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8-K


 
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 __________________________________
FORM 8-K
__________________________________
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: November 3, 2015
Commission File Number 1-7107
 __________________________________ 
LOUISIANA-PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
 __________________________________ 
DELAWARE
 
1-7107
 
93-0609074
(State or other jurisdiction of
incorporation or organization)
 
Commission
File Number
 
(IRS Employer
Identification No.)
414 Union Street, Suite 2000, Nashville, TN 37219
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (615) 986-5600
 __________________________________ 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
å
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
å
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
å
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
å
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 





















Item 2.02 Results of Operations and Financial Condition
The information in this item and Exhibit 99.1 and Exhibit 99.2, attached hereto, is being furnished to the Securities and Exchange Commission and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
On November 3, 2015, Louisiana - Pacific Corporation issued a press release announcing financial results for the quarter and nine months ended September 30, 2015, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
In addition to disclosing financial results calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), the attached press release discloses continuing earnings before interest expense, taxes, depreciation and amortization (“EBITDA”) which is a non-GAAP financial measure. Additionally, it discloses Adjusted EBITDA from continuing operations which further adjusts EBITDA to exclude stock based compensation expense, (gain) loss on sales or impairment of long lived assets, other operating charges and credits, investment income, cost of potential acquisitions and depreciation included in equity in loss (earnings) of unconsolidated affiliates. It also discloses adjusted income (loss) which excludes (gain) loss on sale or impairment of long-lived assets, cost of acquisition, other operating credits and charges, net, cost of potential acquisitions and adjusts for a normalized tax rate. EBITDA, Adjusted EBITDA from continuing operations and adjusted loss from continuing operations are not a substitute for the GAAP measure of net income or operating cash flows or other GAAP measures of operating performance or liquidity. A copy of the reconciliation of adjusted loss, EBITDA and Adjusted EBITDA for the quarter and nine months ended September 30, 2015 and 2014 is attached hereto as Exhibit 99.2 and Exhibit 99.3 and incorporated herein by reference.
We have EBITDA and Adjusted EBITDA from continuing operations in the press release because we use them as important supplemental measures of our performance and believe that similarly-titled measures are frequently used by securities analysts, investors and other interested persons in the evaluation of companies in our industry, some of which present similarly-titled measures when reporting their results. We use EBITDA and Adjusted EBITDA from continuing operations to evaluate our performance as compared to other companies in our industry that have different financing and capital structures and/or tax rates. It should be noted that companies calculate similarly-titled measures differently and, therefore, as presented by us may not be comparable to similarly-titled measures reported by other companies. In addition, EBITDA has material limitations as a performance measure because it excludes interest expense, income tax (benefit) expense and depreciation and amortization which are necessary to operate our business or which we otherwise incurred or experienced in connection with the operation of our business.
We believe that adjusted income (loss) which excludes (gain) loss on sale or impairment of long-lived assets, other operating credits and charges, net, cost of potential acquisitions, adjusted for a normalized tax rate is a useful measure for evaluating our ability to generate earnings and that providing this measure will allow investors to more readily compare the earnings referred to in the press release to our earnings for past and future periods. We believe that this measure is particularly useful where the amounts of the excluded items are not consistent between the periods presented. It should be noted that other companies may present similarly-titled measures differently and, therefore, as presented by us may not be comparable to similarly-titled measures reported by other companies. In addition, adjusted income (loss) from continuing operations has material limitations as a performance measure because it excludes items that are actually incurred or experienced in connection with the operations of our business.



















Item 9.01 Financial Statements, Pro Forma Financial Statements and Exhibits.
Exhibit
Number
Description
 
 
99.1
Press release issued by Louisiana-Pacific Corporation on November 3, 2015, regarding financial results for the quarter and nine months ended September 30, 2015.
99.2
Reconciliation of Adjusted operating income from operations and EBITDA and Adjusted EBITDA for the quarter and nine months ended September 30, 2015 and 2014.
99.3
Reconciliation of Adjusted operating income from operations for the quarter and nine months ended September 30, 2015 and 2014 and for the quarter ended June 30, 2015.





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
LOUISIANA-PACIFIC CORPORATION
 
 
 
 
By:
/S/ SALLIE B. BAILEY
 
 
Sallie B. Bailey
 
 
Executive Vice President and Chief
 
 
Financial Officer
 
 
(Principal Financial Officer)
Date: November 3, 2015



Exhibit





LP Reports Third Quarter 2015 Results

Louisiana-Pacific Corporation (LP) (NYSE: LPX) reported today results for the third quarter of 2015, which included the following:

•
Sales for the third quarter of $465 million were lower by 10 percent compared to the year ago quarter.
•
Net loss from continuing operations was $25 million ($0.17 per diluted share).
•
Non-GAAP adjusted loss from continuing operations was $16 million ($0.12 per diluted share).
•
Adjusted EBITDA from continuing operations for the third quarter was $11 million compared to $12 million in the third quarter of 2014.
•
Cash and cash equivalents were $448 million as of September 30, 2015.

“All of LP’s operating segments were adjusted EBITDA positive in the third quarter. While our OSB prices averaged 7% below the third quarter of last year, we did see a steady rise in Random Lengths pricing which began in August which has continued into this quarter" said Curt Stevens, chief executive officer. "I’m also pleased to report that we began initial production of siding products from our Swan Valley, Manitoba mill last week, on time and on budget” he concluded.

For the third quarter of 2015, LP reported net loss of $27 million, or $0.19 per diluted share, as compared to a net loss of $20 million, or $0.14 per diluted share for the third quarter of 2014. Reductions in OSB pricing accounted for an $18 million decrease in both operating results and adjusted EBITDA.

