable non-controlling interest
|
(1
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
||||
|
Comprehensive income (loss) attributed to Louisiana-Pacific Corporation
|
$
|
(7
|
)
|
|
$
|
123
|
|
|
$
|
41
|
|
|
$
|
368
|
|
|
|
Quarter Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||||
|
Net income
|
$
|
1
|
|
|
$
|
124
|
|
|
$
|
42
|
|
|
$
|
378
|
|
|
Non-cash charges to income:
|
|
|
|
|
|
|
|
||||||||
|
Depreciation and amortization
|
30
|
|
|
31
|
|
|
90
|
|
|
92
|
|
||||
|
Gain on acquisition
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
||||
|
Other adjustments, net
|
17
|
|
|
(1
|
)
|
|
23
|
|
|
4
|
|
||||
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
||||||||
|
(Increase) decrease in receivables
|
(6
|
)
|
|
19
|
|
|
(46
|
)
|
|
(26
|
)
|
||||
|
(Increase) decrease in prepaids and other current assets
|
(3
|
)
|
|
1
|
|
|
(6
|
)
|
|
(4
|
)
|
||||
|
(Increase) decrease in inventories
|
31
|
|
|
2
|
|
|
14
|
|
|
(12
|
)
|
||||
|
Increase (decrease) in accounts payable and accrued liabilities
|
(11
|
)
|
|
2
|
|
|
(29
|
)
|
|
(18
|
)
|
||||
|
Increase (decrease) in income taxes payable and deferred income taxes
|
1
|
|
|
10
|
|
|
(15
|
)
|
|
47
|
|
||||
|
Pension contributions
|
—
|
|
|
(36
|
)
|
|
(1
|
)
|
|
(41
|
)
|
||||
|
Net cash provided by (used in) operating activities
|
59
|
|
|
151
|
|
|
58
|
|
|
419
|
|
||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||||
|
Property, plant and equipment additions
|
(37
|
)
|
|
(63
|
)
|
|
(118
|
)
|
|
(150
|
)
|
||||
|
Investment in unconsolidated affiliate
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
(45
|
)
|
||||
|
Cash acquired (used in) acquisition
|
—
|
|
|
—
|
|
|
33
|
|
|
—
|
|
||||
|
Other investing activities
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
23
|
|
||||
|
Net cash used in investing activities
|
(40
|
)
|
|
(63
|
)
|
|
(90
|
)
|
|
(173
|
)
|
||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||||
|
Repayment of long-term debt
|
—
|
|
|
(22
|
)
|
|
(3
|
)
|
|
(22
|
)
|
||||
|
Payment of cash dividends
|
(16
|
)
|
|
(19
|
)
|
|
(50
|
)
|
|
(56
|
)
|
||||
|
Purchase of stock
|
(42
|
)
|
|
(60
|
)
|
|
(480
|
)
|
|
(99
|
)
|
||||
|
Other financing activities
|
(2
|
)
|
|
(2
|
)
|
|
(8
|
)
|
|
(6
|
)
|
||||
|
Net cash used in financing activities
|
(60
|
)
|
|
(102
|
)
|
|
(541
|
)
|
|
(183
|
)
|
||||
|
EFFECT OF EXCHANGE RATE ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(5
|
)
|
||||
|
Net decrease in cash, cash equivalents and restricted cash
|
(44
|
)
|
|
(14
|
)
|
|
(574
|
)
|
|
59
|
|
||||
|
Cash, cash equivalents and restricted cash at beginning of period
|
362
|
|
|
1,014
|
|
|
892
|
|
|
941
|
|
||||
|
Cash, cash equivalents and restricted cash at end of period
|
$
|
318
|
|
|
$
|
1,000
|
|
|
$
|
318
|
|
|
$
|
1,000
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Supplemental cash flow information:
|
|
|
|
|
|
|
|
||||||||
|
Cash paid for income taxes
|
$
|
—
|
|
|
$
|
32
|
|
|
$
|
29
|
|
|
$
|
73
|
|
|
Cash paid for interest, net of cash received
|
$
|
5
|
|
|
$
|
4
|
|
|
$
|
10
|
|
|
$
|
7
|
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Comprehensive
Loss
|
|
Total
Stockholders'
Equity
|
||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
|
Balance, December 31, 2018
|
153
|
|
|
$
|
153
|
|
|
17
|
|
|
$
|
(378
|
)
|
|
$
|
458
|
|
|
$
|
1,613
|
|
|
$
|
(146
|
)
|
|
$
|
1,700
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27
|
|
|
|
|
|
27
|
|
||||||
|
Dividends paid ($0.135 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(17
|
)
|
|
|
|
|
(17
|
)
|
||||||
|
Issuance of shares under stock plans
|
|
|
|
|
|
|
—
|
|
|
4
|
|
|
(8
|
)
|
|
|
|
|
|
|
|
(4
|
)
|
||||||
|
Purchase of stock
|
(12
|
)
|
|
(12
|
)
|
|
2
|
|
|
(38
|
)
|
|
(80
|
)
|
|
(308
|
)
|
|
|
|
(438
|
)
|
|||||||
|
Compensation expense associated with stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|
|
|
|
|
|
2
|
|
|||||||
|
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|
2
|
|
||||||
|
Balance, March 31, 2019
|
141
|
|
|
141
|
|
|
18
|
|
|
(412
|
)
|
|
373
|
|
|
1,314
|
|
|
(144
|
)
|
|
1,273
|
|
||||||
|
Net income
|
|
|
|
|
|
|
|
|
|
|
17
|
|
|
|
|
17
|
|
||||||||||||
|
Dividends paid ($0.135 per share)
|
|
|
|
|
|
|
|
|
|
|
(17
|
)
|
|
|
|
(17
|
)
|
||||||||||||
|
Issuance of shares under stock plans
|
|
|
|
|
—
|
|
|
2
|
|
|
(1
|
)
|
|
|
|
|
|
1
|
|
||||||||||
|
Compensation expense associated with stock-based compensation
|
|
|
|
|
|
|
|
|
2
|
|
|
|
|
|
|
2
|
|
||||||||||||
|
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|
2
|
|
||||||||||||
|
Balance, June 30, 2019
|
141
|
|
|
141
|
|
|
18
|
|
|
(410
|
)
|
|
374
|
|
|
1,315
|
|
|
(143
|
)
|
|
1,278
|
|
||||||
|
Net income
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|
|
|
2
|
|
||||||||||||
|
Dividends paid ($0.135 per share)
|
|
|
|
|
|
|
|
|
|
|
(16
|
)
|
|
|
|
(16
|
)
|
||||||||||||
|
Issuance of shares under stock plans
|
|
|
|
|
—
|
|
|
2
|
|
|
(3
|
)
|
|
|
|
|
|
(1
|
)
|
||||||||||
|
Purchase of stock
|
(6
|
)
|
|
(6
|
)
|
|
|
|
|
|
80
|
|
|
(116
|
)
|
|
|
|
(42
|
)
|
|||||||||
|
Compensation expense associated with stock-based compensation
|
|
|
|
|
|
|
|
|
2
|
|
|
|
|
|
|
2
|
|
||||||||||||
|
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(9
|
)
|
|
(9
|
)
|
||||||||||||
|
Balance, September 30, 2019
|
135
|
|
|
$
|
135
|
|
|
18
|
|
|
$
|
(408
|
)
|
|
$
|
453
|
|
|
$
|
1,185
|
|
|
$
|
(152
|
)
|
|
$
|
1,213
|
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Comprehensive
Loss
|
|
Total
Stockholders'
Equity
|
||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
|
Balance, December 31, 2017
|
153
|
|
|
$
|
153
|
|
|
8
|
|
|
$
|
(178
|
)
|
|
$
|
471
|
|
|
$
|
1,280
|
|
|
$
|
(122
|
)
|
|
$
|
1,605
|
|
|
Effect of adoption of ASU 2014-09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4
|
)
|
|
|
|
|
(4
|
)
|
||||||
|
Effect of adoption of ASU 2018-02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17
|
|
|
(17
|
)
|
|
—
|
|
||||||
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
91
|
|
|
|
|
|
91
|
|
||||||
|
Dividends paid ($0.13 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(19
|
)
|
|
|
|
|
(19
|
)
|
||||||
|
Issuance of shares under stock plans
|
|
|
|
|
|
|
—
|
|
|
4
|
|
|
(10
|
)
|
|
|
|
|
|
|
|
(6
|
)
|
||||||
|
