LOUISIANA-PACIFIC CORP

Previous wording

Demand for our products correlates positively with new home construction, especially new single-family home construction, and repair and remodeling activity in North America, which historically has been characterized by significant cyclicality. The U.S. Census Bureau published actual U.S. housing starts data on July 17, 2026. Actual single-family housing starts were approximately 4% and 5% lower for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. Actual multi-family housing starts for the three and six months ended June 30, 2026, were approximately 8% and 15% higher, respectively, as compared to the same periods in 2025. Repair and remodeling demand is difficult to measure precisely due to diversity of remodeling projects, however, available market indicators suggest activity is roughly flat compared to the prior year.

Current wording

Demand for our products correlates positively with new home construction, especially new single-family home construction, and repair and remodeling activity in North America, which historically has been characterized by significant cyclicality. The U.S. Census Bureau published actual U.S. housing starts data on October 20, 2026. Actual single-family housing starts were approximately 2% and 4% lower for the three and nine months ended September 30, 2026, respectively, as compared to the same periods in 2025. Actual multi-family housing starts for the three and nine months ended September 30, 2026, were approximately 9% lower and 6% higher, respectively, as compared to the same periods in 2025. Repair and remodeling demand is difficult to measure precisely due to diversity of remodeling projects, however, available market indicators suggest activity is roughly flat compared to the prior year.

Previous wording

Our Siding products are specialty building materials and are subject to competition from various siding and cladding technologies, including vinyl, stucco, wood, fiber cement, brick, and others. We believe we are the largest manufacturer of engineered wood siding in North America and South America. We have consistently grown our Siding segment above the underlying market growth rates. Our Siding segment is generally less sensitive to housing market cyclicality since a majority of its demand comes from other markets, including off-site structure producers and repair and remodel. Our growth in this market depends upon the continued displacement of vinyl, wood, fiber cement, stucco, bricks, and other alternatives, our product innovation, and our technological expertise in wood and wood composites to address the needs of our customers.

Current wording

Our Siding products are specialty building materials and are subject to competition from various siding and cladding technologies, including vinyl, stucco, wood, fiber cement, brick, and others. We believe we are the largest manufacturer of engineered wood siding in North America and South America. We have consistently grown our Siding segment above the underlying market growth rates. Our Siding segment is generally less sensitive to housing market cyclicality since a majority of its demand comes from other markets, including off-site structure producers and repair and remodel. Our growth in this segment depends upon the continued displacement of vinyl, wood, fiber cement, stucco, bricks, and other alternatives, our product innovation, and our technological expertise in wood and wood composites to address the needs of our customers.

Previous wording

When evaluating the Company's performance on a U.S. GAAP basis, management utilizes certain non-GAAP financial measures as defined by SEC Regulation G and Regulation S-K Item 10(e). These measures exclude the impact of specific costs, expenses, gains, and losses to evaluate our overall operating performance. Management believes these non-GAAP measures provide users of the financial information with additional meaningful comparison to prior periods, as they generally exclude items that are outside of the normal course of our business or beyond management's control. It is important to note that non-GAAP financial measures do not have standardized definitions and are not defined by U.S. GAAP. In this quarterly report on Form 10-Q, Adjusted EBITDA, Adjusted Income, and Adjusted Diluted EPS (as each defined below) are non-GAAP measures that are used by management and external users of our condensed consolidated financial statements such as investors, industry analysts, and lenders.

Current wording

In addition to evaluating the Company’s performance using U.S. GAAP measures, management utilizes certain non-GAAP financial measures as defined by SEC Regulation G and Regulation S-K Item 10(e). These measures exclude the impact of specific costs, expenses, gains, and losses to evaluate our overall operating performance. Management believes these non-GAAP measures provide users of the financial information with additional meaningful comparison to prior periods, as they generally exclude items that are outside of the normal course of our business or beyond management’s control. It is important to note that non-GAAP financial measures do not have standardized definitions and are not defined by U.S. GAAP. In this quarterly report on Form 10-Q, Adjusted EBITDA, Adjusted Income, and Adjusted Diluted EPS (as each defined below) are non-GAAP measures that are used by management and external users of our condensed consolidated financial statements such as investors, industry analysts, and lenders.