YEAR TO DATE RESULTS

For the nine months ended September 30, 2015, LP reported net sales of $1.4 billion compared to $1.5 billion in the first nine months of 2014. For the first nine months of 2015, LP reported net loss of $81 million, or $0.57 per diluted share, compared to loss of $33 million, or $0.23 per diluted share, for the same period in 2014. Adjusted EBITDA from continuing operations for the the first nine months of 2015 was $33 million compared to $61 million for 2014. Reductions in OSB pricing accounted for an $81 million decrease in both operating results and adjusted EBITDA.

ORIENTED STRAND BOARD (OSB) SEGMENT

LP's OSB segment manufactures and distributes OSB structural panel products. The OSB segment reported net sales for the third quarter of 2015 of $200 million, a 14 percent decrease from $233 million of net sales in the third quarter of 2014. For the third quarter of 2015, the OSB segment reported an operating loss of $11 million compared to $16 million in the third quarter of 2014. For the third quarter of 2015, adjusted EBITDA for this segment increased by $5 million




compared to the third quarter of 2014. For the third quarter of 2015 as compared to third quarter of 2014, sales volumes decreased 9 percent and sales prices decreased by 7 percent. The decrease in selling price unfavorably impacted operating results and adjusted EBITDA by approximately $16 million for the quarter as compared to the third quarter of 2014.
 
SIDING SEGMENT

LP's Siding segment consists of SmartSide siding as well as LP's prefinished CanExel siding line. These products are used in new construction as well as in the repair and remodeling markets. The Siding segment reported net sales of $158 million in the third quarter of 2015, a decrease of 3 percent from $163 million in the year-ago third quarter. For the third quarter of 2015, the Siding segment reported operating income of $17 million compared to $21 million in the year-ago quarter. For the third quarter of 2015, the Siding segment reported $22 million in adjusted EBITDA, a decrease of $3 million compared to the third quarter of 2014.

ENGINEERED WOOD PRODUCTS SEGMENT (EWP)

The EWP segment is comprised of I-Joist (IJ), Laminated Veneer Lumber and Laminated Strand Lumber (LVL and LSL). EWP sales in the third quarter of 2015 totaled $74 million, down 4 percent from the year-ago quarter. Operating losses increased to $1 million for the third quarter of 2015 from breakeven in the third quarter of 2014. For the third quarter, the EWP segment showed a decrease of $2 million in adjusted EBITDA as compared to the same quarter in 2014.

SOUTH AMERICA SEGMENT

The South American segment consists of facilities in Chile and Brazil. The segment reported sales in the third quarter of 2015 of $27 million, down 26 percent from $36 million in the third quarter of 2014. Operating income was $2 million for the third quarter of 2015 compared to breakeven in the third quarter of 2014. For the third quarter, LP reported adjusted EBITDA in this segment of $4 million, an increase of $2 million as compared to the third quarter of 2014.

COMPANY OUTLOOK

“With homebuilder confidence at a ten year high and OSB prices continuing to increase, I am optimistic that LP’s results will continue to improve over the next several quarters,” continued Stevens.  “The longer term housing forecasts consistently show increased housing starts in each of the next three years as the industry begins to fill the gap created during the protracted downturn.”

LP is a premier supplier of building materials, delivering innovative, high-quality commodity and specialty products to its retail, wholesale, homebuilding and industrial customers. Visit LP's web site at www.lpcorp.com for additional information on the company as well as reconciliation of non-GAAP results.
###




FORWARD LOOKING STATEMENTS
This news release contains statements concerning Louisiana-Pacific Corporation's (LP) future results and performance that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The matters addressed in these statements are subject to a number of risks, uncertainties and assumptions that may cause actual results to differ materially from those projected, including, but not limited to, the effect of general economic conditions, including the level of interest rates and housing starts, market demand for the company's products, and prices for structural products; the availability, cost and other terms of capital; the efficiency and consequences of operations improvement initiatives and cash conservation measures; the effect of forestry, land use, environmental and other governmental regulations; the ability to obtain regulatory approvals; and the risk of losses from fires, floods and other natural disasters. These and other factors that could cause or contribute to actual results differing materially from those contemplated by such forward-looking statements are discussed in greater detail in the company's Securities and Exchange Commission filings.





LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES
FINANCIAL AND QUARTERLY DATA
(Dollar amounts in millions, except per share amounts) (Unaudited)

 
Quarter Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
Net sales
$
464.9

 
$
518.1

 
$
1,429.6

 
$
1,481.3

 
 
 
 
 
 
 
 
Loss from operations
$
(17.4
)
 
$
(14.6
)
 
$
(64.7
)
 
$
(28.7
)
 
 
 
 
 
 
 
 
Loss from continuing operations before taxes and equity in income of unconsolidated affiliates
$
(29.0
)
 
$
(23.3
)
 
$
(90.4
)
 
$
(49.5
)
 
 
 
 
 
 
 
 
Non-GAAP adjusted loss from continuing operations
$
(16.2
)
 
$
(16.3
)
 
(46.9
)
 
$
(27.6
)
 
 
 
 
 
 
 
 
Loss from continuing operations
$
(24.6
)
 
$
(18.3
)
 
(78.6
)
 
$
(30.4
)
 
 
 
 
 
 
 
 
Net loss
$
(26.5
)
 
$
(20.4
)
 
$
(80.5
)
 
$
(32.5
)
 
 
 
 
 
 
 
 
Net loss per share - basic and diluted
$
(0.19
)
 
$
(0.14
)
 
$
(0.57
)
 
$
(0.23
)
 
 
 
 
 
 
 