Compensation expense associated with stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|
|
|
|
|
|
2
|
|
|||||||
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
|
4
|
|
||||||
|
Balance, March 31, 2018
|
153
|
|
|
153
|
|
|
8
|
|
|
(173
|
)
|
|
463
|
|
|
1,364
|
|
|
(135
|
)
|
|
1,672
|
|
||||||
|
Net income
|
|
|
|
|
|
|
|
|
|
|
163
|
|
|
|
|
163
|
|
||||||||||||
|
Dividends paid ($0.13 per share)
|
|
|
|
|
|
|
|
|
|
|
(19
|
)
|
|
|
|
(19
|
)
|
||||||||||||
|
Issuance of shares under stock plans
|
|
|
|
|
—
|
|
|
6
|
|
|
(8
|
)
|
|
|
|
|
|
(2
|
)
|
||||||||||
|
Purchase of treasury stock
|
|
|
|
|
1
|
|
|
(39
|
)
|
|
|
|
|
|
|
|
(39
|
)
|
|||||||||||
|
Compensation expense associated with stock-based compensation
|
|
|
|
|
|
|
|
|
3
|
|
|
|
|
|
|
3
|
|
||||||||||||
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
(12
|
)
|
|
(12
|
)
|
||||||||||||
|
Balance, June 30, 2018
|
153
|
|
|
153
|
|
|
9
|
|
|
(206
|
)
|
|
458
|
|
|
1,508
|
|
|
(147
|
)
|
|
1,766
|
|
||||||
|
Net income
|
|
|
|
|
|
|
|
|
|
|
124
|
|
|
|
|
124
|
|
||||||||||||
|
Dividends paid ($0.13 per share)
|
|
|
|
|
|
|
|
|
|
|
(19
|
)
|
|
|
|
(19
|
)
|
||||||||||||
|
Issuance of shares under stock plans
|
|
|
|
|
—
|
|
|
2
|
|
|
(3
|
)
|
|
|
|
|
|
(2
|
)
|
||||||||||
|
Purchase of treasury stock
|
|
|
|
|
2
|
|
|
(60
|
)
|
|
|
|
|
|
|
|
|
||||||||||||
|
Compensation expense associated with stock-based compensation
|
|
|
|
|
|
|
|
|
2
|
|
|
|
|
|
|
2
|
|
||||||||||||
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||||||||
|
Balance, September 30, 2018
|
153
|
|
|
$
|
153
|
|
|
12
|
|
|
$
|
(264
|
)
|
|
$
|
457
|
|
|
$
|
1,614
|
|
|
$
|
(148
|
)
|
|
$
|
1,811
|
|
|
•
|
Package of practical expedients - we will not reassess whether expiring or existing contracts contain a lease, will not reassess the classification of expired or existing leases, and will not reassess whether lease initial direct costs would qualify for capitalization under the new lease accounting standard.
|
|
•
|
Lease and non-lease components as lessee - for leases across all asset classes in which we are a lessee, we will not separate non-lease components from lease components and instead will account for each separate lease component and the non-lease components associated with that lease component as a single lease component.
|
|
•
|
Short-term leases - we have elected not to recognize ROU assets and lease liabilities for short-term leases across all asset classes that have a lease term of 12 months or less. We recognize the lease payments associated with our short-term leases as an expense on a straight-line basis over the lease term.
|
|
•
|
ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As most of our leases do not provide an implicit rate, we used our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
|
|
•
|
The lease term for all of our leases includes the non-cancelable period of the lease plus any additional periods covered by either an option to extend (or not to terminate) the lease that we are reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.
|
|
|
|
Classification
|
|
September 30, 2019
|
||
|
Assets:
|
|
|
|
|
||
|
Operating lease assets
|
|
Operating lease assets
|
|
$
|
41
|
|
|
Finance lease assets
|
|
Property, plant, and equipment, net
|
|
1
|
|
|
|
Total lease assets
|
|
|
|
$
|
42
|
|
|
Liabilities:
|
|
|
|
|
||
|
Current
|
|
|
|
|
||
|
Operating
|
|
Accounts payable and accrued liabilities
|
|
$
|
9
|
|
|
Finance
|
|
Current portion of long-term debt
|
|
1
|
|
|
|
Non-current
|
|
|
|
|
||
|
Operating
|
|
Non-current operating lease liabilities
|
|
33
|
|
|
|
Finance
|
|
Long-term debt
|
|
1
|
|
|
|
Total lease liabilities
|
|
|
|
$
|
42
|
|
|
Components of Lease Expense:
|
|
Quarter Ended September 30, 2019
|
Nine Months Ended
September 30, 2019
|
||||
|
Lease Cost:
|
|
|
|
||||
|
Operating lease cost
|
|
$
|
3
|
|
$
|
7
|
|
|
Finance lease cost:
|
|
|
|
||||
|
Amortization of leased assets
|
|
—
|
|
—
|
|
||
|
Interest on lease liabilities
|
|
—
|
|
—
|
|
||
|
Total lease cost
|
|
$
|
3
|
|
$
|
8
|
|
|
Lease Term and Discount Rate:
|
|
September 30, 2019
|
|
|
Weighted average remaining lease term (years)
|
|
|
|
|
Operating leases
|
|
12.0
|
|
|
Finance leases
|
|
3.0
|
|
|
Weighted average discount rate
|
|
|
|
|
Operating leases
|
|
4.6
|
%
|
|
Finance leases
|
|
4.2
|
%
|
|
Maturity of Lease Liabilities
|
|
Operating Leases
|
|
Finance Leases
|
|
Total
|
||||||
|
2019
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
2020
|
|
9
|
|
|
1
|
|
|
10
|
|
|||
|
2021
|
|
7
|
|
|
—
|
|
|
7
|
|
|||
|
2022
|
|
5
|
|
|
—
|
|
|
5
|
|
|||
|
2023
|
|
3
|
|
|
—
|
|
|
3
|
|
|||
|
2024 and thereafter
|
|
29
|
|
|
—
|
|
|
29
|
|
|||
|
Total lease payments
|
|
55
|
|
|
1
|
|
|
56
|
|
|||
|
Less: Interest
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|||
|
Present value of lease liabilities
|
|
$
|
41
|
|
|
$
|
1
|
|
|
$
|
42
|
|
|
Other Information
|
|
Quarter Ended
September 30, 2019
|
Nine Months Ended September 30, 2019
|
||||
|
Short-term lease cost
|
|
$
|
1
|
|
$
|
3
|
|
|
Variable lease cost
|
|
7
|
|
20
|
|
||
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
||||
|
Operating cash flows from finance leases
|
|
—
|
|
—
|
|
||
|
Operating cash flows from operating leases
|
|
2
|
|
6
|
|
||
|
Financing cash flows from finance leases
|
|
—
|
|
—
|
|
||
|
ROU assets obtained in exchange for new operating lease liabilities
|
|
20
|
|
25
|
|
||
|
ROU assets obtained in exchange for new financing lease liabilities
|
|
—
|
|
1
|
|
||
|
|
2019
|
2020
|
2021
|
2022
|
2023
|
Thereafter
|
|
|||||||||||
|
Lease Obligations
|
$
|
8
|
|
$
|
7
|
|
$
|
5
|
|
$
|
2
|
|
$
|
—
|
|
$
|
—
|
|
|
Quarter Ended September 30, 2019
|
|||||||||||||||||||||||||||
|
By Product family:
|
Siding
|
|
OSB
|
|
EWP
|
|
South America
|
|
Other
|
|
Inter-segment
|
|
Total
|
||||||||||||||
|
SmartSide® Strand siding
|
$
|
213
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
217
|
|
|
SmartSide® Fiber siding
|
28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|||||||
|
CanExel® siding
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|||||||
|
OSB - commodity
|
1
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
100
|
|
|||||||
|
OSB - value-add
|
—
|
|
|
96
|
|
|
2
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
130
|
|
|||||||
|
LVL
