10-Q 1 lpx-2012930x10q.htm 10-Q LPX-2012.9.30 - 10Q


 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
FORM 10-Q
 
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarterly Period Ended September 30, 2012
Commission File Number 1-7107
 
 LOUISIANA-PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
 
DELAWARE
 
93-0609074
(State or other jurisdiction of
incorporation or organization)
 
(IRS Employer
Identification No.)
414 Union Street, Nashville, TN 37219
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (615) 986-5600
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filers” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
x
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 138,367,538 shares of Common Stock, $1 par value, outstanding as of November 6, 2012.
Except as otherwise specified and unless the context otherwise requires, references to "LP", the “Company”, “we”, “us”, and “our” refer to Louisiana-Pacific Corporation and its subsidiaries.
 




ABOUT FORWARD-LOOKING STATEMENTS
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 provide a “safe harbor” for forward-looking statements to encourage companies to provide prospective information about their businesses and other matters as long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed in the statements. This report contains, and other reports and documents filed by us with the Securities and Exchange Commission may contain, forward-looking statements. These statements are or will be based upon the beliefs and assumptions of, and on information available to, our management.
The following statements are or may constitute forward-looking statements: (1) statements preceded by, followed by or that include words like “may,” “will,” “could,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “potential,” “continue” or “future” or the negative or other variations thereof and (2) other statements regarding matters that are not historical facts, including without limitation, plans for product development, forecasts of future costs and expenditures, possible outcomes of legal proceedings, capacity expansion and other growth initiatives and the adequacy of reserves for loss contingencies.
Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to the following:
changes in general economic conditions;
changes in the cost and availability of capital;
changes in the level of home construction activity;
changes in competitive conditions and prices for our products;
changes in the relationship between supply of and demand for building products;
changes in the relationship between supply of and demand for raw materials, including wood fiber and resins, used in manufacturing our products;
changes in the cost of and availability of energy, primarily natural gas, electricity and diesel fuel;
changes in other significant operating expenses;
changes in exchange rates between the U.S. dollar and other currencies, particularly the Canadian dollar, Australian dollar, Brazilian real and the Chilean peso;
changes in general and industry specific environmental laws and regulations;
changes in tax laws, and interpretations thereof;
changes in circumstances giving rise to environmental liabilities or expenditures;
the resolution of existing and future product related litigation and other legal proceedings; and
acts of public authorities, war, civil unrest, natural disasters, fire, floods, earthquakes, inclement weather and other matters beyond our control.
In addition to the foregoing and any risks and uncertainties specifically identified in the text surrounding forward-looking statements, any statements in the reports and other documents filed by us with the Commission that warn of risks or uncertainties associated with future results, events or circumstances identify important factors that could cause actual results, events and circumstances to differ materially from those reflected in the forward-looking statements.
ABOUT THIRD-PARTY INFORMATION
In this report, we rely on and refer to information regarding industry data obtained from market research, publicly available information, industry publications, U.S. government sources and other third parties. Although we believe the information is reliable, we cannot guarantee the accuracy or completeness of the information and have not independently verified it.

2



Item 1.
Financial Statements.
CONSOLIDATED STATEMENTS OF INCOME
LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES
(AMOUNTS IN MILLIONS EXCEPT PER SHARE AMOUNTS)
(UNAUDITED) 
 
Quarter Ended September 30,
 
Nine Months Ended September 30,
 
2012
 
2011
 
2012
 
2011
Net sales
$
467.8

 
$
350.6

 
$
1,257.1

 
$
1,044.7

Operating costs and expenses:
 
 
 
 
 
 
 
Cost of sales
369.3

 
322.0

 
1,042.5

 
953.3

Depreciation and amortization
18.9

 
19.6

 
55.9

 
61.2

Selling and administrative
30.6

 
26.5

 
92.6

 
82.9

Loss on sale or impairment of long-lived assets, net
4.3

 
65.0

 
4.5

 
73.0

Other operating credits and charges, net
1.2

 
(9.8
)
 
1.2

 
(11.2
)
Total operating costs and expenses
424.3

 
423.3

 
1,196.7

 
1,159.2

Income (loss) from operations
43.5

 
(72.7
)
 
60.4

 
(114.5
)
Non-operating income (expense):
 
 
 
 
 
 
 
Interest expense, net of capitalized interest
(10.7
)
 
(14.2
)
 
(36.4
)
 
(42.6
)
Investment income
4.1

 
16.7

 
11.7

 
24.2

Early debt extinguishment

 

 
(52.2
)
 

Other non-operating items
0.4

 
(4.0
)
 
(2.3
)
 
(1.6
)
Total non-operating expense
(6.2
)
 
(1.5
)
 
(79.2
)
 
(20.0
)
Income (loss) from continuing operations before taxes and equity in (income) losses of unconsolidated affiliates
37.3

 
(74.2
)
 
(18.8
)
 
(134.5
)
Provision (benefit) for income taxes
7.9

 
(20.9
)
 
(4.4
)
 
(36.1
)
Equity in (income) loss of unconsolidated affiliates
(2.0
)
 
6.0

 
2.6

 
16.7

Income (loss) from continuing operations
31.4

 
(59.3
)
 
(17.0
)
 
(115.1
)
Loss from discontinued operations before taxes
(0.2
)
 
(10.3
)
 
(0.5
)
 
(14.4
)
Benefit for income taxes
(0.1
)
 
(4.0
)
 
(0.2
)
 
(5.6
)
Loss from discontinued operations
(0.1
)
 
(6.3
)
 
(0.3
)
 
(8.8
)
Net income (loss)
31.3

 
(65.6
)
 
(17.3
)
 
(123.9
)
Less: Net income attributed to non-controlling interest

 

 

 
0.2

Income (loss) attributed to Louisiana-Pacific Corporation
$
31.3

 
$
(65.6
)
 
$
(17.3
)
 
$
(124.1
)
Income (loss) per share of common stock (basic):
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
0.23

 
$
(0.44
)
 
$
(0.13
)
 
$
(0.87
)
Loss from discontinued operations

 
(0.05
)
 

 
(0.07
)
Net income (loss) per share
$
0.23

 
$
(0.49
)
 
$
(0.13
)
 
$
(0.94
)
Net income (loss) per share of common stock (diluted):
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
0.22

 
$
(0.44
)
 
$
(0.13
)
 
$
(0.87
)
Loss from discontinued operations

 
(0.05
)
 

 
(0.07
)
Net income (loss) per share
$
0.22

 
$
(0.49
)
 
$
(0.13
)
 
$
(0.94
)
 
 
 
 
 
 
 
 
Average shares of stock outstanding - basic
137.1

 
134.5

 
136.9

 
132.4

Average shares of stock outstanding - diluted
142.6

 
134.5

 
136.9

 
132.4

 
 
 
 
 
 
 
 
Amounts attributed to LP Corporation common shareholders
 
 
 
 
 
 
 
Income (loss) from continuing operations, net of tax
$
31.4

 
$
(59.3
)
 
$
(17.0
)
 
$
(115.3
)
Loss from discontinued operations, net of tax
(0.1
)
 
(6.3
)
 
(0.3
)
 
(8.8
)
 
$
31.3

 
$
(65.6
)
 
$
(17.3
)
 
$
(124.1
)
The accompanying notes are an integral part of these unaudited financial statements.

3



CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES
(AMOUNTS IN MILLIONS) (UNAUDITED)
 
 
Quarter Ended September 30,
 
Nine Months Ended September 30,
 
2012
 
2011
 
2012
 
2011
Net income (loss)
$
31.3

 
$
(65.6
)
 
$
(17.3
)
 
$
(123.9
)
Other comprehensive income (loss)
 
 
 
 
 
 
 
Foreign currency translation adjustments
2.9

 
(15.6
)
 
1.7

 
(11.3
)
Unrealized gain (loss) on derivative instruments
(0.5
)
 
(0.1
)
 
(0.7
)
 
0.5

Unrealized gain (loss) on marketable securities, net of reversals
0.5

 
(9.0
)
 
0.7

 
(6.4
)
Defined benefit pension plans
0.7

 
2.3

 
2.7

 
3.0

Other comprehensive income (loss), net of tax
3.6

 
(22.4
)
 
4.4

 
(14.2
)
Net income attributable to noncontrolling interest

 

 

 
(0.2
)
Foreign currency translation adjustments attributed to non-controlling interest

 

 

 
(1.0
)
Comprehensive income (loss)
$
34.9

 
$
(88.0
)
 
$
(12.9
)
 
$
(139.3
)
The accompanying notes are an integral part of these unaudited financial statements.