 
Average shares of stock outstanding - basic and diluted
142.6

 
140.8

 
142.3

 
140.9

 
 
 
 
 
 
 
 






CONSOLIDATED STATEMENTS OF INCOME
LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES
(Dollar amounts in millions, except per share amounts) (Unaudited)
 
Quarter Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
Net sales
$
464.9

 
$
518.1

 
$
1,429.6

 
$
1,481.3

Operating costs and expenses:
 
 
 
 
 
 
 
Cost of sales
416.2

 
477.0

 
1,287.4

 
1,326.9

Depreciation and amortization
25.9

 
26.9

 
77.9

 
77.4

Selling and administrative
38.3

 
31.9

 
114.9

 
108.7

(Gain) loss on sale or impairment of long-lived assets, net
0.9

 
(3.6
)
 
1.5

 
(4.1
)
Other operating charges and credits, net
1.0

 
0.5

 
12.6

 
1.1

Total operating costs and expenses
482.3

 
532.7

 
1,494.3

 
1,510.0

Loss from operations
(17.4
)
 
(14.6
)
 
(64.7
)
 
(28.7
)
 
 
 
 
 
 
 
 
Non-operating income (expense):
 
 
 
 
 
 
 
Interest expense, net of capitalized interest
(8.4
)
 
(8.3
)
 
(23.1
)
 
(23.4
)
Interest income
0.5

 
0.9

 
2.9

 
4.4

Other non-operating items
(3.7
)
 
(1.3
)
 
(5.5
)
 
(1.8
)
Total non-operating income (expense)
(11.6
)
 
(8.7
)
 
(25.7
)
 
(20.8
)
 
 
 
 
 
 
 
 
Loss from continuing operations before taxes and equity in income of unconsolidated affiliates
(29.0
)
 
(23.3
)
 
(90.4
)
 
(49.5
)
Benefit for income taxes
(2.4
)
 
(3.6
)
 
(7.7
)
 
(15.9
)
Equity in income of unconsolidated affiliates
(2.0
)
 
(1.4
)
 
(4.1
)
 
(3.2
)
Loss from continuing operations
(24.6
)
 
(18.3
)
 
(78.6
)
 
(30.4
)
 
 
 
 
 
 
 
 
Loss from discontinued operation before taxes
(2.9
)
 
(3.2
)
 
(2.9
)
 
(3.2
)
Benefit for income taxes
(1.0
)
 
(1.1
)
 
(1.0
)
 
(1.1
)
Loss from discontinued operations
(1.9
)
 
(2.1
)
 
(1.9
)
 
(2.1
)
 
 
 
 
 
 
 
 
Net loss
(26.5
)
 
(20.4
)
 
(80.5
)
 
(32.5
)
Net loss per share of common stock (basic and diluted):
 
 
 
 
 
 
 
Loss per share from continuing operations
$
(0.17
)
 
$
(0.13
)
 
(0.55
)
 
(0.22
)
Loss per share from discontinued operations
(0.02
)
 
(0.01
)
 
(0.02
)
 
(0.01
)
Net loss per share
$
(0.19
)
 
$
(0.14
)
 
(0.57
)
 
(0.23
)
 
 
 
 
 
 
 
 
Average shares of stock outstanding - basic and diluted
142.6

 
140.8

 
142.3

 
140.9

 
 
 
 
 
 
 
 





CONDENSED CONSOLIDATED BALANCE SHEETS
LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES
(Dollar amounts in millions) (Unaudited)
 
September 30, 2015
 
December 31, 2014
ASSETS
 
 
 
Cash and cash equivalents
$
447.7

 
$
532.7

Receivables
120.0

 
108.4

Inventories
230.5

 
229.8

Prepaid expenses and other current assets
8.9

 
25.0

Deferred income taxes
24.4

 
45.1

Assets held for sale
9.3

 
9.3

Total current assets
840.8

 
950.3

 
 
 
 
Timber and timberlands
53.2

 
67.1

Property, plant and equipment, at cost
2,346.6

 
2,315.1

Accumulated depreciation
(1,518.2
)
 
(1,464.4
)
Net property, plant and equipment
828.4

 
850.7

 
 
 
 
Goodwill
9.7

 
9.7

Notes receivable from asset sales
432.2

 
432.2

Investments in and advances to affiliates
7.4

 
5.0

Restricted cash
15.8

 
10.4

Other assets
21.4

 
22.8

Long-term deferred tax asset
0.6

 
0.6

Total assets
$
2,209.5

 
$
2,348.8

 
 
 
 
LIABILITIES AND EQUITY
 
 
 
Current portion of long-term debt
$
2.2

 
$
2.4

Accounts payable and accrued liabilities
162.5

 
168.3

Current portion of contingency reserves
2.0

 
2.0

Total current liabilities
166.7

 
172.7

 
 
 
 
Long-term debt, excluding current portion
751.7

 
754.8

Deferred income taxes
115.3

 
139.5

Contingency reserves, excluding current portion
11.6

 
12.2

Other long-term liabilities
141.1

 
153.8

 
 
 
 
Stockholders’ equity:
 
 
 
Common stock
153.0

 
152.8

Additional paid-in capital
497.4

 
507.0

Retained earnings
731.8

 
812.3

Treasury stock
(212.8
)
 
(225.0
)
Accumulated comprehensive loss
(146.3
)
 
(131.3
)
Total stockholders’ equity
1,023.1

 
1,115.8

Total liabilities and stockholders’ equity
$
2,209.5

 
$
2,348.8







CONDENSED CONSOLIDATED CASH FLOW STATEMENT
LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES
(Dollar amounts in millions) (Unaudited)
 