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|||||||
|
LSL
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|||||||
|
I-joist
|
—
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|||||||
|
Plywood
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||||
|
Other
|
2
|
|
|
2
|
|
|
8
|
|
|
1
|
|
|
6
|
|
|
—
|
|
|
19
|
|
|||||||
|
|
$
|
259
|
|
|
$
|
197
|
|
|
$
|
105
|
|
|
$
|
36
|
|
|
$
|
6
|
|
|
$
|
(1
|
)
|
|
$
|
603
|
|
|
By Product type:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Commodity
|
$
|
1
|
|
|
$
|
100
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
107
|
|
|
Value-add
|
256
|
|
|
96
|
|
|
90
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
478
|
|
|||||||
|
Other
|
2
|
|
|
2
|
|
|
8
|
|
|
1
|
|
|
6
|
|
|
—
|
|
|
19
|
|
|||||||
|
|
$
|
259
|
|
|
$
|
197
|
|
|
$
|
105
|
|
|
$
|
36
|
|
|
$
|
6
|
|
|
$
|
(1
|
)
|
|
$
|
603
|
|
|
Nine Months Ended September 30, 2019
|
|||||||||||||||||||||||||||
|
By Product family:
|
Siding
|
|
OSB
|
|
EWP
|
|
South America
|
|
Other
|
|
Inter-segment
|
|
Total
|
||||||||||||||
|
SmartSide® Strand siding
|
$
|
600
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
614
|
|
|
SmartSide® Fiber siding
|
79
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
79
|
|
|||||||
|
CanExel® siding
|
38
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|||||||
|
OSB - commodity
|
9
|
|
|
304
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
312
|
|
|||||||
|
OSB - value-add
|
—
|
|
|
295
|
|
|
7
|
|
|
105
|
|
|
—
|
|
|
—
|
|
|
406
|
|
|||||||
|
LVL
|
—
|
|
|
—
|
|
|
108
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
108
|
|
|||||||
|
LSL
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|||||||
|
I-joist
|
—
|
|
|
—
|
|
|
103
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
103
|
|
|||||||
|
Plywood
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|||||||
|
Other
|
7
|
|
|
6
|
|
|
23
|
|
|
2
|
|
|
16
|
|
|
—
|
|
|
55
|
|
|||||||
|
|
$
|
733
|
|
|
$
|
605
|
|
|
$
|
303
|
|
|
$
|
121
|
|
|
$
|
16
|
|
|
$
|
(4
|
)
|
|
$
|
1,773
|
|
|
By Product type:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Commodity
|
$
|
9
|
|
|
$
|
304
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
331
|
|
|
Value-add
|
717
|
|
|
295
|
|
|
257
|
|
|
119
|
|
|
—
|
|
|
(1
|
)
|
|
1,387
|
|
|||||||
|
Other
|
7
|
|
|
6
|
|
|
23
|
|
|
2
|
|
|
16
|
|
|
—
|
|
|
55
|
|
|||||||
|
|
$
|
733
|
|
|
$
|
605
|
|
|
$
|
303
|
|
|
$
|
121
|
|
|
$
|
16
|
|
|
$
|
(4
|
)
|
|
$
|
1,773
|
|
|
Quarter Ended September 30, 2018
|
|||||||||||||||||||||||||||
|
By Product family:
|
Siding
|
|
OSB
|
|
EWP
|
|
South America
|
|
Other
|
|
Inter-segment
|
|
Total
|
||||||||||||||
|
SmartSide® Strand siding
|
$
|
188
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
191
|
|
|
SmartSide® Fiber siding
|
30
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|||||||
|
CanExel® siding
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||||
|
OSB - commodity
|
13
|
|
|
197
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
211
|
|
|||||||
|
OSB - value-add
|
—
|
|
|
151
|
|
|
4
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
185
|
|
|||||||
|
LVL
|
—
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|||||||
|
LSL
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|||||||
|
I-joist
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|||||||
|
Plywood
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|||||||
|
Other
|
2
|
|
|
2
|
|
|
10
|
|
|
1
|
|
|
3
|
|
|
—
|
|
|
17
|
|
|||||||
|
|
$
|
241
|
|
|
$
|
349
|
|
|
$
|
110
|
|
|
$
|
35
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
737
|
|
|
By Product type:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Commodity
|
$
|
13
|
|
|
$
|
197
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
219
|
|
|
Value-add
|
226
|
|
|
151
|
|
|
91
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
502
|
|
|||||||
|
Other
|
2
|
|
|
2
|
|
|
10
|
|
|
1
|
|
|
3
|
|
|
—
|
|
|
17
|
|
|||||||
|
|
$
|
241
|
|
|
$
|
349
|
|
|
$
|
110
|
|
|
$
|
35
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
737
|
|
|
Nine Months Ended September 30, 2018
|
|||||||||||||||||||||||||||
|
By Product family:
|
Siding
|
|
OSB
|
|
EWP
|
|
South America
|
|
Other
|
|
Inter-segment
|
|
Total
|
||||||||||||||
|
SmartSide® Strand siding
|
$
|
546
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
563
|
|
|
SmartSide® Fiber siding
|
84
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
84
|
|
|||||||
|
CanExel® siding
|
33
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|||||||
|
OSB - commodity
|
34
|
|
|
609
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
652
|
|
|||||||
|
OSB - value-add
|
22
|
|
|
435
|
|
|
11
|
|
|
103
|
|
|
—
|
|
|
—
|
|
|
571
|
|
|||||||
|
LVL
|
—
|
|
|
—
|
|
|
113
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
113
|
|
|||||||
|
LSL
|
—
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|||||||
|
I-joist
|
—
|
|
|
—
|
|
|
98
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
98
|
|
|||||||
|
Plywood
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|||||||
|
Other
|
9
|
|
|
6
|
|
|
26
|
|
|
3
|
|
|
9
|
|
|
—
|
|
|
52
|
|
|||||||
|
|
$
|
729
|
|
|
$
|
1,050
|
|
|
$
|
329
|
|
|
$
|
122
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
2,239
|
|
|
By Product type:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Commodity
|
$
|
34
|
|
|
$
|
609
|
|
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
675
|
|
|
Value-add
|
686
|
|
|
435
|
|
|
271
|
|
|
120
|
|
|
—
|
|
|
—
|
|
|
1,512
|
|
|||||||
|
Other
|
9
|
|
|
6
|
|
|
26
|
|
|
3
|
|
|
9
|
|
|
—
|
|
|
52
|
|
|||||||
|
|
$
|
729
|
|
|
$
|
1,050
|
|
|
$
|
329
|
|
|
$
|
122
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
2,239
|
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Total stock-based compensation expense (cost of sales, selling, general and administrative and other operating credits and charges, net)
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
6
|
|
|
$
|
7
|
|
|
Income tax provision related to stock-based compensation
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(3
|
)
|
||||
|
Impact on cash flow due to taxes paid related to net share settlement of equity awards
|
2
|
|
|
2
|
|
|
5
|
|
|
9
|
|
||||
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||
|
|
September 30,