4



CONSOLIDATED BALANCE SHEETS
LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES
(AMOUNTS IN MILLIONS) (UNAUDITED)
 
 
September 30, 2012
 
December 31, 2011
ASSETS
 
 
 
Cash and cash equivalents
$
490.5

 
$
340.0

Receivables, net of allowance for doubtful accounts of $1.2 million at September 30, 2012 and $1.1 million at December 31, 2011
104.6

 
65.1

Income tax receivable
3.6

 
3.5

Inventories
209.3

 
163.6

Prepaid expenses and other current assets
8.2

 
5.7

Deferred income taxes
13.3

 
17.0

Current portion of notes receivable from asset sales
101.4

 
10.0

Assets held for sale
32.5

 
51.9

Total current assets
963.4

 
656.8

Timber and timberlands
40.2

 
45.5

Property, plant and equipment, at cost
2,066.8

 
2,028.1

Accumulated depreciation
(1,314.6
)
 
(1,245.9
)
Net property, plant and equipment
752.2

 
782.2

Notes receivable from asset sales
432.2

 
523.5

Long-term investments
1.8

 
0.7

Restricted cash
11.9

 
12.9

Investments in and advances to affiliates
70.4

 
79.1

Intangible assets, net of amortization
0.8

 
1.4

Deferred debt costs
9.5

 
8.9

Other assets
27.0

 
24.9

Long-term deferred tax asset
4.0

 
4.0

Total assets
$
2,313.4

 
$
2,139.9

LIABILITIES AND EQUITY
 
 
 
Current portion of long-term debt
$
7.8

 
$
5.3

Current portion of limited recourse notes payable
97.9

 
7.9

Accounts payable and accrued liabilities
165.5

 
122.3

Current portion of contingency reserves
4.0

 
4.0

Total current liabilities
275.2

 
139.5

Long-term debt, excluding current portion
785.4

 
715.9

Contingency reserves, excluding current portion
16.1

 
17.2

Other long-term liabilities
140.7

 
160.4

Deferred income taxes
103.1

 
106.0

Stockholders’ equity:
 
 
 
Common stock
150.4

 
149.8

Additional paid-in capital
536.5

 
549.9

Retained earnings
664.5

 
681.8

Treasury stock
(256.7
)
 
(274.4
)
Accumulated comprehensive loss
(101.8
)
 
(106.2
)
Total stockholders’ equity
992.9

 
1,000.9

Total liabilities and stockholders’ equity
$
2,313.4

 
$
2,139.9

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

5



CONSOLIDATED STATEMENTS OF CASH FLOWS
LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES
(AMOUNTS IN MILLIONS) (UNAUDITED)
 
 
Quarter Ended September 30,
 
Nine Months Ended September 30,
 
2012
 
2011
 
2012
 
2011
CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

Net income (loss)
$
31.3

 
$
(65.6
)
 
$
(17.3
)
 
$
(123.9
)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

 

 

 

Depreciation and amortization
18.9

 
19.6

 
55.9

 
61.2

(Income) loss from unconsolidated affiliates
(2.0
)
 
6.0

 
2.6

 
16.7

Loss on sale or impairment of long-lived assets
4.3

 
65.0

 
4.5

 
73.0

Other operating credits and charges, net
1.2

 
(9.8
)
 
1.2

 
(11.2
)
Realized gain on sale of long-term investments

 
(15.2
)
 

 
(15.2
)
Stock-based compensation related to stock plans
1.8

 
1.6

 
6.4

 
6.4

Exchange (gain) loss on remeasurement
5.7

 
(3.8
)
 
4.8

 
(1.1
)
Early debt extinguishment

 

 
52.2

 

Cash settlement of contingencies
(0.4
)
 
(0.4
)
 
(1.6
)
 
(1.3
)
Cash settlements of warranties, net of accruals
(3.0
)
 
4.9

 
(6.9
)
 
5.2

Pension expense, net of cash payments
2.2

 
(10.4
)
 
6.3

 
(10.0
)
Non-cash interest expense, net
0.5

 
3.6

 
1.9

 
7.3

Other adjustments, net
(1.8
)
 
0.6

 
(0.7
)
 
4.2

(Increase) decrease in receivables
(3.3
)
 
2.5

 
(38.2
)
 
(22.2
)
(Increase) decrease in income tax receivable
0.5

 
9.6

 
(0.1
)
 
14.3

(Increase) decrease in inventories
(5.6
)
 
14.6

 
(41.6
)
 
(6.0
)
(Increase) decrease in prepaid expenses
0.6

 
(0.3
)
 
(2.4
)
 
(3.2
)
Increase in accounts payable and accrued liabilities
7.2

 
3.6

 
26.6

 
1.3

Increase (decrease) in deferred income taxes
7.7

 
(21.0
)
 
(4.8
)
 
(29.3
)
Net cash provided by (used in) operating activities
65.8

 
5.1

 
48.8

 
(33.8
)
CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

Property, plant and equipment additions
(9.3
)
 
(5.4
)
 
(16.1
)
 
(13.4
)
Receipt of proceeds (investments) in joint ventures
8.8

 
(1.5
)
 
6.6

 
(4.6
)
Proceeds from sales of assets

 
0.9

 
9.1

 
1.2

Proceeds from sale of investments

 
19.1

 

 
19.1

Decrease in restricted cash under letters of credit/credit facility

 
0.2

 
1.0

 
16.6

Net cash provided by (used in) investing activities
(0.5
)
 
13.3

 
0.6

 
18.9

CASH FLOWS FROM FINANCING ACTIVITIES:


 


 


 


Borrowings of long-term debt

 
10.0

 
350.0

 
10.0

Repayment of long-term debt
(0.2
)
 
(0.1
)
 
(242.3
)
 
(0.2
)
Short term borrowings, net of repayments

 
(4.5
)
 

 

Sale of common stock under equity plans
0.8

 

 
1.2

 

Redemption of non-controlling interest

 

 

 
(24.0
)
Payment of debt issuance fees

 

 
(6.3
)
 
(1.0
)
Net cash provided by (used in) financing activities
0.6

 
5.4

 
102.6

 
(15.2
)
EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS
(2.5
)
 
2.3

 
(1.5
)
 
0.9

Net increase (decrease) in cash and cash equivalents
63.4

 
26.1

 
150.5

 
(29.2
)
Cash and cash equivalents at beginning of period
427.1

 
334.0

 
340.0

 
389.3

Cash and cash equivalents at end of period
$
490.5

 
$
360.1

 
$
490.5

 
$
360.1

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

6




CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES
(AMOUNTS IN MILLIONS) (UNAUDITED)
 
 
Common Stock
 
Treasury Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Comprehensive
Loss
 
Total
Stockholders'
Equity
 
Shares
 
Amount
 
Shares
 
Amount
 
Balance, December 31, 2011
149.8

 
$
149.8

 
(12.7
)
 
$
(274.4
)
 
$
549.9

 
$
681.8

 
$
(106.2
)
 
$
1,000.9

Net loss

 

 

 

 

 
(17.3
)
 

 
(17.3
)
Issuance of shares for employee stock plans and stock-based compensation

 

 
0.6

 
17.7

 
(19.2
)
 

 

 
(1.5
)
Exercise of warrants
0.6

 
0.6

 

 

 
(0.6
)
 

 

 

Compensation expense associated with stock awards

 

 

 

 
6.4

 

 

 
6.4

Other comprehensive income

 

 

 

 

 

 
4.4

 
4.4

Balance, September 30, 2012
150.4

 
$
150.4

 
(12.1
)
 
$
(256.7
)
 
$
536.5

 
$
664.5

 
$
(101.8
)
 
$
992.9

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


7



NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – BASIS FOR PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments, except for other operating credits and charges, net referred to in Note 10) necessary to present fairly, in all material respects, the consolidated financial position, results of operations and cash flows of LP and its subsidiaries for the interim periods presented. Results of operations for interim periods are not necessarily indicative of results to be expected for an entire year. For those consolidated subsidiaries in which LP’s ownership interest is less than 100%, the outside shareholders’ interests are shown as non-controlling interest. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in LP’s Annual Report on Form 10-K for the year ended December 31, 2011.
NOTE 2 – STOCK-BASED COMPENSATION
At September 30, 2012, LP had stock-based employee compensation plans as described below. The total compensation expense related to all of LP’s stock-based compensation plans was $1.8 million for the quarter ended September 30, 2012 as compared to $1.6 million for the quarter ended September 30, 2011 and $6.4 million for the nine months ended September 30, 2012 and September 30, 2011.
Stock Compensation Plans
LP grants options to Purchase LP common stock and stock settled stock appreciation rights (SSARs) to key employees and directors. On exercise, LP generally issues shares from treasury to settle these awards. The options and SSARs are granted at market price at the date of grant. For employees, SSARs become exercisable ratably over a three year period and expire ten years after the date of grant. For directors, these options become exercisable in 10% increments every three months, starting three months after the date of grant, and expire ten years after the date of grant. At September 30, 2012, 3.0 million shares were available under the current stock award plans for stock-based awards.
The following table sets out the weighted average assumptions used to estimate the fair value of the options and SSARs granted using the Black-Scholes option-pricing model in the first nine months of the respective years noted:
 
 
2012
 
2011
Expected stock price volatility
63.6%
 
63.9%
Expected dividend yield
—%
 
—%
Risk-free interest rate
0.7%
 
2.1%
Expected life of options
5 years
 
5 years
Weighted average fair value of options and SSARs granted
$4.75
 
$5.62
The following table summarizes stock options and SSARs outstanding as of September 30, 2012, as well as activity during the nine month period then ended.