Quarter Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
 
 
Net loss
$
(26.5
)
 
$
(20.4
)
 
$
(80.5
)
 
$
(32.5
)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
 
 
 
 
 
 
 
Depreciation and amortization
25.9

 
26.9

 
77.9

 
77.4

Income from unconsolidated affiliates
(2.0
)
 
(1.4
)
 
(4.1
)
 
(3.2
)
(Gain) loss on sale or impairment of long-lived assets, net
0.9

 
(3.6
)
 
1.5

 
(4.1
)
Other operating charges and credits, net
1.0

 
0.5

 
12.6

 
1.1

Stock-based compensation related to stock plans
2.2

 
2.4

 
7.3

 
6.9

Exchange loss on remeasurement
1.2

 
(2.4
)
 
5.5

 
(1.1
)
Increase in contingencies, net of cash payments
(1.0
)
 
(1.2
)
 
(0.5
)
 
(1.2
)
Cash settlements of warranties, net of accruals
(0.3
)
 
0.1

 
(5.7
)
 
(4.9
)
Pension expense, net of contributions
1.1

 
(5.1
)
 
5.5

 
(3.8
)
Non-cash interest expense, net
0.8

 
0.7

 
0.7

 
1.3

Other adjustments, net
0.5

 
—

 
1.3

 
0.4

Changes in assets and liabilities:
 
 
 
 
 
 
 
(Increase) decrease in receivables
0.6

 
(0.2
)
 
(16.0
)
 
(67.4
)
(Increase) decrease in inventories
(8.5
)
 
15.6

 
(5.4
)
 
4.3

Increase in prepaid expenses and other current assets
(1.8
)
 
(2.5
)
 
(1.0
)
 
(1.8
)
Decrease in accounts payable and accrued liabilities
14.6

 
24.1

 
10.4

 
18.1

Decrease in deferred income taxes
(7.5
)
 
(6.0
)
 
(10.8
)
 
(19.8
)
Net cash provided by (used in) operating activities
1.2

 
27.5

 
(1.3
)
 
(30.3
)
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
 
 
Property, plant and equipment additions
(33.6
)
 
(12.6
)
 
(67.1
)
 
(54.8
)
Investments in and refunds from joint ventures
1.7

 
—

 
1.7

 
—

Proceeds from sales of assets
—

 
12.0

 
0.4

 
12.8

(Increase) decrease in restricted cash under letters of credit/credit facility
(0.5
)
 
(0.1
)
 
(5.9
)
 
0.9

Other financing activities
0.1

 
—

 
0.1

 
—

Net cash used in investing activities
(32.3
)
 
(0.7
)
 
(70.8
)
 
(41.1
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
 
 
Repayment of long-term debt
(0.8
)
 
(1.1
)
 
(2.2
)
 
(2.2
)
Sale of common stock under equity plans
—

 
—

 
0.4

 
—

Taxes paid related to net share settlement of equity awards
(0.1
)
 
—

 
(5.4
)
 
(1.5
)
Net cash used in financing activities
(0.9
)
 
(1.1
)
 
(7.2
)
 
(3.7
)
EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS
(1.3
)
 
(0.5
)
 
(5.7
)
 
(1.8
)
Net increase (decrease) in cash and cash equivalents
(33.3
)
 
25.2

 
(85.0
)
 
(76.9
)
Cash and cash equivalents at beginning of period
481.0

 
554.7

 
532.7

 
656.8

Cash and cash equivalents at end of period
$
447.7

 
$
579.9

 
$
447.7

 
$
579.9







LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES
SELECTED SEGMENT INFORMATION
(Dollar amounts in millions) (Unaudited)


 
Quarter Ended September 30,
 
Nine Months Ended September 30,
Dollar amounts in millions
2015
 
2014
 
2015
 
2014
Net sales:
 
 
 
 
 
 
 
OSB
$
200.0

 
$
233.4

 
$
601.2

 
$
652.0

Siding
157.8

 
163.2

 
495.2

 
476.4

EWP
74.4

 
77.3

 
211.2

 
215.4

South America
26.8

 
36.0

 
101.4

 
114.5

Other
6.8

 
8.3

 
21.5

 
24.9

Intersegment Sales
(0.9
)
 
(0.1
)
 
(0.9
)
 
(1.9
)
 
$
464.9

 
$
518.1

 
$
1,429.6

 
$
1,481.3

Operating profit (loss):
 
 
 
 
 
 
 
OSB
$
(11.1
)
 
$
(16.4
)
 
$
(57.6
)
 
$
(23.8
)
Siding
17.2

 
20.8

 
79.3

 
65.9

EWP
(0.9
)
 
(0.1
)
 
(7.3
)
 
(8.5
)
South America
2.4

 
0.3

 
6.8

 
8.5

Other
(0.6
)
 
(2.4
)
 
(2.5
)
 
(4.1
)
Other operating charges and credits, net
(1.0
)
 
(0.5
)
 
(12.6
)
 
(1.1
)
Gain (loss) on sale or impairment of long-lived assets
(0.9
)
 
3.6

 
(1.5
)
 
4.1

General corporate and other expenses, net
(20.5
)
 
(18.5
)
 
(65.2
)
 
(66.5
)
Other non-operating income (expense)
(3.7
)
 
(1.3
)
 
(5.5
)
 
(1.8
)
Interest income
0.5

 
0.9

 
2.9

 
4.4

Interest expense, net of capitalized interest
(8.4
)
 
(8.3
)
 
(23.1
)
 
(23.4
)
Loss from operations before taxes
(27.0
)
 
(21.9
)
 
(86.3
)
 
(46.3
)
Benefit for income taxes
(2.4
)
 
(3.6
)
 
(7.7
)
 
(15.9
)
Loss from continuing operations
$
(24.6
)
 
$
(18.3
)
 
$
(78.6
)
 
$
(30.4
)












LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES
SUMMARY OF PRODUCTION VOLUMES (1) 
The following table sets forth production volumes for the quarter and nine months ended September 30, 2015 and 2014.