|
|
September 30,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|||||
|
Denominator for basic earnings per share:
|
|
|
|
|
|
|
|
||||
|
Weighted average common shares outstanding - basic
|
121.4
|
|
|
142.5
|
|
|
125.1
|
|
|
143.9
|
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||
|
Dilutive effect of employee stock plans
|
0.8
|
|
|
1.4
|
|
|
0.9
|
|
|
1.7
|
|
|
Denominator for diluted earnings per share:
|
|
|
|
|
|
|
|
||||
|
Weighted average shares outstanding - diluted
|
122.2
|
|
|
143.9
|
|
|
125.9
|
|
|
145.6
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
|
Trade receivables
|
$
|
140
|
|
|
$
|
87
|
|
|
Income tax receivable
|
27
|
|
|
16
|
|
||
|
Other receivables
|
19
|
|
|
25
|
|
||
|
Allowance for doubtful accounts
|
(3
|
)
|
|
(1
|
)
|
||
|
Total
|
$
|
183
|
|
|
$
|
128
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
|
Logs
|
$
|
41
|
|
|
$
|
57
|
|
|
Other raw materials
|
31
|
|
|
25
|
|
||
|
Semi-finished inventory
|
22
|
|
|
23
|
|
||
|
Finished products
|
166
|
|
|
168
|
|
||
|
Total
|
$
|
260
|
|
|
$
|
273
|
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Beginning balance
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Purchase of redeemable common and preferred stock
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
||||
|
Net loss attributable to redeemable non-controlling interest
|
(1
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
||||
|
Adjustment to redemption value
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Ending balance
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
|
2019
|
|||||||||||
|
|
Timber and timberlands
|
Goodwill
|
Developed Technology
|
Other Assets
|
||||||||
|
Beginning balance December 31, 2018
|
$
|
41
|
|
$
|
16
|
|
$
|
10
|
|
$
|
—
|
|
|
Acquisitions (Note 10)
|
—
|
|
14
|
|
12
|
|
3
|
|
||||
|
Amortization
|
(2
|
)
|
—
|
|
(1
|
)
|
—
|
|
||||
|
Total goodwill and other intangibles
|
$
|
39
|
|
$
|
30
|
|
$
|
21
|
|
$
|
3
|
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Reorganization charges
|
$
|
(2
|
)
|
|
$
|
(1
|
)
|
|
$
|
(5
|
)
|
|
$
|
(5
|
)
|
|
Severance and other charges associated with curtailment
|
(2
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
||||
|
Adjustment to product-related warranty reserves
|
—
|
|
|
8
|
|
|
4
|
|
|
8
|
|
||||
|
Refund of environmental costs
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||
|
Insurance recoveries
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
|
Expenses related to hurricane
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||
|
|
$
|
(3
|
)
|
|
$
|
6
|
|
|
$
|
(2
|
)
|
|
$
|
11
|
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Net sales
|
|
|
|
|
|
|
|
||||||||
|
Siding
|
$
|
259
|
|
|
$
|
241
|
|
|
$
|
733
|
|
|
$
|
729
|
|
|
OSB
|
197
|
|
|
349
|
|
|
605
|
|
|
1,050
|
|
||||
|
EWP
|
105
|
|
|
110
|
|
|
303
|
|
|
329
|
|
||||
|
South America
|
36
|
|
|
35
|
|
|
121
|
|
|
122
|
|
||||
|
Other
|
6
|
|
|
3
|
|
|
16
|
|
|
9
|
|
||||
|
Intersegment sales
|
(1
|
)
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
||||
|
|
$
|
603
|
|
|
$
|
737
|
|
|
$
|
1,773
|
|
|
$
|
2,239
|
|
|
Operating profit (loss):
|
|
|
|
|
|
|
|
||||||||
|
Siding
|
$
|
38
|
|
|
$
|
51
|
|
|
$
|
108
|
|
|
$
|
140
|
|
|
OSB
|
(16
|
)
|
|
106
|
|
|
(41
|
)
|
|
345
|
|
||||
|
EWP
|
2
|
|
|
6
|
|
|
11
|
|
|
12
|
|
||||
|
South America
|
6
|
|
|
7
|
|
|
20
|
|
|
25
|
|
||||
|
Other
|
(4
|
)
|
|
(2
|
)
|
|
(10
|
)
|
|
(7
|
)
|
||||
|
Other operating credits and charges, net
|
(3
|
)
|
|
6
|
|
|
(2
|
)
|
|
11
|
|
||||
|
Gain (loss) on sale or impairment of long-lived assets, net
|
(5
|
)
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
||||
|
General corporate and other expenses, net
|
(6
|
)
|
|
(6
|
)
|
|
(23
|
)
|
|
(18
|
)
|
||||
|
Interest expense, net
|
(4
|
)
|
|
2
|
|
|
(5
|
)
|
|
1
|
|
||||
|
Other non-operating items
|
(1
|
)
|
|
(2
|
)
|
|
8
|
|
|
(4
|
)
|
||||
|
Income from continuing operations before taxes
|
5
|
|
|
166
|
|
|
59
|
|
|
505
|
|
||||
|
Provision for income taxes
|
3
|
|
|
42
|
|
|
13
|
|
|
123
|
|
||||
|
Income from continuing operations attributed to LP
|
$
|
2
|
|
|
$
|
124
|
|
|
$
|
46
|
|
|
$
|
382
|
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Beginning balance
|
$
|
9
|
|
|
$
|
23
|
|
|
$
|
14
|
|
|
$
|
25
|
|
|
Accrued to expense
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
|
Reduced to other operating credits and charges
|
—
|
|
|
(8
|
)
|
|
(4
|
)
|
|
(8
|
)
|
||||
|
Accrued to discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
|
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
|
Payments made
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
(8
|
)
|
||||
|
Total warranty reserves
|
9
|
|
|
14
|
|
|
9
|
|
|
14
|
|
||||
|
Current portion of warranty reserves
|
(2
|
)
|
|
(4
|
)
|
|
(2
|
)
|
|
(4
|
)
|
||||
|
Long-term portion of warranty reserves
|
$
|
7
|
|
|
$
|
10
|
|
|
$
|
7
|
|
|
$
|
10
|
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Service cost
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
Other components of net periodic pension cost1:
|
|
|
|
|
|
|
|
||||||||
|
Interest cost
|
3
|
|
|
3
|
|
|
9
|
|
|
9
|
|
||||
|
Expected return on plan assets
|
(4
|
)
|
|
(3
|
)
|
|
(11
|
)
|
|
(10
|
)
|
||||
|
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Amortization of net loss
|
1
|
|
|
2
|
|
|
4
|
|
|
5
|
|
||||
|
Net periodic pension cost
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
5
|
|
|
$
|
7
|
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Pension1
|
|
|
|
|
|
|
|
||||||||
|
Balance at beginning of period
|
$
|
(91
|
)
|
|
$
|
(99
|
)
|
|
$
|
(93
|
)
|
|
$
|
(84
|
)
|
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Amounts reclassified from accumulated other comprehensive loss to income 2
|
1
|
|
|
1
|
|
|
3
|
|
|
4
|
|
||||
|
Total other comprehensive income
|
1
|
|
|
1
|
|
|
3
|
|
|
4
|
|
||||
|
Reclassification of of certain effects due to tax law changes 3
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
||||
|
Balance at end of period
|
(90
|
)
|
|
(98
|
)
|
|
(90
|
)
|
|
(98
|
)
|
||||
|
Translation Adjustments
|
|
|
|
|
|
|
|
||||||||
|
Balance at beginning of period
|
(54
|
)
|
|
(51
|
)
|
|
(57
|
)
|
|
(40
|
)
|
||||
|
Translation adjustments
|
(10
|
)
|
|
(2
|
)
|
|
(7
|
)
|
|
(14
|
)
|