8



Share amounts in thousands
Options and
SSARs
 
Weighted Average
Exercise Price
 
Weighted
Average
Contractual
Term (in years)
 
Aggregate Intrinsic
Value (in millions)
Options / SSARs outstanding at January 1, 2012
8,315

 
$
12.78

 
 
 
 
SSARs granted
971

 
8.86

 
 
 
 
Options / SSARs exercised
(401
)
 
5.85

 
 
 
 
Options /SSARs canceled
(51
)
 
16.84

 
 
 
 
Options/SSARs outstanding at September 30, 2012
8,834

 
$
12.64

 
6.0

 
$
28.8

Vested and expected to vest at September 30, 2012
8,392

 

 

 
$
27.3

Options/SSARS exercisable at September 30, 2012
6,954

 
$
13.67

 

 
$
21.9

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between LP's closing stock price on the last trading day of the third quarter of 2012 and the exercise price, multiplied by the number of in-the-money options and SSARs) that would have been received by the holders had all holders exercised their awards on September 30, 2012. This amount changes based on the market value of LP's stock as reported by the New York Stock Exchange.
As of September 30, 2012, there was $4.7 million of total unrecognized compensation costs related to stock options and SSARs. These costs are expected to be recognized over a weighted-average period of 1.7 years. LP recorded compensation expense related to these awards in the first nine months of 2012 of $2.8 million.
Incentive Share Awards
LP has granted incentive share stock awards (restricted stock units) to certain key employees as allowed under the current stock award plans. The awards vest three years from date of grant. The awards entitle the participant to receive a specified number of shares of LP common stock at no cost to the participant. The market value of these grants approximates the fair value. LP recorded compensation expense related to these awards in the first nine months of 2012 of $2.2 million. As of September 30, 2012, there was $3.4 million of total unrecognized compensation cost related to unvested incentive share awards. This expense will be recognized over a weighted-average period of 1.4 years.
The following table summarizes incentive share awards outstanding as of September 30, 2012 as well as activity during the nine months then ended.
 
Shares
 
Weighted
Average
Contractual Term
(in years)
 
Aggregate
Intrinsic Value
(in millions)
Incentive share awards outstanding at January 1, 2012
1,112,868

 
 
 
 
Incentive share awards granted
329,426

 
 
 
 
Incentive share awards vested
(407,909
)
 
 
 
 
Incentive share awards canceled
(56,755
)
 
 
 
 
Incentive shares outstanding at September 30, 2012
977,630

 
1.4

 
$
12.2

Vested and expected to vest at September 30, 2012
928,749

 

 
$
11.6

Incentive share awards exercisable at September 30, 2012

 

 

Restricted Stock
LP grants restricted stock to certain senior employees. The shares vest three years from the date of grant. During the vesting period, the participants have voting rights and receive dividends, but the shares may not be sold, assigned, transferred, pledged or otherwise encumbered. Additionally, granted but unvested shares are forfeited upon termination of employment. The fair value of the restricted shares on the date of the grant is amortized ratably over

9



the vesting period which is generally three years. As of September 30, 2012, there was $2.5 million of total unrecognized compensation costs related to restricted stock. This expense will be recognized over the next 1.4 years.
The following table summarizes the restricted stock outstanding as of September 30, 2012 as well as activity during the nine months then ended.
 
Number of Shares
 
Weighted Average
Grant Date
Fair Value
Restricted stock awards outstanding at January 1, 2012
760,728

 
$
5.04

Restricted stock awards granted
202,009

 
8.85

Restrictions lapsed
(405,750
)
 
2.17

Restricted stock awards at September 30, 2012
556,987

 
$
8.51

LP recorded compensation expense related to these awards in the first nine months of 2012 of $1.2 million.
Through 2010, LP annually granted to each director restricted stock or restricted stock units. As of September 30, 2012, LP had 80,356 shares (or restricted stock units) outstanding under this program.
Performance share awards
In connection with Mr. Stevens' appointment to Chief Executive Officer on May 4, 2012, he was awarded 300,000 performance shares. This award was granted pursuant to the terms of LP's 1997 Incentive Stock Award Plan. If pre-determined market-based performance goals are met, shares of LP's stock will be issued to Mr. Stevens based upon a pre-determined vesting schedule based upon the required service periods. The fair market value of this award was determined based on the fair value as of the date of grant times the number of shares adjusted for the weighted probability of the attainment of certain performance goals. As of September 30, 2012, there was $1.2 million of total unrecognized compensation costs related to this award. This expense will be recognized over the next 3.6 years.
Phantom stock
Beginning in 2011, LP annually grants phantom stock units to its directors. The director does not receive rights of a shareholder, nor is any stock transfered. The units will be paid out in cash at the end of the five year vesting period. The value of one unit is based on the market value of one share of common stock on the vesting date. The cost of the grants is recognized over the vesting period and is included in stock-based compensation expense. As of September 30, 2012, LP had 75,816 shares outstanding under this program.
NOTE 3 – FAIR VALUE MEASUREMENTS
LP’s investments that are measured at fair value on a recurring basis are categorized below using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets. Level 2 refers to fair values estimated using significant other observable inputs and Level 3 includes fair values estimated using significant non-observable inputs.
The following table summarizes assets measured on a recurring basis for each of the three hierarchy levels presented below.

10



Dollar amounts in millions
September 30, 2012
 
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Available for sale securities
$
1.8

 
$

 
$

 
$
1.8

Trading securities
3.0

 
3.0

 

 

Total
$
4.8

 
$
3.0

 
$

 
$
1.8

Dollar amounts in millions
December 31, 2011
 
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Available for sale securities
$
0.7

 
$

 
$

 
$
0.7

Trading securities
2.7

 
2.7

 

 

Total
$
3.4

 
$
2.7

 
$

 
$
0.7

Due to the lack of observable market quotations on a portion of LP’s Auction Rate Securities (ARS) portfolio, LP evaluates the structure of its ARS holdings and current market estimates of fair value, including fair value estimates from issuing banks that rely exclusively on Level 3 inputs. These inputs include those that are based on expected cash flow streams and collateral values, including assessments of counterparty credit quality, default risk underlying the security, discount rates and overall capital market liquidity. The valuation of LP’s ARS investment portfolio is subject to uncertainties that are difficult to predict. Factors that may impact LP’s valuation include changes to credit ratings of the securities as well as to the underlying assets supporting those securities, rates of default of the underlying assets, underlying collateral value, discount rates, counterparty risk and ongoing strength and quality of market credit and liquidity.
Trading securities consist of rabbi trust financial assets which are recorded in other assets in LP’s consolidated balance sheets. The rabbi trust holds the assets on behalf of certain management employees who have elected to defer receipt of a portion of their compensation and contribute such amounts to one or more investment funds. The assets of the rabbi trust are invested in mutual funds and are reported at fair value based on active market quotations, which represent Level 1 inputs.
The following table summarizes changes in assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the periods ended September 30, 2011 and September 30, 2012.

11



Dollar amounts in millions
Available for
sale  securities
Balance at December 31, 2010
$
11.6

Sale of ARS
(15.0
)
Total realized/unrealized gains included:
 
Investment income
11.1

Other comprehensive income
(7.2
)
Balance at September 30, 2011
$
0.5

The amount of total losses for the period included in net loss attributable to the fair value of changes in assets still held at September 30, 2011
$

 
 
Balance at December 31, 2011
$
0.7

Total realized/unrealized gains included in other comprehensive income
1.1

Balance at September 30, 2012
$
1.8

The amount of total losses for the period included in net loss attributable to the fair value of changes in assets still held at September 30, 2012
$