 
Quarter Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2015
 
2014
 
2015
 
2014
Oriented strand board, million square feet 3/8" basis(1)
1,050

 
1,141

 
3,143

 
3,172

Oriented strand board, million square feet 3/8" basis (produced by North America non-OSB segment mills)
64

 
10

 
80

 
71

Wood-based siding, million square feet 3/8" basis
258

 
295

 
888

 
835

Engineered I-Joist, million lineal feet(1)
21

 
19

 
57

 
60

Laminated veneer lumber (LVL), thousand cubic feet(1) and laminated strand lumber (LSL), thousand cubic feet
2,343

 
2,340

 
6,828

 
6,886


(1) Includes volumes produced by joint venture operations or under sales arrangements and sold to LP.



Exhibit


Exhibit 99.2 Reconciliation of EBITDA from continuing operations and Adjusted EBITDA from continuing operations for the quarter and nine months ended September 30, 2015 and 2014.
Three Months Ended September 30, 2015 (Dollar amounts in millions)
OSB
 
Siding
 
EWP
 
South America
 
Other
 
Corporate
 
Total
Sales
$
200.0

 
$
157.8

 
$
74.4

 
$
26.8

 
$
6.8

 
$
(0.9
)
 
$
464.9

Depreciation and amortization
14.6

 
5.0

 
3.3

 
2.0

 
0.4

 
0.6

 
25.9

Cost of sales and selling and administrative
196.5

 
135.6

 
74.0

 
22.4

 
7.0

 
19.0

 
454.5

Gain on sale or impairment of long lived assets
—

 
—

 
—

 
—

 
—

 
0.9

 
0.9

Other operating credits and charges, net
—

 
—

 
—

 
—

 
—

 
1.0

 
1.0

Total operating costs
211.1

 
140.6

 
77.3

 
24.4

 
7.4

 
21.5

 
482.3

Income (loss) from operations
(11.1
)
 
17.2

 
(2.9
)
 
2.4

 
(0.6
)
 
(22.4
)
 
(17.4
)
Total non-operating expense
—

 
—

 
—

 
—

 
—

 
(11.6
)
 
(11.6
)
Income (loss) before income taxes and equity in income of unconsolidated affiliates
(11.1
)
 
17.2

 
(2.9
)
 
2.4

 
(0.6
)
 
(34.0
)
 
(29.0
)
Income tax provision
—

 
—

 
—

 
—

 
—

 
(2.4
)
 
(2.4
)
Equity in income of unconsolidated affiliates
—

 
—

 
(2.0
)
 
—

 
—

 
—

 
(2.0
)
Income (loss) from continuing operations
$
(11.1
)
 
$
17.2

 
$
(0.9
)
 
$
2.4

 
$
(0.6
)
 
$
(31.6
)
 
$
(24.6
)
Reconciliation of income (loss) from continuing operations to Adjusted EBITDA
 
 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
(11.1
)
 
$
17.2

 
$
(0.9
)
 
$
2.4

 
$
(0.6
)
 
$
(31.6
)
 
$
(24.6
)
Income tax benefit
—

 
—

 
—

 
—

 
—

 
(2.4
)
 
(2.4
)
Interest expense, net of capitalized interest
—

 
—

 
—

 
—

 
—

 
8.4

 
8.4

Depreciation and amortization
14.6

 
5.0

 
3.3

 
2.0

 
0.4

 
0.6

 
25.9

EBITDA
3.5

 
22.2

 
2.4

 
4.4

 
(0.2
)
 
(25.0
)
 
7.3

Stock based compensation expense
0.4

 
0.1

 
0.1

 
—

 
—

 
1.7

 
2.3

Gain on sale or impairment of long lived assets
—

 
—

 
—

 
—

 
—

 
0.9

 
0.9

Investment income
—

 
—

 
—

 
—

 
—

 
(0.5
)
 
(0.5
)
Other operating credits and charges, net
—

 
—

 
—

 
—

 
—

 
1.0

 
1.0

Adjusted EBITDA
$
3.9

 
$
22.3

 
$
2.5

 
$
4.4

 
$
(0.2
)
 
$
(21.9
)
 
$
11.0

 








Three Months Ended September 30, 2014
(Dollar amounts in millions)
OSB
 
Siding
 
EWP
 
South America
 
Other
 
Corporate
 
Total
Sales
$
233.4

 
$
163.2

 
$
77.3

 
$
36.0

 
$
8.3

 
$
(0.1
)
 
$
518.1

Depreciation and amortization
15.4

 
4.5

 
4.0

 
2.0

 
0.2

 
0.8

 
26.9

Cost of sales and selling and administrative
234.4

 
137.9

 
74.8

 
33.7

 
10.5

 
17.6

 
508.9

Loss on sale or impairment of long lived assets
—

 
—

 
—

 
—

 
—

 
(3.6
)
 
(3.6
)
Other operating credits and charges, net
—

 
—

 
—

 
—

 
—

 
0.5

 
0.5

Total operating costs
249.8

 
142.4

 
78.8

 
35.7

 
10.7

 
15.3

 
532.7

Income (loss) from operations
(16.4
)
 
20.8

 
(1.5
)
 
0.3

 
(2.4
)
 
(15.4
)
 