||||
|
Balance at end of period
|
(64
|
)
|
|
(53
|
)
|
|
(64
|
)
|
|
(53
|
)
|
||||
|
Other
|
|
|
|
|
|
|
|
||||||||
|
Balance at beginning of period
|
3
|
|
|
3
|
|
|
3
|
|
|
2
|
|
||||
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
|
Amounts reclassified from accumulated other comprehensive loss to income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Total other comprehensive income
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
|
Reclassification of certain effects due to tax law changes 3
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
|
Balance at end of period
|
3
|
|
|
3
|
|
|
3
|
|
|
3
|
|
||||
|
Accumulated other comprehensive loss, end of period
|
$
|
(152
|
)
|
|
$
|
(148
|
)
|
|
$
|
(152
|
)
|
|
$
|
(148
|
)
|
|
|
Quarter Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Interest income
|
$
|
2
|
|
|
$
|
5
|
|
|
$
|
8
|
|
|
$
|
14
|
|
|
SERP market adjustments
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
|
Interest expense
|
(5
|
)
|
|
(5
|
)
|
|
(14
|
)
|
|
(15
|
)
|
||||
|
Amortization of debt charges
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
|
Capitalized interest, net of reversals
|
(1
|
)
|
|
1
|
|
|
1
|
|
|
3
|
|
||||
|
Interest expense, net
|
(4
|
)
|
|
2
|
|
|
(5
|
)
|
|
1
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Net periodic pension cost, excluding service cost
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
(4
|
)
|
||||
|
Gain on acquisition of controlling interest
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
||||
|
Foreign currency gain (loss)
|
—
|
|
|
(1
|
)
|
|
(4
|
)
|
|
(1
|
)
|
||||
|
Other non-operating items
|
(1
|
)
|
|
(2
|
)
|
|
8
|
|
|
(4
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Total non-operating income (expense)
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
(4
|
)
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
Quarter Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Net income
|
$
|
1
|
|
|
$
|
124
|
|
|
$
|
42
|
|
|
$
|
378
|
|
|
Add (deduct):
|
|
|
|
|
|
|
|
||||||||
|
Loss from noncontrolling interest
|
1
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||
|
Loss from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||
|
Income from continuing operations attributable to LP
|
2
|
|
|
124
|
|
|
46
|
|
|
382
|
|
||||
|
Provision for income taxes
|
3
|
|
|
42
|
|
|
13
|
|
|
123
|
|
||||
|
Depreciation and amortization
|
29
|
|
|
31
|
|
|
89
|
|
|
92
|
|
||||
|
Stock-based compensation
|
2
|
|
|
2
|
|
|
6
|
|
|
6
|
|
||||
|
Loss on sale or impairment of long-lived assets, net
|
5
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
|
Other operating credits and charges, net
|
3
|
|
|
(6
|
)
|
|
2
|
|
|
(11
|
)
|
||||
|
Interest expense, net
|
4
|
|
|
(2
|
)
|
|
5
|
|
|
(1
|
)
|
||||
|
Other non-operating items
|
1
|
|
|
2
|
|
|
(8
|
)
|
|
4
|
|
||||
|
Adjusted EBITDA
|
$
|
49
|
|
|
$
|
193
|
|
|
$
|
160
|
|
|
$
|
595
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Siding
|
$
|
47
|
|
|
$
|
60
|
|
|
$
|
135
|
|
|
$
|
167
|
|
|
OSB
|
(1
|
)
|
|
123
|
|
|
4
|
|
|
391
|
|
||||
|
EWP
|
6
|
|
|
10
|
|
|
22
|
|
|
27
|
|
||||
|
South America
|
7
|
|
|
9
|
|
|
27
|
|
|
32
|
|
||||
|
Other
|
(4
|
)
|
|
(2
|
)
|
|
(8
|
)
|
|
(6
|
)
|
||||
|
Corporate
|
(6
|
)
|
|
(6
|
)
|
|
(20
|
)
|
|
(15
|
)
|
||||
|
Adjusted EBITDA
|
$
|
49
|
|
|
$
|
193
|
|
|
$
|
160
|
|
|
$
|
595
|
|
|
|
Quarter Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Net income
|
$
|
1
|
|
|
$
|
124
|
|
|
$
|
42
|
|
|
$
|
378
|
|
|
Add (deduct):
|
|
|
|
|
|
|
|
||||||||
|
Loss from noncontrolling interest
|
1
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||
|
Loss from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||
|
(Gain) loss on sale or impairment of long-lived assets, net
|
5
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
|
Other operating credits and charges, net
|
3
|
|
|
(6
|
)
|
|
2
|
|
|
(11
|
)
|
||||
|
Gain on acquisition of controlling interest
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
||||
|
Reported tax provision
|
3
|
|
|
42
|
|
|
13
|
|
|
123
|
|
||||
|
Adjusted income from continuing operations before tax
|
13
|
|
|
160
|
|
|
53
|
|
|
493
|
|
||||
|
Normalized tax provision at 25%
|
3
|
|
|
40
|
|
|
13
|
|
|
123
|
|
||||
|
Adjusted income from continuing operations
|
$
|
10
|
|
|
$
|
120
|
|
|
$
|
40
|
|
|
$
|
370
|
|
|
Diluted shares outstanding
|
122.2
|
|
|
143.9
|
|
|
125.9
|
|
|
145.6
|
|
||||
|
Adjusted income from continuing operations per diluted share
|
$
|
0.08
|
|
|
$
|
0.83
|
|
|
$
|
0.32
|
|
|
$
|
2.54
|
|
|
|
Quarter Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||
|
Net sales
|
$
|
259
|
|
|
$
|
241
|
|
|
8
|
%
|
|
$
|
733
|
|
|
$
|
729
|
|
|
—
|
%
|
|
Operating income
|
38
|
|
|
51
|
|
|
(26
|
)%
|
|
108
|
|
|
140
|
|
|
(23
|
)%
|
||||
|
Adjusted EBITDA
|
47
|
|
|
60
|
|
|
(22
|
)%
|
|
135
|
|
|
167
|
|
|
(19
|
)%
|
||||
|
Adjusted EBITDA margin
|
18
|
%
|
|
25
|
%
|
|
|
|
|
18
|
%
|
|
23
|
%
|
|
|
|
||||
|
|
Quarter Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||
|
SmartSide® strand siding
|
$
|
213
|
|
|
$
|
188
|
|
|
13
|
%
|
|
$
|
600
|
|
|
$
|
546
|
|
|
10
|
%
|
|
SmartSide® fiber siding
|
28
|
|
|
30
|
|
|
(8
|
)%
|
|
79
|
|
|
84
|
|
|
(7
|
)%
|
||||
|
CanExel siding
|
15
|
|
|
7
|
|
|
111
|
%
|
|
38
|
|
|
33
|
|
|
15
|
%
|
||||
|
OSB - commodity
|
1
|
|
|
13
|
|
|
(91
|
)%
|
|
9
|
|
|
34
|
|
|
(74
|
)%
|
||||
|
OSB - value-add
|
—
|
|
|
—
|
|
|
(100
|
)%
|
|
—
|
|
|
22
|
|
|
(100
|
)%
|
||||
|
Other
|
2
|
|
|
2
|
|
|
(5
|
)%
|
|
7
|
|
|
9
|
|
|
(20
|
)%
|
||||
|
Total
|
$
|
259
|
|
|
$
|
241
|
|
|
8
|
%
|
|
$
|
733
|
|
|
$
|
729
|
|
|
—
|
%
|
|
|
Quarter Ended September 30,
2019 versus 2018 |
|
Nine Months Ended September 30,
2019 versus 2018 |
||||||||
|
|
Average
Selling Price
|
|
Unit
Shipments
|
|
Average Net
Selling Price
|
|
Unit
Shipments
|
||||
|
SmartSide® strand siding
|
1
|
%
|
|
14
|
%
|
|
3
|
%
|
|
7
|
%
|
|
SmartSide® fiber siding
|
3
|
%
|
|
(10
|
)%
|
|
4
|
%
|
|
(9
|
)%
|
|
CanExel siding
|
7
|
%
|
|
93
|
%
|
|
2
|
%
|
|
11
|
%
|
|
OSB
|
(22
|
)%
|
|
(88
|
)%
|
|
(47
|
)%
|
|
(70
|
)%
|
|
|
Quarter Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||
|
Net sales
|
$
|
197
|
|
|
$
|
349
|
|
|
(43
|
)%
|
|
$
|
605
|
|
|
$
|
1,050
|
|
|
(42
|
)%
|
|
Operating income
|
(16
|
)
|
|