Carrying amounts reported on the balance sheet for cash, cash equivalents, receivables and accounts payable approximate fair value due to the short-term maturity of these items.
During the third quarter of 2012, LP recognized an impairment charge of $4.4 million on an OSB mill in Quebec, Canada, based upon a change in the plan of sale of various assets held for sale to reduce their carrying value to the estimated selling price less selling costs. The valuation of these assets was determined using level two inputs under the market approach.
During the third quarter of 2011, LP determined that an impairment review was required of its LSL facility located in Houlton, Maine due to continued operating losses which were driven by the significant reductions in current and forecasted housing starts. As a result of this review, LP recognized a pre-tax, non-cash impairment charge of $62.0 million in the third quarter of 2011. The estimated fair value of long-lived assets was calculated based on the income approach using the discounted probability of weighted cash flows taking into account current expectations for asset utilization, housing starts and the remaining useful life of related assets. In addition, liquidation values were considered where appropriate, as well as indicated values from divestiture activities. These assets are included in LP's property plant and equipment (long-lived assets) which are held and used.
Additionally during the third quarter of 2011, LP recorded an impairment charge of $2.4 million on various assets held for sale to reduce their carrying value to the estimated selling price less selling costs. The valuation of these assets was determined using level two inputs under the market approach. Also, LP recorded an impairment charge of $0.5 million on assets no longer used.
For the nine months ended September 30, 2011, in addition to the impairments noted above, LP recorded an impairment charge of $3.6 million to reduce the carrying value of assets held for sale to the estimated selling prices less selling costs. The valuation of these assets was determined using level two inputs under the market approach. Also, LP recorded an impairment charge of $4.4 million on assets no longer used.
NOTE 4 – EARNINGS PER SHARE
Basic earnings per share are based on the weighted-average number of shares of common stock outstanding. Diluted earnings per share are based upon the weighted-average number of shares of common stock outstanding plus all potentially dilutive securities that were assumed to be converted into common shares at the beginning of the period under the treasury stock method. This method requires that the effect of potentially dilutive common stock equivalents (employee and director stock options, stock settled stock appreciation rights, incentive shares and warrants) be excluded from the calculation of diluted earnings per share for the periods in which LP recognizes losses from continuing operations or at such time that the exercise prices of such awards are in excess of the

12



weighted average market price of LP's common stock during these periods because the effect is anti-dilutive. Performance share awards are included in the calculation of earnings per share using the contingently issuable method. The following table sets forth the computation of basic and diluted earnings per share:
Dollar and share amounts in millions, except per
share amounts
Quarter Ended September 30,
 
Nine Months Ended September 30,
2012
 
2011
 
2012
 
2011
Numerator:
 
 
 
 
 
 
 
Income (loss) attributed to LP common shares:
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
31.4

 
$
(59.3
)
 
$
(17.0
)
 
$
(115.3
)
Loss from discontinued operations
(0.1
)
 
(6.3
)
 
(0.3
)
 
(8.8
)
Net income (loss)
$
31.3

 
$
(65.6
)
 
$
(17.3
)
 
$
(124.1
)
Denominator:
 
 
 
 
 
 
 
Basic - weighted average common shares outstanding
137.1

 
134.5

 
136.9

 
132.4

Dilutive effect of stock warrants
3.0

 

 

 

Dilutive effect of stock plans
2.5

 

 

 

Diluted shares outstanding
142.6

 
134.5

 
136.9

 
132.4

Basic earnings per share:
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
0.23

 
$
(0.44
)
 
$
(0.13
)
 
$
(0.87
)
Loss from discontinued operations

 
(0.05
)
 

 
(0.07
)
Net income (loss) per share
$
0.23

 
$
(0.49
)
 
$
(0.13
)
 
$
(0.94
)
Diluted earnings per share:
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
0.22

 
$
(0.44
)
 
$
(0.13
)
 
$
(0.87
)
Loss from discontinued operations

 
(0.05
)
 

 
(0.07
)
Net income (loss) per share
$
0.22

 
$
(0.49
)
 
$
(0.13
)
 
$
(0.94
)
For the quarter ended September 30, 2012, stock options and SSARs related to approximately 4.4 million shares of LP common stock were considered not in-the-money for purposes of LP's earnings per share calculation. For the nine months ended September 30, 2012, stock options, stock warrants and SSARs relating to approximately 11.1 million shares of LP common stock were considered anti-dilutive for purposes of LP’s earnings per share calculation due to LP’s loss position from continuing operations. For the quarter and nine months ended September 30, 2011, stock options, stock warrants and SSARs relating to approximately 5.9 million and 7.3 million shares of LP common stock were considered anti-dilutive for purposes of LP’s earnings per share calculation due to LP’s loss position from continuing operations.
NOTE 5 – RECEIVABLES
Receivables consist of the following:
Dollar amounts in millions
September 30, 2012
 
December 31, 2011
Trade receivables
$
93.7

 
$
55.9

Interest receivables
3.7

 
1.2

Other receivables
8.4

 
9.1

Allowance of doubtful accounts
(1.2
)
 
(1.1
)
Total
$
104.6

 
$
65.1

Other receivables at September 30, 2012 and December 31, 2011 primarily consist of settlements, Canadian sales tax receivables, receivables from joint ventures and other items.


13



NOTE 6 – INVENTORIES
Inventories are valued at the lower of cost or market. Inventory cost includes materials, labor and operating overhead. The major types of inventories are as follows (work in process is not material):
Dollar amounts in millions
September 30, 2012
 
December 31, 2011
Logs
$
27.7

 
$
26.5

Other raw materials
21.6

 
18.6

Finished products
148.0

 
109.6

Supplies
12.6

 
9.5

LIFO reserve
(0.6
)
 
(0.6
)
Total
$
209.3

 
$
163.6

NOTE 7 – ASSETS HELD FOR SALE
Over the last several years, LP has adopted and implemented plans to sell selected assets in order to improve its operating results. LP is required to classify assets held for sale which are not part of a discontinued business separately on the face of the financial statements outside of “Property, plant and equipment.” As of September 30, 2012 and December 31, 2011, LP included two OSB mills and various assets at a third OSB mill, as well as various non-operating sites, in its held for sale category. During the third quarter of 2012, LP recognized an impairment charge of $4.4 million on an OSB mill in Quebec, Canada, based upon a change in the plan of sale of various assets held for sale to reduce their carrying value to the estimated selling price less selling costs. See Note 3 for discussion of impairments recorded on these assets to reduce carrying value to sales prices less estimated selling costs. The current book values of assets held for sale by category is as follows:
Dollars in millions
September 30, 2012
 
December 31, 2011
Property, plant and equipment, at cost:
 
 
 
Land, land improvements and logging roads, net of road amortization
$
10.0

 
$
13.1

Buildings
15.7

 
22.9

Machinery and equipment
142.2

 
178.3

 
167.9

 
214.3

Accumulated depreciation
(135.4
)
 
(162.4
)
Net property, plant and equipment
$
32.5

 
$
51.9

During the first quarter of 2012, LP sold two non-operating properties for cash proceeds of $8.5 million.
NOTE 8 – INCOME TAXES
Accounting standards state that companies account for income taxes using the asset and liability approach, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. This method also requires the recognition of future tax benefits, such as net operating loss carryforwards and other tax credits. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. Valuation allowances are recorded as necessary to reduce deferred tax assets to the amount thereof that is more likely than not to be realized. The likelihood of realizing deferred tax assets is evaluated by, among other things, estimating future taxable income only to the extent of its reversal of existing deferred tax liabilities to which the deferred tax assets may be applied and assessing the impact of tax planning strategies.
For interim periods, accounting standards require that income tax expense be determined by applying the estimated annual effective income tax rate to year-to-date results unless this method does not result in a reliable estimate of year-to-date income tax expense. For the third quarter and first nine months of 2012, LP determined its tax provision using the discrete or cut-off method, which allows for the application to year-to-date results of the effective income tax rate that would actually apply to such results (rather than an estimated effective annual income tax rate which

14



was used for the third quarter and first nine months of 2011). This approach is appropriate where a small change in a Company's estimated income could produce a large change in the estimated annual effective tax rate. Each quarter the income tax accrual is adjusted to the latest estimate and the difference from the previously accrued year-to-date balance is adjusted to the current quarter.
For the first nine months of 2012, the primary differences between the U.S. statutory rate of 35% and the effective rate applicable to LP’s continuing operations relate to the effect of foreign tax rates, increases in valuation allowances attributed to net operating loss carryforwards in various jurisdictions and increase in LP's reserves for uncertain tax positions. For the first nine months of 2011, the primary differences between the U.S. statutory rate of 35% and the effective rate applicable to LP’s continuing operations relate to state income taxes, the effect of foreign tax rates and increases in valuation allowances attributed to net operating loss carryforwards in various jurisdictions.
The income tax components and associated effective income tax rates for the nine months ended September 30, 2012 and 2011 are as follows:
 
Quarter Ended September 30,
 
2012
 
2011
Dollars in millions
Tax Benefit
 
Tax Rate
 
Tax Benefit
 
Tax Rate
Continuing operations
$
7.9

 
20
%
 
$
(20.9
)
 
26
%
Discontinued operations
(0.1
)
 
35
%
 
(4.0
)
 
39
%
 
$
7.8

 
20
%
 
$
(24.9
)
 
28
%
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30,
 
2012
 
2011
 
Tax Benefit
 
Tax Rate
 
Tax Benefit
 
Tax Rate
Continuing operations
$
(4.4
)
 
21
%
 
$
(36.1
)
 
24
%
Discontinued operations
(0.2
)
 
35
%
 
(5.6
)
 
39
%
 
$
(4.6
)
 