(14.6
)
Total non-operating expense
—

 
—

 
—

 
—

 
—

 
(8.7
)
 
(8.7
)
Income (loss) before income taxes and equity in (income) loss of unconsolidated affiliates
(16.4
)
 
20.8

 
(1.5
)
 
0.3

 
(2.4
)
 
(24.1
)
 
(23.3
)
Benefit for income taxes
—

 
—

 
—

 
—

 
—

 
(3.6
)
 
(3.6
)
Equity in (income) loss of unconsolidated affiliates
—

 
—

 
(1.4
)
 
—

 
—

 
—

 
(1.4
)
Income (loss) from continuing operations
$
(16.4
)
 
$
20.8

 
$
(0.1
)
 
$
0.3

 
$
(2.4
)
 
$
(20.5
)
 
$
(18.3
)
Reconciliation of net income (loss) to Adjusted EBITDA
 
 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
(16.4
)
 
$
20.8

 
$
(0.1
)
 
$
0.3

 
$
(2.4
)
 
$
(20.5
)
 
$
(18.3
)
Benefit for income taxes
—

 
—

 
—

 
—

 
—

 
(3.6
)
 
(3.6
)
Interest expense, net of capitalized interest
—

 
—

 
—

 
—

 
—

 
8.3

 
8.3

Depreciation and amortization
15.4

 
4.5

 
4.0

 
2.0

 
0.2

 
0.8

 
26.9

EBITDA
(1.0
)
 
25.3

 
3.9

 
2.3

 
(2.2
)
 
(15.0
)
 
13.3

Stock based compensation expense
0.2

 
0.2

 
0.1

 
—

 
—

 
1.9

 
2.4

Loss on sale or impairment of long lived assets
—

 
—

 
—

 
—

 
—

 
(3.6
)
 
(3.6
)
Investment income
—

 
—

 
—

 
—

 
—

 
(0.9
)
 
(0.9
)
Other operating credits and charges, net
—

 
—

 
—

 
—

 
—

 
0.5

 
0.5

Expenses associated with proposed acquisition of Ainsworth Lumber Co. Ltd.
—

 
—

 
—

 
—

 
—

 
(0.1
)
 
(0.1
)
Adjusted EBITDA from continuing operations
$
(0.8
)
 
$
25.5

 
$
4.0

 
$
2.3

 
$
(2.2
)
 
$
(17.2
)
 
$
11.6



 




Nine Months Ended September 30, 2015 (Dollar amounts in millions)
OSB
 
Siding
 
EWP
 
South America
 
Other
 
Corporate
 
Total
Sales
$
601.2

 
$
495.2

 
$
211.2

 
$
101.4

 
$
21.5

 
$
(0.9
)
 
$
1,429.6

Depreciation and amortization
43.6

 
15.1

 
9.6

 
6.2

 
1.3

 
2.1

 
77.9

Cost of sales and selling and administrative
615.2

 
400.8

 
213.0

 
88.4

 
22.7

 
62.2

 
1,402.3

Gain on sale or impairment of long lived assets
—

 
—

 
—

 
—

 
—

 
1.5

 
1.5

Other operating credits and charges, net
—

 
—

 
—

 
—

 
—

 
12.6

 
12.6

Total operating costs
658.8

 
415.9

 
222.6

 
94.6

 
24.0

 
78.4

 
1,494.3

Income (loss) from operations
(57.6
)
 
79.3

 
(11.4
)
 
6.8

 
(2.5
)
 
(79.3
)
 
(64.7
)
Total non-operating expense
—

 
—

 
—

 
—

 
—

 
(25.7
)
 
(25.7
)
Income (loss) before income taxes and equity in income of unconsolidated affiliates
(57.6
)
 
79.3

 
(11.4
)
 
6.8

 
(2.5
)
 
(105.0
)
 
(90.4
)
Income tax benefit
—

 
—

 
—

 
—

 
—

 
(7.7
)
 
(7.7
)
Equity in income of unconsolidated affiliates
—

 
—

 
(4.1
)
 
—

 
—

 
—

 
(4.1
)
Income (loss) from continuing operations
$
(57.6
)
 
$
79.3

 
$
(7.3
)
 
$
6.8

 
$
(2.5
)
 
$
(97.3
)
 
$
(78.6
)
Reconciliation of income (loss) from continuing operations to Adjusted EBITDA
 
 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
(57.6
)
 
$
79.3

 
$
(7.3
)
 
$
6.8

 
$
(2.5
)
 
$
(97.3
)
 
$
(78.6
)
Income tax benefit
—

 
—

 
—

 
—

 
—

 
(7.7
)
 
(7.7
)
Interest expense, net of capitalized interest
—

 
—

 
—

 
—

 
—

 
23.1

 
23.1

Depreciation and amortization
43.6

 
15.1

 
9.6

 
6.2

 
1.3

 
2.1

 
77.9

EBITDA from continuing operations
(14.0
)
 
94.4

 
2.3

 
13.0

 
(1.2
)
 
(79.8
)
 
14.7

Stock based compensation expense
0.8

 
0.6

 
0.4

 
—

 
—

 
5.6

 
7.4

Gain on sale or impairment of long lived assets
—

 
—

 
—

 
—

 
—

 
1.5

 
1.5

Investment income
—

 
—

 
—

 
—

 
—

 
(2.9
)
 
(2.9
)
Other operating credits and charges, net
—

 
—

 
—

 
—

 
—

 
12.6

 
12.6

Adjusted EBITDA from continuing operations
$
(13.2
)
 
$
95.0

 
$
2.7

 
$
13.0

 
$
(1.2
)
 
$
(63.0
)
 