Previous wording

Adjusted EBITDA is defined as net income excluding interest expense, provision for income taxes, depreciation and amortization, stock-based compensation expense, loss on impairment, business exit credits and charges, product-line discontinuance charges, other operating credits and charges, net, loss on early debt extinguishment, investment income, pension settlement charges, other non-operating income (expense), income from discontinued operations, net of income taxes, and net income attributed to noncontrolling interest. We have included Adjusted EBITDA in this report because we view it as an important supplemental measure of our performance and believe that it is frequently used by interested persons in the evaluation of companies that have different financing and capital structures and/or tax rates.

Current wording

Adjusted EBITDA is defined as net income excluding interest expense, provision for income taxes, depreciation and amortization, stock-based compensation expense, loss on impairment, business exit credits and charges, product-line discontinuance charges, other operating credits and charges, net, loss on early debt extinguishment, investment income, other non-operating income (expense), income from discontinued operations, net of income taxes, and net income attributed to noncontrolling interest. We have included Adjusted EBITDA in this report because we view it as an important supplemental measure of our performance and believe that it is frequently used by interested persons in the evaluation of companies that have different financing and capital structures and/or tax rates.

Previous wording

Adjusted Income is defined as net income, excluding loss on impairment, business exit credits and charges, product-line discontinuance charges, interest expense outside of normal operations, other operating credits and charges, net, loss on early debt extinguishment, gain (loss) on acquisition, pension settlement charges, income from discontinued operations, net of income taxes, net income attributed to noncontrolling interest, foreign currency gains and losses, and adjusting for a normalized tax rate. Adjusted Diluted EPS is calculated as Adjusted Income divided by diluted shares outstanding, which is a non-GAAP financial measure. We believe that Adjusted Diluted EPS and Adjusted Income are useful measures for evaluating our ability to generate earnings and that providing these measures should allow interested persons to more readily compare the earnings for past and future periods.

Current wording

Adjusted Income is defined as net income, excluding loss on impairment, business exit credits and charges, product-line discontinuance charges, interest expense outside of normal operations, other operating credits and charges, net, loss on early debt extinguishment, gain (loss) on acquisition, income from discontinued operations, net of income taxes, net income attributed to noncontrolling interest, foreign currency gains and losses, and adjusting for a normalized tax rate. Adjusted Diluted EPS is calculated as Adjusted Income divided by diluted shares outstanding, which is a non-GAAP financial measure. We believe that Adjusted Diluted EPS and Adjusted Income are useful measures for evaluating our ability to generate earnings and that providing these measures should allow interested persons to more readily compare the earnings for past and future periods.

Previous wording

During the first quarter of 2026, the Company updated the definition of Adjusted Income to exclude foreign currency gains and losses. These gains and losses primarily arise from the remeasurement of all monetary assets and liabilities including intercompany notes that are denominated in a different currency than the entity's functional currency. The exclusion of these items helps management compare changes in operating results between periods that might otherwise be obscured due to currency fluctuations. The Company believes this exclusion provides investors with a clearer view of underlying operating performance by removing the effects of currency fluctuations that are largely outside of the Company's control and do not reflect its core business activities. For comparability and consistency, all prior period Adjusted Income and Adjusted Diluted EPS measures have been recast to conform to the current presentation. The impact of this update for the three and six months ended June 30, 2025, was an increase to Adjusted Income of $6 million and $9 million, respectively, and an increase to Adjusted Diluted EPS of $0.08 per share and $0.14 per share, respectively.

Current wording

During the first quarter of 2026, the Company updated the definition of Adjusted Income to exclude foreign currency gains and losses. These gains and losses primarily arise from the remeasurement of all monetary assets and liabilities including intercompany notes that are denominated in a different currency than the entity's functional currency. The exclusion of these items helps management compare changes in operating results between periods that might otherwise be obscured due to currency fluctuations. The Company believes this exclusion provides investors with a clearer view of underlying operating performance by removing the effects of currency fluctuations that are largely outside of the Company’s control and do not reflect its core business activities. For comparability and consistency, all prior period Adjusted Income and Adjusted Diluted EPS measures have been recast to conform to the current presentation. The impact of this update for the three and nine months ended September 30, 2025, was an increase to Adjusted Income of $1 million and $10 million, respectively, and an increase to Adjusted Diluted EPS of $0.01 per share and $0.14 per share, respectively.