21
%
 
$
(41.7
)
 
25
%
LP and its domestic subsidiaries are subject to U.S. federal income tax as well as income taxes of multiple state jurisdictions. LP’s foreign subsidiaries are subject to income tax in Canada, Chile, Peru and Brazil. As of September 30, 2012, the U.S. Internal Revenue Service (IRS) was in the process of auditing tax years 2007 through 2009. All U.S. federal audits of prior years have been completed. LP remains subject to state and local tax examinations for the tax years 2005 through 2011. Canadian federal income tax returns have been audited and effectively settled through 2004, and no examinations are currently in progress. Years subsequent to 2004, with the exception of 2006 and 2007, remain subject to examination. Quebec provincial audits have been effectively settled through 2007, and an audit of years 2008 through 2010 is currently in progress. As of September 30, 2012, the Chilean Tax Office was in process of auditing tax years 2008 through 2010.
In connection with the IRS audit of tax years 2007 through 2009 described above, the IRS has proposed an assessment based upon the disallowance of certain accelerated depreciation positions taken by LP. LP disagrees with the assessment and, based on its views of the merits of its positions, believes that no accrual is required at this time. However, if the IRS were to fully prevail on the matter, LP would be required to make a cash payment of $17.5 million plus interest, and would recover a comparable amount of the tax benefit in future years through additional depreciation deductions.
LP periodically reviews the need for valuation allowances against deferred tax assets and recognizes these deferred tax assets to the extent that the realization is more likely than not. Based upon review of earnings history and trends, tax planning strategies already implemented, reversal of deferred tax liabilities and the relevant expiration of carry forwards, LP believes that the valuation allowances provided are appropriate. If LP were to determine that it would not be able to realize a portion of an existing net deferred tax asset in excess of an existing valuation allowance, an adjustment to the net deferred tax asset would be charged to earnings in the period in which such determination was

15



made. Conversely, if it were to make a determination that it is more likely than not that an existing deferred tax asset for which there is currently a valuation allowance would be realized, the related valuation allowance would be reduced and a benefit to earnings would be recorded in the period in which such determination was made.
NOTE 9 – LONG-TERM DEBT
LP’s long-term debt consists of the following:
 
Dollars in millions
September 30, 2012
 
December 31, 2011
Debentures:
 
 
 
Senior secured notes, maturing 2017
$

 
$
189.6

Senior notes, maturing 2020
350.0

 

Bank credit facilities:
 
 
 
Chilean term credit facility, maturing 2019, denominated in UF
42.2

 
40.5

Brazilian export financing facility, maturing 2017
10.0

 
10.0

Limited recourse notes payable:
 
 
 
Senior notes, payable 2012
7.9

 
7.9

Senior notes, payable 2013 - 2018
112.0

 
112.0

Other financing
 
 
 
Non-recourse notes, payable 2018
368.7

 
368.7

Other
0.3

 
0.4

Total
891.1

 
729.1

Less: current portion
(105.7
)
 
(13.2
)
Net long-term portion
$
785.4

 
$
715.9

LP issued $47.9 million ($7.9 million outstanding as of September 30, 2012) of senior notes in 1997 in a private placement to institutional investors. At September 30, 2012, the remaining notes were secured by $9.9 million in secured notes receivable from Sierra Pacific Industries. Both the notes payable and the notes receivable were paid in full at maturity subsequent to September 30, 2012.
LP issued $348.6 million ($112.0 million remaining outstanding as of September 30, 2012) of senior notes in 1998 in a private placement to institutional investors. The remaining notes mature in principal amounts of $90.0 million in 2013 and $22.0 million in 2018. The remaining notes are secured by $113.7 million of secured notes receivable from Green Diamond Resource Company (Green Diamond). Pursuant to the terms of the notes payable, in the event of a default by Green Diamond, LP would be liable to pay only 10% of the indebtedness represented by the notes payable.
LP issued $368.7 million of senior notes in 2003 in a private placement to unrelated third parties. The senior notes mature in 2018 and are supported by a bank letter of credit. LP’s reimbursement obligations under the letter of credit are secured by $410.0 million in notes receivable from asset sales. In general, the creditors under this arrangement have no recourse to LP’s assets, other than the notes receivable. However, under certain circumstances, LP may be liable for certain liabilities (including liabilities associated with the marketing or remarketing of the senior debt and reimbursement obligations, which are fully cash collateralized under the letter of credit supporting the notes payable) in an amount not to exceed 10% of the aggregate principal amount of the notes receivable.
In December 2009, LP entered into a term loan agreement with a Chilean bank. This loan is denominated in UF (inflation adjusted Chilean pesos) and is secured by substantially all of the property owned by LP Chile SA. The loan will be repaid in 16 equal semi-annual payments beginning in June 2012 and ending December 2019. As of September 30, 2012, $2.7 million in principal payments have been made on this loan. Any additional increases or decreases in the loan balance shown are related to changes in the underlying foreign currency exchange rates or required inflation adjustments.

16



In August 2011, LP entered into a export financing loan agreement with a Brazilian bank pursuant to which it borrowed $10.0 million. This loan will be repaid in 10 equal semi-annual payments beginning in January 2013 and ending July 2017.
In May 2012, LP issued $350.0 million of 7.5% Senior Notes due 2020. LP used a portion of the proceeds to fully retire the remaining balance outstanding on the Senior Secured Notes due in 2017. In connection with this repurchase, LP recorded a loss on early debt extinguishment of $52.2 million which included $4.5 million associated with the unamortized financing costs associated with the Senior Secured Notes.
Obligations under the indenture governing LP's Senior Notes due 2020 are unsecured and not presently guaranteed by any of its subsidiaries. The indenture contains customary covenants applicable to LP and its subsidiaries, other than certain unrestricted subsidiaries, including restrictions on actions and activities that are restricted under the credit facility. The indenture also contains customary events of default, the occurrence of which could result in acceleration of LP's obligations to repay the indebtedness outstanding thereunder.
LP estimates the Senior Notes maturing in 2020 to have a fair value of $389.8 million at September 30, 2012 based upon market quotations.
Additional descriptions of LP’s indebtedness are included in consolidated financial statements and the notes thereto included in LP’s Annual Report on Form 10-K for the year ended December 31, 2011.
NOTE 10 – OTHER OPERATING CREDITS AND CHARGES, NET
The major components of “Other operating credits and charges, net” in the Consolidated Statements of Income for the third quarter and nine months ended September 30, 2012 and September 30, 2011 are reflected in the table below and are described in the paragraphs following the table:
 
Quarter Ended September 30,
 
Nine Months Ended September 30,
Dollar amounts in millions
2012
 
2011
 
2012
 
2011
Severance
$
(0.2
)
 
$
(0.4
)
 
$
(0.7
)
 
$
(0.4
)
Construction related legal reserve

 
(0.5
)
 
0.5

 
(0.5
)
Addition to environmental reserves

 

 

 
(0.9
)
Addition to warranty reserves
(1.0
)
 

 
(1.0
)
 

Reduction to product related contingency reserves

 
10.7

 

 
10.7

Timber related reserves

 

 

 
1.5

Settlement of legal claim

 

 

 
0.8

 
$
(1.2
)
 
$
9.8

 
$
(1.2
)
 
$
11.2

During the third quarter of 2012, LP recorded a loss of $1.0 million related to an increase in product related warranty reserves associated with Canexel products sold in Europe in prior years.
LP recorded losses of $0.2 million and $0.7 million during the third quarter and first nine months of 2012 associated with severance related to an indefinitely curtailed OSB mill in British Columbia.
During the third quarter and first nine months of 2011 LP recorded a loss of $0.4 million associated with severance related to an indefinitely curtailed OSB mill in British Columbia, Canada as well as a reversal of a $0.5 million loss associated with an assessment in connection with one of its indefinitely curtailed OSB mills.
During the third quarter of 2011, LP recorded a gain of $10.7 million related to a reduction in product related contingency reserves associated with the National hardboard class action settlement.
During the first nine months of 2011, LP recorded a gain of $1.5 million related to reductions in reforestation liabilities associated with LP's Canadian timber obligations, and an increase of $0.9 million in environmental reserves associated with a facility currently held for sale and a gain of $0.8 million related to an action against a previous claims inspector associated with LP’s hardboard class action for various states.