$
33.3






Nine Months Ended September 30, 2014 (Dollar amounts in millions)
OSB
 
Siding
 
EWP
 
South America
 
Other
 
Corporate
 
Total
Sales
$
652.0

 
$
476.4

 
$
215.4

 
$
114.5

 
$
24.9

 
$
(1.9
)
 
$
1,481.3

Depreciation and amortization
42.5

 
13.0

 
12.0

 
6.9

 
0.7

 
2.3

 
77.4

Cost of sales and selling and administrative
633.3

 
397.5

 
215.1

 
99.1

 
28.3

 
62.3

 
1,435.6

Gain on sale or impairment of long lived assets
—

 
—

 
—

 
—

 
—

 
(4.1
)
 
(4.1
)
Other operating credits and charges, net
—

 
—

 
—

 
—

 
—

 
1.1

 
1.1

Total operating costs
675.8

 
410.5

 
227.1

 
106.0

 
29.0

 
61.6

 
1,510.0

Income (loss) from operations
(23.8
)
 
65.9

 
(11.7
)
 
8.5

 
(4.1
)
 
(63.5
)
 
(28.7
)
Total non-operating expense
—

 
—

 
—

 
—

 
—

 
(20.8
)
 
(20.8
)
Income (loss) before income taxes and equity in income of unconsolidated affiliates
(23.8
)
 
65.9

 
(11.7
)
 
8.5

 
(4.1
)
 
(84.3
)
 
(49.5
)
Income tax benefit
—

 
—

 
—

 
—

 
—

 
(15.9
)
 
(15.9
)
Equity in income of unconsolidated affiliates
—

 
—

 
(3.2
)
 
—

 
—

 
—

 
(3.2
)
Income (loss) from continuing operations
$
(23.8
)
 
$
65.9

 
$
(8.5
)
 
$
8.5

 
$
(4.1
)
 
$
(68.4
)
 
$
(30.4
)
Reconciliation of income (loss) from continuing operations to Adjusted EBITDA from continuing operations
 
 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
(23.8
)
 
$
65.9

 
$
(8.5
)
 
$
8.5

 
$
(4.1
)
 
$
(68.4
)
 
$
(30.4
)
Income tax benefit
—

 
—

 
—

 
—

 
—

 
(15.9
)
 
(15.9
)
Interest expense, net of capitalized interest
—

 
—

 
—

 
—

 
—

 
23.4

 
23.4

Depreciation and amortization
42.5

 
13.0

 
12.0

 
6.9

 
0.7

 
2.3

 
77.4

EBITDA from continuing operations
18.7

 
78.9

 
3.5

 
15.4

 
(3.4
)
 
(58.6
)
 
54.5

Stock based compensation expense
0.7

 
0.5

 
0.4

 
—

 
—

 
5.3

 
6.9

Gain on sale or impairment of long lived assets
—

 
—

 
—

 
—

 
—

 
(4.1
)
 
(4.1
)
Investment income
—

 
—

 
—

 
—

 
—

 
(4.4
)
 
(4.4
)
Expenses associated with proposed acquisition of Ainsworth Lumber Co. Ltd.
—

 
—

 
—

 
—

 
—

 
6.8

 
6.8

Other operating credits and charges, net
—

 
—

 
—

 
—

 
—

 
1.1

 
1.1

Depreciation included in equity in (income) loss of unconsolidated affiliates
—

 
—

 
0.1

 
—

 
—

 
—

 
0.1

Adjusted EBITDA from continuing operations
$
19.4

 
$
79.4

 
$
4.0

 
$
15.4

 
$
(3.4
)
 
$
(53.9
)
 
$
60.9







Exhibit


Exhibit 99.3 Reconciliation of Adjusted income from continuing operations
 
 
As reported Quarter Ended September 30, 2015
Adjustments
As adjusted Quarter Ended September 30, 2015
 
As reported Quarter Ended June 30, 2015
Adjustments
As adjusted Quarter Ended June 30, 2015
 
As reported Quarter Ended September 30, 2014
Adjustments
As adjusted Quarter Ended September 30, 2014
 
 
Net sales
$
464.9

 
$
464.9

 
$
493.0

 
$
493.0

 
$
518.1

 
$
518.1

 
Operating costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
Cost of sales
416.2

 
416.2

 
443.4

 
443.4

 
477.0

 
477.0

 
Depreciation and amortization
25.9

 
25.9

 
25.3

 
25.3

 
26.9

 
26.9

 
Selling and administrative
38.3

 
38.3

 
37.9

 
37.9

 
31.9

0.1

32.0

 
(Gain) loss on sale or impairment of long-lived assets, net
0.9

(0.9
)
—

 
0.5

(0.5
)
—

 
(3.6
)
3.6

—

 
Other operating credits and charges, net
1.0

(1.0
)
—

 
—

—

—

 
0.5

(0.5
)
—

 
Total operating costs and expenses
482.3

 
480.4

 
507.1

 
506.6

 
532.7

 
535.9

 
Income (loss) from operations
(17.4
)
 
(15.5
)
 
(14.1
)
 
(13.6
)
 
(14.6
)
 
(17.8
)
 
Non-operating income (expense):
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense, net of capitalized interest
(8.4
)
 
(8.4
)
 
(7.2
)


(7.2
)
 
(8.3
)
 
(8.3
)
 
Investment income
0.5

 
0.5

 
1.0

 
1.0

 
0.9

 
0.9

 
Other non-operating items
(3.7
)
 
(3.7
)
 
0.4

 
0.4

 
(1.3
)
—

(1.3
)
 
Total non-operating income (expense)
(11.6
)
 
(11.6
)
 
(5.8
)
 
(5.8
)
 