Previous wording

The following table sets forth actual housing starts data reported by the U.S. Census Bureau, as published through July 17, 2026, for the three and six months ended June 30, 2026 and 2025 (in thousands):

Current wording

The following table sets forth actual housing starts data reported by the U.S. Census Bureau, as published through October 20, 2026, for the three and nine months ended September 30, 2026 and 2025 (in thousands):

Previous wording

The following table sets forth sales volumes for the three and six months ended June 30, 2026 and 2025 (in MMSF):

Current wording

The following table sets forth sales volumes for the three and nine months ended September 30, 2026 and 2025 (in MMSF):

Previous wording

We measure OEE of each of our mills to track improvements in the utilization and productivity of our manufacturing assets. OEE is a composite metric that considers asset uptime (adjusted for capital project downtime and similar events), production rates, and finished product quality. We believe that when used in conjunction with other metrics, OEE can be a useful measure for evaluating our ability to generate profits, and that providing this measure should allow interested persons to monitor operational improvements. We use a best-in-class target across all LP sites that allows us to optimize capital investments, focus on maintenance and reliability improvements, and improve overall equipment efficiency. It should be noted that other companies may present OEE data differently, and therefore, as presented by us, OEE data may not be comparable to similarly titled measures reported by other companies.

Current wording

We measure OEE of each of our mills to track improvements in the utilization and productivity of our manufacturing assets. OEE is a composite metric that considers asset uptime (adjusted for capital project downtime and similar events), production rates, and finished product quality. We believe that when used in conjunction with other metrics, OEE can be a useful measure for evaluating our ability to generate profits, and that providing this measure should allow interested persons to monitor operational improvements. We use a best-in-class target across all LP sites that allows us to optimize capital investments, focus on maintenance and reliability improvements, and improve OEE. It should be noted that other companies may present OEE data differently, and therefore, as presented by us, OEE data may not be comparable to similarly titled measures reported by other companies.

Previous wording

OEE for the three and six months ended June 30, 2026 and 2025, for each of our reportable segments is listed below:

Current wording

OEE for the three and nine months ended September 30, 2026 and 2025, for each of our reportable segments is listed below:

Previous wording

Percent changes in average net sales prices and unit shipments in Siding for the three and six months ended June 30, 2026, compared to the corresponding periods in 2025, were as follows:

Current wording

Percent changes in average net selling prices and unit shipments in Siding for the three and nine months ended September 30, 2026, compared to the corresponding periods in 2025, were as follows:

Previous wording

Percent changes in average net sales prices and unit shipments in OSB for the three and six months ended June 30, 2026, compared to the corresponding periods in 2025, were as follows:

Current wording

Percent changes in average net selling prices and unit shipments in OSB for the three and nine months ended September 30, 2026, compared to the corresponding periods in 2025, were as follows:

Previous wording

Adjusted EBITDA for the same periods decreased year over year by $40 million and $106 million, respectively, reflecting the impact of lower OSB prices and a decline in sales volumes.

Current wording

Adjusted EBITDA for the three months ended September 30, 2026, increased by $3 million year over year, due to $14 million of lower inventory reserve adjustments and a decrease of $1 million in selling, general and administrative expenses. These gains were partially offset by a $7 million impact from lower OSB prices and an additional $7 million impact from higher inflationary costs, primarily related to raw materials. Adjusted EBITDA for the nine months ended September 30, 2026 decreased by $104 million compared to the same period in 2025, reflecting the impact of lower OSB prices and a decline in sales volumes.