106
|
|
|
(115
|
)%
|
|
(41
|
)
|
|
345
|
|
|
(112
|
)%
|
||||
|
Adjusted EBITDA
|
(1
|
)
|
|
123
|
|
|
(101
|
)%
|
|
4
|
|
|
391
|
|
|
(99
|
)%
|
||||
|
Adjusted EBITDA Margin
|
(1
|
)%
|
|
35
|
%
|
|
|
|
1
|
%
|
|
37
|
%
|
|
|
||||||
|
|
Quarter Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||
|
OSB - commodity
|
$
|
100
|
|
|
$
|
197
|
|
|
(49
|
)%
|
|
$
|
304
|
|
|
$
|
609
|
|
|
(50
|
)%
|
|
OSB - value-add
|
96
|
|
|
151
|
|
|
(36
|
)%
|
|
295
|
|
|
435
|
|
|
(32
|
)%
|
||||
|
Other
|
2
|
|
|
2
|
|
|
12
|
%
|
|
6
|
|
|
6
|
|
|
8
|
%
|
||||
|
Total
|
$
|
197
|
|
|
$
|
349
|
|
|
(43
|
)%
|
|
$
|
605
|
|
|
$
|
1,050
|
|
|
(42
|
)%
|
|
|
Quarter Ended September 30,
2019 versus 2018 |
|
Nine Months Ended September 30,
2019 versus 2018 |
||||||||
|
|
Average
Selling Price
|
|
Unit
Shipments
|
|
Average Net
Selling Price
|
|
Unit
Shipments
|
||||
|
OSB - commodity
|
(41
|
)%
|
|
(14
|
)%
|
|
(42
|
)%
|
|
(13
|
)%
|
|
OSB - value-add
|
(33
|
)%
|
|
(4
|
)%
|
|
(33
|
)%
|
|
1
|
%
|
|
|
Quarter Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||
|
Net sales
|
$
|
105
|
|
|
$
|
110
|
|
|
(4
|
)%
|
|
$
|
303
|
|
|
$
|
329
|
|
|
(8
|
)%
|
|
Operating income
|
2
|
|
|
6
|
|
|
(69
|
)%
|
|
11
|
|
|
12
|
|
|
(13
|
)%
|
||||
|
Adjusted EBITDA
|
6
|
|
|
10
|
|
|
(44
|
)%
|
|
22
|
|
|
27
|
|
|
(15
|
)%
|
||||
|
Adjusted EBITDA margin
|
5
|
%
|
|
9
|
%
|
|
|
|
|
7
|
%
|
|
8
|
%
|
|
|
|
||||
|
|
Quarter Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||
|
LVL
|
$
|
37
|
|
|
$
|
36
|
|
|
3
|
%
|
|
$
|
108
|
|
|
$
|
113
|
|
|
(4
|
)%
|
|
LSL
|
12
|
|
|
18
|
|
|
(33
|
)%
|
|
40
|
|
|
49
|
|
|
(18
|
)%
|
||||
|
I-Joist
|
39
|
|
|
34
|
|
|
15
|
%
|
|
103
|
|
|
98
|
|
|
6
|
%
|
||||
|
OSB - commodity
|
—
|
|
|
1
|
|
|
(90
|
)%
|
|
3
|
|
|
9
|
|
|
(67
|
)%
|
||||
|
OSB - value-add
|
2
|
|
|
4
|
|
|
(37
|
)%
|
|
7
|
|
|
11
|
|
|
(42
|
)%
|
||||
|
Plywood
|
7
|
|
|
8
|
|
|
(14
|
)%
|
|
19
|
|
|
23
|
|
|
(19
|
)%
|
||||
|
Other
|
8
|
|
|
10
|
|
|
(13
|
)%
|
|
23
|
|
|
26
|
|
|
(10
|
)%
|
||||
|
Total
|
$
|
105
|
|
|
$
|
110
|
|
|
(4
|
)%
|
|
$
|
303
|
|
|
$
|
329
|
|
|
(8
|
)%
|
|
|
Quarter Ended September 30,
2019 versus 2018 |
|
Nine Months Ended September 30,
2019 versus 2018 |
||||||||
|
|
Average
Selling Price
|
|
Unit
Shipments
|
|
Average Net
Selling Price
|
|
Unit
Shipments
|
||||
|
LVL
|
(3
|
)%
|
|
9
|
%
|
|
1
|
%
|
|
(4
|
)%
|
|
LSL
|
—
|
%
|
|
(31
|
)%
|
|
4
|
%
|
|
(21
|
)%
|
|
I-Joist
|
(3
|
)%
|
|
20
|
%
|
|
1
|
%
|
|
6
|
%
|
|
OSB
|
8
|
%
|
|
(54
|
)%
|
|
(17
|
)%
|
|
(44
|
)%
|
|
Plywood
|
(20
|
)%
|
|
7
|
%
|
|
(20
|
)%
|
|
1
|
%
|
|
|
Quarter Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||
|
Net sales
|
$
|
36
|
|
|
$
|
35
|
|
|
6
|
%
|
|
$
|
121
|
|
|
$
|
122
|
|
|
(1
|
)%
|
|
Operating income
|
6
|
|
|
7
|
|
|
(15
|
)%
|
|
20
|
|
|
25
|
|
|
(20
|
)%
|
||||
|
Adjusted EBITDA
|
7
|
|
|
9
|
|
|
(14
|
)%
|
|
27
|
|
|
32
|
|
|
(15
|
)%
|
||||
|
Adjusted EBITDA margin
|
20
|
%
|
|
25
|
%
|
|
|
|
|
22
|
%
|
|
26
|
%
|
|
|
|
||||
|
|
Quarter Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||
|
OSB - value-add
|
$
|
32
|
|
|
$
|
30
|
|
|
6
|
%
|
|
$
|
105
|
|
|
$
|
103
|
|
|
3
|
%
|
|
Siding
|
4
|
|
|
3
|
|
|
3
|
%
|
|
14
|
|
|
17
|
|
|
(19
|
)%
|
||||
|
Other
|
1
|
|
|
1
|
|
|
—
|
%
|
|
2
|
|
|
3
|
|
|
(12
|
)%
|
||||
|
Total
|
$
|
36
|
|
|
$
|
35
|
|
|
6
|
%
|
|
$
|
121
|
|
|
$
|
122
|
|
|
(1
|
)%
|
|
|
Quarter Ended September 30,
2019 versus 2018 |
|
Nine Months Ended September 30,
2019 versus 2018 |
||||||||
|
|
Average
Selling Price
|
|
Unit
Shipments
|
|
Average Net
Selling Price
|
|
Unit
Shipments
|
||||
|
OSB
|
(15
|
)%
|
|
25
|
%
|
|
(13
|
)%
|
|
18
|
%
|
|
Siding
|
1
|
%
|
|
(1
|
)%
|
|
(1
|
)%
|
|
(18
|
)%
|
|
|
Quarter Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||
|
Net sales
|
$
|
6
|
|
|
$
|
3
|
|
|
111
|
%
|
|
$
|
16
|
|
|
$
|
9
|
|
|
78
|
%
|
|
Operating losses
|
(4
|
)
|
|
(2
|
)
|
|
(79
|
)%
|
|
(10
|
)
|
|
(7
|
)
|
|
(43
|
)%
|
||||
|
Adjusted EBITDA
|
(4
|
)
|
|
(2
|
)
|
|
(52
|
)%
|
|
(8
|
)
|
|
(6
|
)
|
|
(32
|
)%
|
||||
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
|
|
Quarter Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
|
Housing starts1:
|
|
|
|
|
|
|
|
||||
|
Single Family
|
246
|
|
|
236
|
|
|
677
|
|
|
688
|
|
|
Multi-Family
|
103
|
|
|
95
|
|
|
287
|
|
|
285
|
|
|
|
349
|
|
|
331
|
|
|
964
|
|
|
972
|
|
|
1 Actual U.S. Housing starts data reported by U.S. Census Bureau
|
|
|
Quarter Ended September 30, 2019
|
|
Quarter Ended September 30, 2018
|
||||||||||||||
|
Sales Volume
|
Siding
|
OSB
|
EWP
|
Total
|
|
Siding
|
OSB
|
EWP
|
Total
|
||||||||
|
SmartSide® Strand siding (MMSF)
|
332
|
|
—
|
|
—
|
|
332
|
|
|
291
|
|
—
|
|
—
|
|
291
|
|
|
SmartSide® fiber siding (MMSF)
|
56
|
|
—
|
|
—
|
|
56
|
|
|
62
|
|
—
|
|
—
|
|
62
|
|
|
CanExel® siding (MMSF)
|
13
|
|
—
|
|
—
|
|
13
|
|
|
7
|
|
—
|
|
—
|
|
7
|
|
|
OSB - commodity (MMSF)
|
4
|
|
565
|
|
—
|
|
569
|
|
|
47
|
|
660
|
|
4
|
|
710
|
|
|
OSB - value added (MMSF)
|
1
|
|
419
|
|
5
|
|
425
|
|
|
1
|
|
435
|
|
9
|
|
445
|
|
|
LVL (MCF)
|
—
|
|
—
|
|
1,866
|
|
1,866
|
|
|
—
|
|
—
|
|
1,715
|
|
1,715
|
|
|
LSL (MCF)
|
—
|
|
—
|
|
751
|
|
751
|
|
|
—
|
|
—
|
|
1,086
|
|
1,086
|
|
|
I-joist (MMLF)
|
—
|
|
—
|
|
28
|
|
28
|
|
|
—
|
|
—
|
|
24
|
|
24
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Nine Months Ended September 30, 2019
|
|
Nine Months Ended September 30, 2018
|
||||||||||||||
|
Sales Volume
|
Siding
|
OSB
|
EWP
|
Total
|
|
Siding
|
OSB
|
EWP
|
Total
|
||||||||
|
SmartSide® Strand siding (MMSF)
|
926
|
|
—
|
|
—
|
|
926
|
|
|
862
|
|
—
|
|
—
|
|
862
|
|
|
SmartSide® fiber siding (MMSF)
|
160
|
|
—
|
|
—
|
|
160
|
|
|
175
|
|
—
|
|
—
|
|
175
|
|
|
CanExel® siding (MMSF)
|
35
|
|
—
|
|
—
|
|
35
|
|
|
32
|
|
—
|
|
—
|
|
32
|
|
|
OSB - commodity (MMSF)
|
47
|
|
1,685
|
|
17
|
|
1,749
|
|
|
112
|
|
1,939
|
|
29
|
|
2,079
|
|
|
OSB - value added (MMSF)
|
4
|
|
1,229
|
|
16
|
|
1,249
|
|
|
59
|
|
1,218
|
|
30
|
|
1,307
|
|
|
LVL (MCF)
|
—
|
|
|
5,323
|
|
5,323
|
|
|
—
|
|
—
|
|
5,564
|
|
5,564
|
|
|
|
LSL (MCF)
|
—
|
|
|
2,418
|
|
2,418
|
|
|
—
|
|
—
|
|
3,051
|
|
3,051
|
|
|
|
I-joist (MMLF)
|
—
|
|
|
73
|
|
73
|
|
|
—
|
|
—
|
|
69
|
|
69
|
|
|
|
|
OSB
Western Canada 7/16" Basis
|
OSB
Southwest 7/16" Basis
|
OSB
N. Central 7/16" Basis
|
|
Average
|
|
|
|
|
2018 1st Qtr. Avg.