(8.7
)
 
(8.7
)
 
Income (loss) before taxes and equity in income of unconsolidated affiliates
(29.0
)
 
(27.1
)
 
(19.9
)
 
(19.4
)
 
(23.3
)
 
(26.5
)
 
Provision (benefit) for income taxes
(2.4
)
2.4

—

 
1.0

(1.0
)
—

 
(3.6
)
3.6

—

 
"Normalized" tax rate @ 35%
—

(8.9
)
(8.9
)
 
—

(6.3
)
(6.3
)
 
—

(8.8
)
(8.8
)
 
Equity in income of unconsolidated affiliates
(2.0
)
 
(2.0
)
 
(1.4
)

(1.4
)
 
(1.4
)
 
(1.4
)
 
Income (loss) from continuing operations
(24.6
)
 
(16.2
)
 
(19.5
)
 
(11.7
)
 
(18.3
)
 
(16.3
)
 
Income (loss) from discontinued operations before taxes
(2.9
)
 
(2.9
)
 
—

 
—

 
(3.2
)
 
(3.2
)
 
Provision (benefit) for income taxes
(1.0
)
 
(1.0
)
 
—

 
—

 
(1.1
)
 
(1.1
)
 
Income (loss) from discontinued operations
(1.9
)
 
(1.9
)
 
—

 
—

 
(2.1
)
 
(2.1
)
 
Net income (loss)
$
(26.5
)
 
$
(18.1
)
 
$
(19.5
)
 
$
(11.7
)
 
$
(20.4
)
 
$
(18.4
)
 
Income (loss) per share of common stock (basic and diluted):
 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
(0.17
)
 
$
(0.12
)
 
$
(0.14
)
 
$
(0.08
)
 
$
(0.13
)
 
$
(0.12
)
 
Income (loss) from discontinued operations
(0.02
)
 
(0.02
)
 
—

 
—

 
(0.01
)
 
(0.01
)
 
Net income (loss) per share
$
(0.19
)
 
$
(0.14
)
 
$
(0.14
)
 
$
(0.08
)
 
$
(0.14
)
 
$
(0.13
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average shares of stock outstanding - basic and diluted
142.6

 
142.6

 
142.3

 
142.3

 
140.8

 
140.8






 
 
As reported Nine Months Ended September 30, 2015
Adjustments
As adjusted Nine Months Ended September 30 , 2015
 
As reported Nine Months Ended September 30, 2014
Adjustments
As adjusted Nine Months Ended September 30 , 2014
 
 
Net sales
$
1,429.6

 
$
1,429.6

 
$
1,481.3

 
$
1,481.3

 
Operating costs and expenses:
 
 
—

 
 
 
—

 
Cost of sales
1,287.4

 
1,287.4

 
1,326.9

 
1,326.9

 
Depreciation and amortization
77.9

 
77.9

 
77.4

 
77.4

 
Selling and administrative
114.9



114.9

 
108.7

(4.7
)
104.0

 
Gain on sale or impairment of long-lived assets, net
1.5

(1.5
)
—

 
(4.1
)
4.1

—

 
Other operating credits and charges, net
12.6

(12.6
)
—

 
1.1

(1.1
)
—

 
Total operating costs and expenses
1,494.3

 
1,480.2

 
1,510.0

 
1,508.3

 
Income (loss) from operations
(64.7
)
 
(50.6
)
 
(28.7
)
 
(27.0
)
 
Non-operating income (expense):
 
 
 
 
 
 
 
 
Interest expense, net of capitalized interest
(23.1
)
 
(23.1
)
 
(23.4
)
 
(23.4
)
 
Investment income
2.9

 
2.9

 
4.4

 
4.4

 
Other non-operating items
(5.5
)

(5.5
)
 
(1.8
)
2.1

0.3

 
Total non-operating income (expense)
(25.7
)
 
(25.7
)
 
(20.8
)
 
(18.7
)
 
Income (loss) from continuing operations before taxes and equity in income of unconsolidated affiliates
(90.4
)
 
(76.3
)
 
(49.5
)
 
(45.7
)
 
Provision (benefit) for income taxes
(7.7
)
7.7

—

 
(15.9
)
15.9

—

 
"Normalized" tax rate @ 35%
—

(25.3
)
(25.3
)
 
—

(14.9
)
(14.9
)
 
Equity in income of unconsolidated affiliates
(4.1
)
 
(4.1
)
 
(3.2
)
 
(3.2
)
 
Income (loss) from continuing operations
(78.6
)
 
(46.9
)
 
(30.4
)
 
(27.6
)
 
Income (loss) from discontinued operations before taxes
(2.9
)
 
(2.9
)
 
(3.2
)
 
(3.2
)
 
Provision (benefit) for income taxes
(1.0
)
 
(1.0
)
 
(1.1
)
 
(1.1
)
 
Income (loss) from discontinued operations
(1.9
)
 
(1.9
)
 
(2.1
)
 
(2.1
)
 
Net income (loss)
$
(80.5
)
 
$
(48.8
)
 
$
(32.5
)
 
$
(29.7
)
 
Income (loss) per share of common stock (basic and diluted):
 
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
(0.55
)
 
$
(0.33
)
 
$
(0.22
)
 
$
(0.20
)
 
Income (loss) from discontinued operations
(0.02
)
 
(0.02
)
 
(0.01
)
 
(0.01
)
 
Net income (loss) per share
$
(0.57
)
 
$
(0.35
)
 
$
(0.23
)
 
$
(0.21
)
 
 
 
 
 
 
 
 
 
 
Average shares of stock outstanding - basic and diluted
142.3

 
142.3

 
140.9

 
140.9