Previous wording

Other net sales decreased by $3 million and $12 million, for the three and six months ended June 30, 2026, respectively, primarily due to a decline in OSB selling prices in South America. Adjusted EBITDA for the same periods decreased year over year by $12 million and $20 million, respectively, driven by a decline in South America net sales along with higher costs incurred in that market.

Current wording

Other net sales decreased by $3 million and $15 million, for the three and nine months ended September 30, 2026, respectively, primarily due to a decline in volumes and selling prices in South America. Adjusted EBITDA for the same periods decreased year over year by $4 million and $24 million, respectively, driven by a decline in South America net sales along with higher costs incurred in that market.

Previous wording

Selling, general, and administrative expenses were $80 million and $158 million for the three and six months ended June 30, 2026, respectively, compared to $79 million and $154 million for the corresponding periods in 2025. The year-over-year increase in selling, general, and administrative expenses was due to higher inflationary costs.

Current wording

Selling, general, and administrative expenses were $76 million and $235 million for the three and nine months ended September 30, 2026, respectively, compared to $95 million and $250 million for the corresponding periods in 2025. The year-over-year reduction in selling, general, and administrative expenses primarily reflected lower incentive pay, including a decline in stock compensation.

Previous wording

We recognized a total tax provision of $8 million and $17 million in the three and six months ended June 30, 2026, respectively, compared to $19 million and $45 million for the corresponding periods in 2025. Each quarter, the income tax accrual is updated based on the latest estimate, and any difference from the previously accrued year-to-date balance is recorded in the current quarter. For the six months ended June 30, 2026, the primary differences between the U.S. statutory rate of 21% and the total effective tax rate of 24% relate to foreign income tax and inflationary and foreign currency exchange-related adjustments. For the six months ended June 30, 2025, the primary differences between the U.S. statutory rate of 21% and the total effective tax rate of 24% relate to state income tax and inflationary and foreign currency exchange-related adjustments.

Current wording

We recognized a total tax provision of $9 million and $26 million in the three and nine months ended September 30, 2026, respectively, compared to $9 million and $54 million for the corresponding periods in 2025. Each quarter, the income tax accrual is updated based on the latest estimate, and any difference from the previously accrued year-to-date balance is recorded in the current quarter. For the nine months ended September 30, 2026, the primary differences between the U.S. statutory rate of 21% and the total effective tax rate of 25% relate to foreign income tax, tax credits, and inflationary and foreign currency exchange-related effects. For the nine months ended September 30, 2025, the primary differences between the U.S. statutory rate of 21% and the total effective tax rate of 26% relate to state income tax and non-deductible compensation.

Previous wording

During the six months ended June 30, 2026, cash provided by operations was $102 million. During the same period in 2025, cash provided by operations was $226 million. The decrease in cash provided by operations was primarily related to lower net income and changes in working capital.

Current wording

During the nine months ended September 30, 2026, cash provided by operations was $214 million compared to $315 million during the same period in 2025. The decrease was primarily attributable to lower net income and the absence of the prior-year impairment charge, partially offset by changes in working capital.

Previous wording

During the six months ended June 30, 2026 and 2025, cash used in investing activities was $120 million and $132 million, respectively, relating to capital expenditures.

Current wording

During the nine months ended September 30, 2026 and 2025, cash used in investing activities was $175 million and $216 million, respectively, relating to capital expenditures.

Previous wording

Capital expenditures in 2026 are expected to be approximately $320 million. We expect to fund our short-term and long-term capital expenditures in 2026 through cash on hand, cash generated from operations, and available borrowing under our Amended Credit Facility, as necessary.

Current wording

Capital expenditures in 2026 are expected to be approximately $300 million. We expect to fund our short-term and long-term capital expenditures in 2026 through cash on hand, cash generated from operations, and available borrowing under our Amended Credit Facility, as necessary.

Previous wording

During the six months ended June 30, 2026, cash used in financing activities was $47 million, which included $42 million of cash dividends paid and $5 million to repurchase stock from employees in connection with income tax withholding requirements associated with our employee stock-based compensation plans.

Current wording

During the nine months ended September 30, 2026, cash used in financing activities was $67 million, which included $63 million of cash dividends paid and $5 million to satisfy income tax withholding obligations related to employee stock-based compensation plans through the withholding of shares.