17



NOTE 11 – TRANSACTIONS WITH AFFILIATES
LP has equity investments in AbitibiBowater-LP (a manufacturer of I-joist) and Canfor-LP ( a manufacturer of OSB). LP sells products and raw materials to AbitibiBowater-LP and purchases products for resale from AbitibiBowater-LP and Canfor-LP. LP eliminates profits on these sales and purchases, to the extent the inventory has not been sold through to third parties, on the basis of its 50% interest. For the quarters ended September 30, 2012 and 2011, LP sold $2.6 million and $1.5 million of products to AbitibiBowater-LP and purchased $11.3 million and $9.6 million of I-joist from AbitibiBowater-LP. LP also purchased $42.6 million and $19.3 million of OSB from Canfor-LP during the quarters ended September 30, 2012 and 2011. For the nine month period ended September 30, 2012 and 2011, LP sold $6.3 million and $4.4 million of products to AbitibiBowater-LP and purchased $29.7 million and $26.4 million of I-joist from AbitibiBowater-LP. LP also purchased $101.9 million and $65.8 million of OSB from Canfor-LP during the nine month period ended September 30, 2012 and 2011.
Included in LP’s Consolidated Balance Sheets at September 30, 2012 and December 31, 2011 are $3.3 million and $0.5 million in accounts receivable from these affiliates and $7.7 million and $2.3 million in accounts payable to these affiliates.
NOTE 12 – LEGAL AND ENVIRONMENTAL MATTERS
Certain environmental matters and legal proceedings are discussed below.
Environmental Matters
LP maintains a reserve for undiscounted estimated environmental loss contingencies. This reserve is primarily for estimated future costs of remediation of hazardous or toxic substances at numerous sites currently or previously owned by the Company. LP's estimates of its environmental loss contingencies are based on various assumptions and judgments, the specific nature of which varies in light of the particular facts and circumstances surrounding each environmental loss contingency. These estimates typically reflect assumptions and judgments as to the probable nature, magnitude and timing of required investigation, remediation and/or monitoring activities and the probable cost of these activities, and in some cases reflect assumptions and judgments as to the obligation or willingness and ability of third parties to bear a proportionate or allocated share of the cost of these activities. Due to the numerous uncertainties and variables associated with these assumptions and judgments, and the effects of changes in governmental regulation and environmental technologies, both the precision and reliability of the resulting estimates of the related contingencies are subject to substantial uncertainties. LP regularly monitors its estimated exposure to environmental loss contingencies and, as additional information becomes known, may change its estimates significantly.
Other Proceedings
LP and its subsidiaries are parties to other legal proceedings. Based on the information currently available, management believes that the resolution of such proceedings will not have a material adverse effect on the financial position, results of operations, cash flows or liquidity of LP.

NOTE 13 – SELECTED SEGMENT DATA
LP operates in four segments: Oriented Strand Board (OSB), Siding, Engineered Wood Products (EWP) and South America. LP’s business units have been aggregated into these four segments based upon the similarity of economic characteristics, customers and distribution methods. LP’s results of operations are summarized below for each of these segments separately as well as for the “other” category which comprises other products that are not individually significant. Segment information was prepared in accordance with the same accounting principles as those described in Note 1 of the Notes to the financial statements included in LP’s Annual Report on Form 10-K for the year ended December 31, 2011.

18



 
Quarter Ended September 30,
 
Nine Months Ended September 30,
Dollar amounts in millions
2012
 
2011
 
2012
 
2011
Net sales:
 
 
 
 
 
 
 
OSB
$
226.6

 
$
138.8

 
$
571.0

 
$
411.4

Siding
134.1

 
112.0

 
384.2

 
336.6

Engineered Wood Products
61.5

 
54.9

 
161.8

 
156.9

South America
42.0


36.3


127.1


111.1

Other
9.1

 
9.5

 
29.9

 
30.4

Intersegment sales
(5.5
)
 
(0.9
)
 
(16.9
)
 
(1.7
)
 
$
467.8

 
$
350.6

 
$
1,257.1

 
$
1,044.7

Operating profit (loss):
 
 
 
 
 
 
 
OSB
$
49.3

 
$
(16.0
)
 
$
66.0

 
$
(48.0
)
Siding
20.3

 
11.8

 
56.4

 
35.9

Engineered Wood Products
(3.0
)
 
(3.2
)
 
(9.3
)
 
(11.9
)
South America
4.5


2.3


11.2


10.1

Other
(2.0
)
 
(3.2
)
 
(4.5
)
 
(5.9
)
Other operating credits and charges, net
(1.2
)
 
9.8

 
(1.2
)
 
11.2

Loss on sale or impairment of long-lived assets
(4.3
)
 
(65.0
)
 
(4.5
)
 
(73.0
)
General corporate and other expenses, net
(18.1
)
 
(15.2
)
 
(56.3
)
 
(49.6
)
Foreign currency gains (losses)
0.4

 
(4.0
)
 
(2.3
)
 
(1.6
)
Early extinguishment of debt

 

 
(52.2
)
 

Investment income
4.1

 
16.7

 
11.7

 
24.2

Interest expense, net of capitalized interest
(10.7
)
 
(14.2
)
 
(36.4
)
 
(42.6
)
Income (loss) from continuing operations before taxes
39.3

 
(80.2
)
 
(21.4
)
 
(151.2
)
Provision (benefit) for income taxes
7.9

 
(20.9
)
 
(4.4
)
 
(36.1
)
Income (loss) from continuing operations
$
31.4

 
$
(59.3
)
 
$
(17.0
)
 
$
(115.1
)
NOTE 14 – POTENTIAL IMPAIRMENTS
LP continues to review certain operations and investments for potential impairments. LP’s management currently believes it has adequate support for the carrying value of each of these operations and investments based upon the anticipated cash flows that result from estimates of future demand, pricing and production costs assuming certain levels of planned capital expenditures. As of September 30, 2012, the undiscounted cash flows for the facilities indefinitely curtailed support the conclusion that no impairment is necessary for those facilities. As of September 30, 2012, the fair value of facilities that have not been indefinitely curtailed are substantially in excess of its carrying value and supports the conclusion that no impairment is necessary for those facilities. However, if demand and pricing for the relevant products continues at levels significantly below cycle average demand and pricing, or should LP decide to invest capital in alternative projects, it is possible that impairment charges will be required. See discussion in Note 3 Fair Value Measurements for impairment charges recorded in the periods presented.
LP also reviews from time to time possible dispositions of various assets in light of current and anticipated economic and industry conditions, its strategic plan and other relevant circumstances. Because a determination to dispose of particular assets can require management to make assumptions regarding the transaction structure of the disposition and to estimate the net sales proceeds, which may be less than previous estimates of undiscounted future net cash flows, LP may be required to record impairment charges in connection with decisions to dispose of assets.
NOTE 15 – CONTINGENCY RESERVES
LP maintains reserves for various contingent liabilities as follows: 

19



Dollar amounts in millions
September 30, 2012
 
December 31, 2011
Environmental reserves
$
14.3

 
$
15.0

Hardboard siding reserves
5.8

 
6.2

Total contingency reserves
20.1

 
21.2

Current portion of contingency reserves
(4.0
)
 
(4.0
)
Long-term portion of contingency reserves
$
16.1

 
$
17.2

Hardboard Siding Reserves
LP has established reserves relating to certain liabilities associated with a settlement agreement resulting from a nationwide class action lawsuit involving hardboard siding manufactured or sold by corporations acquired by LP in 1999 and installed prior to May 15, 2000 which was approved by the applicable courts in 2000. This settlement is discussed in greater detail in the Notes to the financial statements included in LP’s Annual Report on Form 10-K for the year ended December 31, 2011. LP believes that the reserve balance for this settlement at September 30, 2012 will be adequate to cover future payments to claimants and related administrative costs.
The activity in the portion of LP's loss contingency reserves relating to hardboard siding contingencies for the first nine months of 2012 and 2011 are summarized in the following table.
Dollar amounts in millions
September 30, 2012
 
September 30, 2011
Beginning balance, December 31,
$
6.2

 
$
17.8

Reversal of reserves

 
(10.7
)
Payments made for claims
(0.3
)
 
(0.4
)
Payments made for administrative costs
(0.1
)
 
(0.3
)
Ending balance
$
5.8

 
$
6.4

LP believes that the reserve balance at September 30, 2012 will be adequate to cover future payments to claimants and related administrative costs.
During the third quarter of 2011, LP decreased its reserves in connection with this settlement due to reductions in claims activity.
NOTE 16 – DEFINED BENEFIT PENSION PLANS
The following table sets forth the net periodic pension cost for LP’s defined benefit pension plans during the quarter ended September 30, 2012 and 2011. The net periodic pension cost included the following components:  
 
Quarter Ended September 30,
 
Nine Months Ended September 30,
Dollar amounts in millions
2012
 
2011
 
2012
 
2011
Service cost
$
0.9

 
$
0.8

 
$
2.7

 
$
2.4

Interest cost
3.7

 
4.0

 
11.0

 
12.0

Expected return on plan assets
(4.3
)
 
(4.5
)
 
(12.7
)
 
(13.5
)
Amortization of prior service cost
0.1

 
0.1

 
0.2

 
0.3

Amortization of net loss
1.7

 
1.1

 
5.0

 
3.3

Net periodic pension cost
$
2.1

 
$
1.5

 
$
6.2

 
$
4.5

During the nine months ended September 30, 2012 and 2011, LP recognized $6.2 million and $4.5 million of pension expense for all of LP’s defined benefit pension plans.
During the nine months ended September 30, 2012, LP made $1.7 million in pension contributions for LP’s Canadian defined benefit plans. LP presently anticipates making approximately $0.5 million in additional pension contributions for the plans during the remainder of 2012. During the nine months ended September 30, 2011, LP made $11.0 million in pension contributions for LP’s defined benefit plans.