|
$356
|
$346
|
$367
|
|
2018 2nd Qtr. Avg.
|
$408
|
$435
|
$423
|
|
2018 3rd Qtr. Avg.
|
$285
|
$306
|
$369
|
|
2019 1st Qtr. Avg.
|
$161
|
$194
|
$213
|
|
2019 2nd Qtr. Avg.
|
$149
|
$174
|
$187
|
|
2019 3rd Qtr. Avg.
|
$168
|
$161
|
$216
|
|
Source:
|
Random Lengths
|
|
Item 1.
|
Legal Proceedings.
|
|
Item 1A.
|
Risk Factors.
|
|
Period
|
Total Number of Shares Repurchased
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as part of Publicly Announced Purchase Plan or Program
|
|
Maximum Dollar Value of Shares That May Yet be Purchased under the Plans or Programs
|
|||||
|
July 1, 2019 - July 31, 2019
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
280
|
|
|
August 1, 2019 - August 31, 2019
|
4,804,813
|
|
|
24.28
|
|
|
4,804,813
|
|
|
$
|
192
|
|
|
September 1, 2019 - September 30, 2019
|
1,374,307
|
|
|
24.39
|
|
|
1,374,307
|
|
|
$
|
158
|
|
|
|
6,179,120
|
|
|
|
|
6,179,120
|
|
|
|
|||
|
Item 3.
|
Defaults Upon Senior Securities.
|
|
Item 4.
|
Mine Safety Disclosures.
|
|
Item 5.
|
Other Information.
|
|
Item 6.
|
Exhibits.
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
101.INS
|
XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.*
|
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.*
|
|
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.*
|
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.*
|
|
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.*
|
|
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.*
|
|
|
|
LOUISIANA-PACIFIC CORPORATION
|
|
|
|
|
|
|
|
Date:
|
November 5, 2019
|
BY:
|
/S/ W. BRADLEY SOUTHERN
|
|
|
|
|
W. Bradley Southern
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
Date:
|
November 5, 2019
|
BY:
|
/S/ ALAN J.M. HAUGHIE
|
|
|
|
|
Alan J.M. Haughie
|
|
|
|
|
Executive Vice President and
|
|
|
|
|
Chief Financial Officer
|
|
1.
|
Definitions.
|
|
2.
|
Status of Employment.
|
|
3.
|
Payment of Amounts Earned and Owing.
|
|
a.
|
Regular salary and benefits through the Separation Date.
|
|
b.
|
Payment for unused Paid Time Off (PTO) hours up to the maximum allowed of 200 hours, as defined in LP’s Salaried Paid Time Off (PTO) Policy.
|
|
c.
|
LP acknowledges that Kinney has accrued benefits and rights under the LP Retirement Plans. Kinney’s benefits under the LP Retirement Plans shall be payable in accordance with the terms of the LP Retirement Plans.
|
|
d.
|
LP and Kinney acknowledge that Kinney’s rights under all other LP employee benefit plans shall be determined in accordance with the terms thereof, except as expressly provided in this Agreement.
|
|
4.
|
Additional Compensation.
|
|
a.
|
Additional cash compensation in the amount of $602,914, representing 1.5 times the sum of Kinney’s annual base salary plus Kinney’s target annual cash incentive under LP’s annual incentive programs for 2019, of which $301,457 shall be paid within 15 calendar days after the Separation Date and the remainder shall be paid on the first payroll date after January 1, 2020.
|
|
b.
|
Eligibility for Kinney and Kinney’s currently covered dependents to continue coverage under LP’s group health plans as in effect from time to time (“Health Plan Participation”) until the earliest of (1) Kinney’s attainment of age 65, (2) Kinney’s eligibility for group health benefits through new employment or otherwise, or (3) Kinney’s eligibility for Medicare. LP will pay the full cost of the Health Plan Participation for the first year of coverage following the Separation Date, 75% of the cost of the Health Plan Participation for each of the second and third years of coverage following the Separation Date, and 50% of the cost of the Health Plan Participation each year thereafter.
|
|
c.
|
LP shall, for a period of 18 months after the Separation Date and at its sole expense as incurred (not to exceed, in total, an amount equal to $10,000), provide Kinney with reasonable and customary outplacement services, the provider of which shall be selected by Kinney in his sole discretion.
|
|
d.
|
Payment of a pro-rata portion of Kinney’s annual cash incentive award for 2019, calculated by multiplying the amount that Kinney would have earned under LP’s annual incentive programs for 2019 had he remained continuously employed by LP (and otherwise eligible for an annual cash incentive payout) by a fraction, the numerator of which is the number of days in 2019 through the Separation Date, or 273 days, and the denominator of which is 365, to be paid in a lump sum no later than March 15, 2020.
|
|
e.
|
With respect to any equity compensation awards that Kinney may have received under any equity compensation plans or arrangements sponsored by LP:
|
|
(1)
|
upon the Separation Date, such awards that are unvested and are not subject to vesting upon the attainment of performance goals shall immediately vest, and for stock options and stock appreciation rights become exercisable, in an amount equal to (A) the product of (i) the total number of shares subject to such award multiplied by (ii) a fraction, the numerator of which is equal to the number of calendar days that elapsed from the grant date of the applicable award to the Separation Date and the denominator of which is equal to the full number of calendar days in the vesting period of such award, less (B) the number of shares with respect to such award that had already become vested as of the Separation Date;
|
|
(2)
|
such awards that are unvested and subject to vesting upon the attainment of performance goals shall become vested in an amount equal to (A) the product of (i) the total portion of the award that would have vested following the end of the full performance period based on actual performance in accordance with the terms of the governing arrangements under which such performance-based award was granted multiplied by (ii) a fraction, the numerator of which is equal to the number of calendar days that elapsed from the commencement date of the performance period of such award to the Separation Date and the denominator of which is equal to the full number of calendar days in the performance period of such award, less (B) the portion of such award that had already become vested as of the Separation Date, but in no event may discretion be exercised to reduce any such performance award below the formulaic payout amount unless such discretion is applied across-the-board for all of LP’s officers; and
|
|
(3)
|
if any such awards are stock appreciation rights or stock options that are not intended to qualify as “incentive stock options” under Section 422 of the Internal Revenue Code of 1986, those stock appreciation rights or stock options will remain exercisable for a period of three months
|
|
f.
|
LP shall pay or reimburse Kinney for reasonable attorneys’ fees that are incurred by Kinney in the negotiation of this Agreement and his separation from LP up to a maximum of $5,000 in the aggregate.
|
|
g.
|
Kinney acknowledges that but for this Agreement he is not entitled to any of the additional payments or benefits described in this Section 4, other than any portion of outstanding SARs that are otherwise vested.
|
|
h.
|
The foregoing payments and benefits shall be in lieu of and shall discharge any obligations of LP to Kinney for any rights or claims of any type, including, but not limited to, any and all rights that Kinney may have arising out of LP’s equity compensation plans, and any other plan, agreement, offer letter, or contract of any type, or any other expectation of remuneration or benefit on the part of Kinney.
|
|
5.
|
Release.
|
|
6.
|
Competitive Activity; Non-Solicitation; Confidentiality.
|
|
a.
|
Acknowledgements and Agreements. Kinney hereby acknowledges and agrees that in the performance of his duties to LP, Kinney has been brought into frequent contact with existing and potential customers of LP. Kinney also agrees that trade secrets and confidential information of LP, more fully described in Section 6(e), gained by Kinney during Kinney’s association with LP, have been developed by LP through substantial expenditures of time, effort and money and constitute valuable and unique property of LP. Kinney further understands and agrees that the foregoing makes it necessary for the protection of LP’s business that Kinney not compete with LP for a reasonable period after his employment with LP, as further provided in the following subsections.