Previous wording

During the six months ended June 30, 2025, cash used in financing activities was $105 million, which included $61 million for share repurchases of LP common stock under the 2024 Share Repurchase Program (as defined below). Additionally, we paid cash dividends of $39 million and used $3 million to repurchase stock from employees in connection with income tax withholding requirements associated with our employee stock-based compensation plans. In connection with other financing activities, we paid $2 million of debt issuance costs related to the amendment of our credit facility.

Current wording

During the nine months ended September 30, 2025, cash used in financing activities was $124 million, which included $61 million for share repurchases of LP common stock under the 2024 Share Repurchase Program (as defined below). Additionally, we paid cash dividends of $58 million and used $3 million to satisfy income tax withholding obligations related to employee stock-based compensation plans through the withholding of shares. In connection with other financing activities, we paid $2 million of debt issuance costs related to the amendment of our credit facility.

Previous wording

In November 2022, LP entered into a Credit Agreement with American AgCredit, PCA, as administrative agent and sole lead arranger, CoBank, ACB, as letter of credit issuer, and certain other lender parties (the Credit Agreement), relating to its revolving credit facility. On March 26, 2025, LP entered into the First Amendment to Second Amended and Restated Credit Agreement (the First Amendment) with American AgCredit, PCA, as administrative agent, CoBank, ACB, as letter of credit issuer, and the lenders and voting participants party thereto, which amended the Credit Agreement (the Amended Credit Agreement) to (1) increase the aggregate principal amount for the credit facility from $550 million to $750 million (the Amended Credit Facility), (2) increase the sub-limit for letters of credit from $60 million to $75 million, (3) change the interest rate for revolving borrowing, (4) change the capitalization ratio limit, and (5) extend the maturity date to March 26, 2032. As of June 30, 2026, there were no outstanding borrowings under the Amended Credit Facility.

Current wording

In November 2022, LP entered into the Credit Agreement with American AgCredit, PCA, as administrative agent and sole lead arranger, CoBank, ACB, as letter of credit issuer, and certain other lender parties, relating to its revolving credit facility. On March 26, 2025, LP entered into the First Amendment with American AgCredit, PCA, as administrative agent, CoBank, ACB, as letter of credit issuer, and the lenders and voting participants party thereto, which amended the Credit Agreement (the Amended Credit Agreement) to (1) increase the aggregate principal amount for the Amended Credit Facility from $550 million to $750 million, (2) increase the sub-limit for letters of credit from $60 million to $75 million, (3) change the interest rate for revolving borrowing, (4) change the capitalization ratio limit, and (5) extend the maturity date to March 26, 2032. As of September 30, 2026, there were no outstanding borrowings under the Amended Credit Facility.

Previous wording

The carrying values of our long-lived assets are reviewed for potential impairments, and adequate support is believed by management to exist for each asset’s carrying value based on anticipated cash flows derived from estimates of future demand, pricing, and production costs, assuming certain levels of planned capital expenditures. However, if demand and pricing for our products fall to levels significantly below cycle-average demand and pricing, should we decide to invest capital in alternative projects, or should changes occur related to our wood supply for our mills, it is possible that future impairment charges will be required.

Current wording

The carrying values of our long-lived assets are reviewed for potential impairments, and adequate support is believed by management to exist for each asset’s carrying value based on anticipated cash flows derived from estimates of future demand, pricing, and production costs, assuming certain levels of planned capital expenditures. However, if demand and pricing for our products fall to levels significantly below cycle-average demand and pricing, should we decide to invest capital in alternative projects, or should changes occur related to our wood supply for our mills, it is possible that future impairment charges will be required. During the third quarter of 2026, it was announced that OSB production at the Jasper, Texas facility would be indefinitely curtailed. As of September 30, 2026, there were no indicators of impairment for the asset group that included the facility; accordingly, no impairment was recognized.

Previous wording

No impairment was recognized during the three and six months ended June 30, 2026.

Current wording

No impairment was recognized during the three and nine months ended September 30, 2026.