20



NOTE 17 – GUARANTEES AND INDEMNIFICATIONS
LP is a party to contracts in which LP agrees to indemnify third parties for certain liabilities that arise out of or relate to the subject matter of the contract. In some cases, this indemnity extends to liabilities arising out of the negligence of the indemnified parties, but usually excludes any liabilities caused by gross negligence or willful misconduct of the indemnified parties. LP cannot estimate the potential amount of future payments under these agreements until events arise that would trigger the liability. See Note 21 of the Notes to the financial statements included in LP’s Annual Report on Form 10-K for the year ended December 31, 2011 for further discussion of LP’s guarantees and indemnifications.
During the first nine months of 2011, LP provided a guarantee on behalf of one of its joint ventures to the joint venture bank lender of $3.4 million. Subsequent to the end of the third quarter, LP agreed to contribute $3.0 million to this joint venture and the guarantee amount was reduced to $2.2 million.
Additionally, LP provides warranties on the sale of most of its products and records an accrual for estimated future claims. Such accruals are based upon historical experience and management’s estimate of the level of future claims. The activity in warranty reserves for the first nine months of 2012 and 2011 are summarized in the following table:
 
Quarter Ended September 30,
 
Nine Months Ended September 30,
Dollar amounts in millions
2012
 
2011
 
2012
 
2011
Beginning balance
$
26.5

 
$
30.6

 
$
30.3

 
$
29.5

Accrued to expense
1.4

 
9.8

 
1.9

 
14.7

Payments made
(4.5
)
 
(5.2
)
 
(8.8
)
 
(9.0
)
Total warranty reserves
23.4

 
35.2

 
23.4

 
35.2

Current portion of warranty reserves
(12.0
)
 
(12.0
)
 
(12.0
)
 
(12.0
)
Long-term portion of warranty reserves
$
11.4

 
$
23.2

 
$
11.4

 
$
23.2

The current portion of the warranty reserve is included in the caption “Accounts payable and accrued liabilities” and the long-term portion is included in the caption “Other long-term liabilities” on LP’s Condensed Consolidated Balance Sheets.
During the third quarter of 2012, LP recorded a loss of $1.0 million related to an increase in product related warranty reserves associated with Canexel products sold in Europe in prior years.
During the third quarter of 2011, LP increased the warranty reserves related to discontinued composite decking products by $8.2 million which was a further increase from the $3.8 million recorded in the second quarter of 2011. The additional reserves reflect revised estimates of future claim payments based upon an increase in decking warranty claims and associated costs related to a specific operation and specific time period.
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
GENERAL
Our products are used primarily in new home construction, repair and remodeling, and manufactured housing. We also market and sell our products in light industrial and commercial construction and we have a modest export business. Our manufacturing facilities are primarily located in the U.S. and Canada, but we also operate two facilities in Chile and one facility in Brazil.
To serve our markets, we operate in four segments: Oriented Strand Board (OSB), Siding, Engineered Wood Products (EWP) and South America.
Demand for our products correlates to a significant degree to the level of residential construction activity in North America, which historically has been characterized by significant cyclicality for the third quarter of 2012. The U.S. Department of Census reported that actual single and multi-family housing starts were 28% higher than for the third quarter of 2011 and 27% higher for the first nine months of 2012 than for the first nine months of 2011. While building activity has improved, it is unlikely to return to “normal” levels until pending foreclosure activity subsides, employment grows, access to credit for home buyers improves and housing prices stabilize further.

21



OSB is sold as a commodity for which sales prices fluctuate daily based on market factors over which we have little or no control. We cannot predict whether the prices of our OSB products will remain at current levels or increase or decrease in the future. OSB prices (NC 7/16"), as reported by Random Lengths, were 70% higher for the third quarter of 2012 than for the same period in 2011 and 35% higher for the first nine months than for the same period in 2011.
For additional factors affecting our results, refer to the Management Discussion and Analysis overview contained in our Annual Report on Form 10-K for the year ended December 31, 2011 and to “About Forward-Looking Statements” and “Risk Factors” in this report.
CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES
Presented in Note 1 of the Notes to the financial statements included in LP’s Annual Report on Form 10-K for the year ended December 31, 2011 is a discussion of our significant accounting policies and significant accounting estimates and judgments. Throughout the preparation of the financial statements, we employ significant judgments in the application of accounting principles and methods. These judgments are primarily related to the assumptions used to arrive at various estimates. For the third quarter of 2012, these significant accounting estimates and judgments include:
Legal Contingencies. Our estimates of loss contingencies for legal proceedings are based on various judgments and assumptions regarding the potential resolution or disposition of the underlying claims and associated costs. In making judgments and assumptions regarding legal contingencies for ongoing class action settlements, we consider, among other things, discernible trends in the rate of claims asserted and related damage estimates and information obtained through consultation with statisticians and economists, including statistical analysis of potential outcomes based on experience to date and the experience of third parties who have been subject to product-related claims judged to be comparable. Due to the numerous variables associated with these judgments and assumptions, both the precision and reliability of the resulting estimates of the related loss contingencies are subject to substantial uncertainties. We regularly monitor our estimated exposure to these contingencies and, as additional information becomes known, may change our estimates significantly.
Environmental Contingencies. Our estimates of loss contingencies for environmental matters are based on various judgments and assumptions. These estimates typically reflect judgments and assumptions relating to the probable nature, magnitude and timing of required investigation, remediation and/or monitoring activities and the probable cost of these activities, and in some cases reflect judgments and assumptions relating to the obligation or willingness and ability of third parties to bear a proportionate or allocated share of the cost of these activities, including third parties who purchased assets from us subject to environmental liabilities. We consider the ability of third parties to pay their apportioned cost when developing our estimates. In making these judgments and assumptions related to the development of our loss contingencies, we consider, among other things, the activity to date at particular sites, information obtained through consultation with applicable regulatory authorities and third-party consultants and contractors and our historical experience at other sites that are judged to be comparable. Due to the numerous variables associated with these judgments and assumptions, and the effects of changes in governmental regulation and environmental technologies, both the precision and reliability of the resulting estimates of the related contingencies are subject to substantial uncertainties. We regularly monitor our estimated exposure to environmental loss contingencies and, as additional information becomes known, may change our estimates significantly. At September 30, 2012, we excluded from our estimates approximately $1.8 million of potential environmental liabilities that we estimate will be allocated to third parties pursuant to existing and anticipated future cost sharing arrangements.
Impairment of Long-Lived Assets. We review the long-lived assets held and used by us (primarily property, plant and equipment and timber and timberlands) for impairment when events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. We consider the necessity of undertaking such a review at least quarterly, and also when certain events or changes in circumstances occur. Events and changes in circumstances that may necessitate such a review include, but are not limited to: a significant decrease in the market price of a long-lived asset or group of long-lived assets; a significant adverse change in the extent or manner in which a long-lived asset or group of long-lived assets is being used or in its physical condition; a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset or group of long-lived assets, including an adverse action or assessment by a regulator; an accumulation of costs significantly in excess of the