|
|
b.
|
Covenants.
|
|
(1)
|
Covenants Following Termination. For a period of 18 months following the Separation Date, Kinney shall not:
|
|
(A)
|
enter into or engage in any business which competes with the Company’s Business (as defined below) within the Restricted Territory (as defined below);
|
|
(B)
|
solicit customers, business, patronage or orders for, or sell, any products and services in competition with, or for any business that competes with, the Company’s Business within the Restricted Territory;
|
|
(C)
|
divert, entice or otherwise take away any customers, business, patronage or orders of LP within the Restricted Territory, or attempt to do so; or
|
|
(D)
|
promote or assist, financially or otherwise, any person, firm, association, partnership, corporation or other entity engaged in any business which competes with the Company’s Business within the Restricted Territory.
|
|
(1)
|
Indirect Competition. For the purposes of this Section, but without limitation thereof, Kinney shall be in violation thereof if Kinney engages in any or all of the activities set forth therein directly as an individual on Kinney’s own account, or indirectly as a partner, joint venturer, employee, agent, salesperson, consultant, officer and/or director of any firm, association, partnership, corporation or other entity, or as a stockholder of any corporation in which Kinney or Kinney’s spouse, child or parent owns, directly or indirectly, individually or in the aggregate, more than five percent (5%) of the outstanding stock.
|
|
(2)
|
If it shall be judicially determined that Kinney has violated this Section 6, then the period applicable to each obligation that Kinney shall have been determined to have violated shall automatically be extended by a period of time equal in length to the period during which such violation(s) occurred.
|
|
c.
|
The Company. For purposes of this Section 6, LP shall include any and all direct and indirect subsidiary, parent, affiliated or related companies of LP for which Kinney worked or had responsibility at the time of the Separation Date and at any time during the two-year period prior to the Separation Date.
|
|
d.
|
Non-Solicitation. For the period of Kinney’s employment with LP and for a period of 18 months following the Separation Date, Kinney shall not, directly or indirectly, attempt to disrupt, damage, impair or interfere with LP’s business by soliciting, attempting to solicit, or otherwise attempting to cause any LP employees to resign from their employment with LP, or by disrupting the relationship between LP and any of its consultants, agents or representatives. Kinney acknowledges that this covenant is necessary to enable LP to maintain a stable workforce and remain in business.
|
|
e.
|
Further Covenants.
|
|
(1)
|
Kinney shall keep in strict confidence, and shall not, directly or indirectly, at any time, during or after Kinney’s employment with LP, disclose, furnish, disseminate, make available or, except in the course of performing Kinney’s duties of employment, use any trade secrets or confidential business and technical information of LP or its customers or vendors, without limitation as to when or how Kinney may have acquired such information. Such confidential
|
|
(2)
|
The U.S. Defend Trade Secrets Act of 2016 (“DTSA”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, the DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.
|
|
(3)
|
Kinney agrees that upon Kinney’s termination of employment with LP, Kinney shall return to LP, in good condition, all property of LP, including, without limitation, the originals and all copies of any materials which contain, reflect, summarize, describe, analyze or refer or relate to any items of information listed in subsection (a)(1). In the event that such items are not so returned, LP shall have the right to charge Kinney for all reasonable damages, costs, attorneys’ fees and other expenses incurred in searching for, taking, removing and/or recovering such property.
|
|
(4)
|
Kinney agrees that upon Kinney’s termination of employment with LP, Kinney shall, upon reasonable notice (not unreasonably interfering with Kinney’s other business endeavors), advise and assist LP and its counsel in preparing such operational, financial, and other reports, or other filings and documents, as LP may reasonably request, and otherwise cooperate with LP and its affiliates with any request for information or with any investigation involving LP or any of its affiliates. Kinney also agrees, upon such reasonable notice, to assist LP and its counsel in prosecuting or defending against any litigation, complaints, or claims against or involving LP or its affiliates. LP shall pay Kinney’s reasonably incurred travel costs and expenses in the event it requires Kinney to provide such assistance. In addition, for such assistance, Kinney will be compensated for Kinney’s time at a reasonable rate.
|
|
f.
|
Communication of Contents of Agreement. While employed by LP and for 18 months thereafter, Kinney shall communicate the contents of Section 6 of this Agreement to any person, firm, association, partnership, corporation or other entity that Kinney intends to be employed by, associated with or represent.
|
|
g.
|
Non-Disparagement.
|
|
(1)
|
Kinney agrees that Kinney shall not, unless compelled by a court or governmental agency, make, or cause to be made, any statement or communication regarding LP, its subsidiaries or
|
|
(2)
|
LP shall reasonably direct the officers and directors of LP not to make or issue, or procure any person, firm, or entity to make or issue, any statement in any form, including written, oral and electronic communications of any kind, which conveys negative or adverse information about Kinney. This paragraph does not apply to truthful testimony or disclosure compelled or required by applicable law or legal process.
|
|
(3)
|
Nothing in this section is intended to or shall prohibit any person or entity (including, without limitation, Kinney) from: (i) providing truthful testimony compelled by applicable law or legal process; or (ii) cooperating fully and truthfully with any government authority conducting an investigation into any potential violation of any law or regulation.
|
|
h.
|
Relief. Kinney acknowledges and agrees that the remedy at law available to LP for breach of any of Kinney’s obligations under this Agreement would be inadequate. Kinney therefore agrees that, in addition to any other rights or remedies that LP may have at law or in equity, temporary and permanent injunctive relief may be granted in any proceeding which may be brought to enforce any provision contained in Sections 6(b), 6(d), 6(e), 6(f) and 6(g) inclusive, of this Agreement, without the necessity of proof of actual damage.
|
|
i.
|
Reasonableness. Kinney acknowledges that Kinney’s obligations under this Section 6 are reasonable in the context of the nature of the Company’s Business and the competitive injuries likely to be sustained by LP if Kinney were to violate such obligations. Kinney further acknowledges that this Agreement is made in consideration of, and is adequately supported by, the agreement of LP to perform its obligations under this Agreement and by other consideration, which Kinney acknowledges constitutes good, valuable and sufficient consideration.
|
|
j.
|
Definitions. For the purposes of this Section 6:
|
|
(1)
|
“Company’s Business” means the design, manufacture and marketing of any siding or panel building products for the new home or multi-family construction, repair and remodeling, and outdoor structures markets and any additional building products or services that compete with products or services that LP is designing, manufacturing, and/or marketing as of the Separation Date, as evidenced by the books and records of LP; provided, however, that activity shall only be deemed to compete with the Company’s Business if it relates to one or more of the companies listed on the separate document provided to Kinney with this Agreement titled “Competing Companies” and their affiliates (and any successors thereto).
|
|
(2)
|
“Restricted Territory” means all of North America.
|
|
7.
|
Attorneys’ Fees.
|
|
8.
|
Choice of Law.
|
|
9.
|
Severability.
|
|
10.
|
No Admission.
|
|
11.
|
Provisions of Older Worker Benefit Protection Act/Waiver of Age Discrimination in Employment Act Claims.
|
|
12.
|
Counterparts.
|
|
13.
|
No Representation
|
|
14.
|
Taxes.
|
|
Corporation:
|
Louisiana-Pacific Corporation, a Delaware corporation (“Corporation”)
|
|
Awardee:
|
[Employee name] (“Participant”)
|
|
Plan:
|
Louisiana-Pacific Corporation 2013 Omnibus Stock Award Plan, as amended (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, as amended (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:
|
|
|
1.
|
I have reviewed this report on Form 10-Q 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:
|
November 5, 2019
|
/S/ W. BRADLEY SOUTHERN
|
|
|
|
W. BRADLEY SOUTHERN
|
|
|
|
Chief Executive Officer
|
|
1.
|
I have reviewed this report on Form 10-Q 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:
|
November 5, 2019
|
/s/ Alan J.M. Haughie
|
|
|
|
Alan J.M. Haughie
|
|
|
|
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/ W. BRADLEY SOUTHERN
|
|
Name: W. BRADLEY SOUTHERN
Title: Chief Executive Officer
|
|
/S/ ALAN J.M. HAUGHIE
|
|
Name: Alan J.M. Haughie
Title: Chief Financial Officer
|