22



amount originally expected for the acquisition or construction of a long-lived asset or group of long-lived assets; current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or group of long-lived assets; and current expectation that, more likely than not, a long-lived asset or group of long-lived assets will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. Identifying these events and changes in circumstances, and assessing their impact on the appropriate valuation of the affected assets under accounting principles generally accepted in the U.S., requires us to make judgments, assumptions and estimates.
In general, for assets held and used in our operations, impairments are recognized when the carrying amount of the long-lived asset or groups of long-lived assets is not recoverable and exceeds the fair value of the asset or group of assets. The carrying amount of a long-lived asset or groups of long-lived assets is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the assets or group of assets. The key assumptions in estimating these cash flows relate to future production volumes, pricing of commodity or specialty products and future estimates of expenses to be incurred as reflected in our long-range internal planning models. Our assumptions regarding pricing are based upon the average pricing over the commodity cycle (generally five years) due to the inherent volatility of commodity product pricing, and reflect our assessment of information gathered from industry research firms, research reports published by investment analysts and other published forecasts. Our assumptions regarding expenses reflect our expectation that we will continue to reduce production costs to offset inflationary impacts.
When impairment is indicated for assets held and used in our operations, the book values of the affected assets are written down to their estimated fair value, which is generally based upon discounted future cash flows associated with the affected assets. When impairment is indicated for assets to be disposed of, the book values of the affected assets are written down to their estimated fair value, less estimated selling costs. Consequently, a determination to dispose of particular assets can require us to estimate the net sales proceeds expected to be realized upon such disposition, which may be less than the estimated undiscounted future net cash flows associated with such assets prior to such determination, and thus require an impairment charge. In situations where we have experience in selling assets of a similar nature, we may estimate net sales proceeds on the basis of that experience. In other situations, we hire independent appraisers to estimate net sales proceeds.
Due to the numerous variables associated with our judgments and assumptions relating to the valuation of assets in these circumstances, and the effects of changes in circumstances affecting these valuations, both the precision and reliability of the resulting estimates of the related impairment charges are subject to substantial uncertainties and, as additional information becomes known, we may change our estimates significantly.
Income Taxes. The determination of the provision for income taxes, and the resulting current and deferred tax assets and liabilities, involves significant management judgment, and is based upon information and estimates available to management at the time of such determination. The final income tax liability to any taxing jurisdiction with respect to any calendar year will ultimately be determined long after our financial statements have been published for that year. We maintain reserves for known estimated tax exposures in federal, state and international jurisdictions; however, actual results may differ materially from our estimates.
Judgment is also applied in determining whether deferred tax assets will be realized in full or in part. When we consider it to be more likely than not that all or some portion of a deferred tax asset will not be realized, a valuation allowance is established for the amount of the deferred tax asset that is estimated not to be realizable. As of September 30, 2012, we had established valuation allowances against certain deferred tax assets, primarily related to state and foreign carryovers of net operating losses, credits and capital losses. We have not established valuation allowances against other deferred tax assets based upon tax strategies implemented or deferred tax liabilities which we anticipate to reverse within the carry forward period. Accordingly, changes in facts or circumstances affecting the likelihood of realizing a deferred tax asset could result in the need to record additional valuation allowances.
Pension Plans. Most of our U.S. employees and many of our Canadian employees participate in defined benefit pension plans sponsored by LP. We account for the consequences of our sponsorship of these plans in accordance with accounting principles generally accepted in the U.S., which require us to make actuarial assumptions that are used to calculate the related assets, liabilities and expenses recorded in our financial statements. While we believe we have a reasonable basis for these assumptions, which include assumptions regarding long-term rates of return on plan assets, life expectancies, rates of increase in salary levels, rates at which future values should be discounted to

23



determine present values and other matters, the amounts of our pension related assets, liabilities and expenses recorded in our financial statements would differ if we used other assumptions.
Workers’ Compensation. We are self insured for most of our U.S. employees’ workers compensation claims. We account for these plans in accordance with accounting principles generally accepted in the U.S., which require us to make actuarial assumptions that are used to calculate the related assets, liabilities and expenses recorded in our financial statements. While we believe we have a reasonable basis for these assumptions, which include assumptions regarding rates at which future values should be discounted to determine present values, expected future health care costs and other matters, the amounts of our liabilities and related expenses recorded in our financial statements would differ if we used other assumptions.
Warranty Obligations. Customers are provided with a limited warranty against certain defects associated with our products for periods of up to fifty years. We estimate the costs to be incurred under these warranties and record a liability in the amount of such costs at the time product revenue is recognized. Factors that affect our warranty liability include the historical and anticipated rates of warranty claims and the cost of resolving such. We periodically assess the adequacy of our recorded warranty liability for each product and adjust the amounts as necessary. While we believe we have a reasonable basis for these assumptions, actual warranty costs in the future could differ from our estimates.
NON-GAAP FINANCIAL MEASURES
In evaluating our business, we utilize several non-GAAP financial measures. A non-GAAP financial measure is generally defined by the SEC as one that purports to measure historical or future financial performance, financial position or cash flows, but excludes or includes amounts that would not be so excluded or included under applicable GAAP guidance. In this report on Form 10-Q, we disclose earnings (loss) from continuing operations before interest expense, taxes, depreciation and amortization (“EBITDA from continuing operations”) which is a non-GAAP financial measure. Additionally, we disclose "Adjusted EBITDA from continuing operations" which further adjusts EBITDA from continuing operations to exclude stock based compensation expense, (gain) loss on sales or impairment of long lived assets, other operating charges and credits, net, depreciation included in equity in loss of unconsolidated affiliates and investment income. Neither EBITDA from continuing operations nor Adjusted EBITDA from continuing operations is a substitute for the GAAP measures of net income or operating cash flows or for any other GAAP measures of operating performance or liquidity.
We have included EBITDA from continuing operations and Adjusted EBITDA from continuing operations in this report on Form 10-Q because we use them as important supplemental measures of our performance and believe that they are frequently used by securities analysts, investors and other interested persons in the evaluation of companies in our industry, some of which present EBITDA when reporting their results. We use EBITDA from continuing operations and Adjusted EBITDA from continuing operations to evaluate our performance as compared to other companies in our industry that have different financing and capital structures and/or tax rates. It should be noted that companies calculate EBITDA and Adjusted EBITDA differently and, therefore, our EBITDA and Adjusted EBITDA measures may not be comparable to EBITDA and Adjusted EBITDA reported by other companies. Our EBITDA and Adjusted EBITDA measures have material limitations as performance measures because they exclude interest expense, income tax (benefit) expense and depreciation and amortization which are necessary to operate our business or which we otherwise incurred or experienced in connection with the operation of our business.
The following table represents significant items by operating segment and reconciles income (loss) from continuing operations to Adjusted EBITDA from continuing operations:
 

24



Three Months Ended September 30, 2012 (Dollar amounts in millions)
OSB
 
Siding
 
EWP
 
South America
 
Other
 
Corporate
 
Total
Sales
$
226.6

 
$
134.1

 
$
61.5

 
$
42.0

 
$
9.1

 
$
(5.5
)
 
$
467.8

Depreciation and amortization
8.2

 
3.9

 
3.1

 
3.3

 
0.1

 
0.3

 
18.9

Cost of sales and selling and administrative
172.4

 
109.9

 
61.2

 
34.2

 
9.9

 
12.3

 
399.9

Loss on sale or impairment of long lived assets

 

 

 

 

 
4.3

 
4.3

Other operating credits and charges, net

 

 

 

 

 
1.2

 
1.2

Total operating costs
180.6

 
113.8

 
64.3

 
37.5

 
10.0

 
18.1

 
424.3

Income (loss) from operations
46.0

 
20.3

 
(2.8
)
 
4.5

 
(0.9
)
 
(23.6
)
 
43.5

Total non-operating expense

 

 

 

 

 
(6.2
)
 
(6.2
)
Income (loss) before income taxes and equity in (income) loss of unconsolidated affiliates
46.0

 
20.3

 
(2.8
)
 
4.5

 
(0.9
)
 
(29.8
)
 
37.3

Provision for income taxes

 

 

 

 

 
7.9

 
7.9

Equity in (income) loss of unconsolidated affiliates
(3.3
)
 

 
0.2

 

 
1.1

 

 
(2.0
)
Income (loss) from continuing operations
$
49.3

 
$
20.3

 
$
(3.0
)
 
$
4.5

 
$
(2.0
)
 
$
(37.7
)
 
$
31.4

Reconciliation of income (loss) from continuing operations to adjusted EBITDA from continuing operations
 
 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
49.3

 
$
20.3

 
$
(3.0
)
 
$
4.5

 
$
(2.0
)
 
$
(37.7
)
 
$
31.4

Provision for income taxes

 

 

 

 

 
7.9

 
7.9

Interest expense, net of capitalized interest

 

 

 

 

 
10.7

 
10.7

Depreciation and amortization
8.2

 
3.9

 
3.1

 
3.3

 
0.1

 
0.3

 
18.9

EBITDA from continuing operations
57.5

 
24.2

 
0.1

 
7.8

 
(1.9
)
 
(18.8
)
 
68.9

Stock based compensation expense
0.2

 
0.1

 
0.1

 

 

 
1.4

 
1.8

Loss on sale or impairment of long lived assets

 

 

 

 

 
4.3

 
4.3

Investment income

 

 

 

 

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

 

 

 

 

 
1.2

 
1.2

Depreciation included in equity in (income) loss of unconsolidated affiliates
2.1

 

 
0.1

 

 
0.9

 

 
3.1

Adjusted EBITDA from continuing operations
$
59.8

 
$
24.3

 
$
0.3

 
$
7.8

 
$
(1.0
)
 
$
(16.0
)
 
$
75.2


25



Three Months Ended September 30, 2011
(Dollar amounts in millions)
OSB
 
Siding
 
EWP
 
South America
 
Other
 
Corporate
 
Total
Sales
$
138.8

 
$
112.0

 
$
54.9

 
$
36.3

 
$
9.5

 
$
(0.9
)
 
$
350.6

Depreciation and amortization
9.1

 
3.9

 
2.9

 
3.0

 
0.1

 
0.6

 
19.6

Cost of sales and selling and administrative
141.7

 
96.3

 
55.5

 
31.0

 
10.3

 
13.7

 
348.5