LOUISIANA-PACIFIC CORP

Condensed Consolidated Statements of Comprehensive Income

Amounts in millions

Condensed Consolidated Balance Sheets

Condensed Consolidated Statements of Cash Flows

Amounts in millions

Condensed Consolidated Statements of Stockholders’ Equity

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Nature of Operations

Louisiana-Pacific Corporation and our subsidiaries are a leading provider of high-performance building solutions that meet the demands of builders, remodelers, and homeowners worldwide. Serving the new home construction, repair and remodeling, and outdoor structures markets, we have leveraged our expertise to become an industry leader known for innovation, quality, reliability, and sustainability. The principal customers for our building solutions are retailers, wholesalers, and home building and industrial businesses in North America and South America, and we make limited sales to customers in Asia, Australia, and Europe. The Company operates over 20 manufacturing facilities across the U.S., Canada, Chile, and Brazil, in certain cases through foreign subsidiaries. References to "LP," the "Company," "we," "our," and "us" refer to Louisiana-Pacific Corporation and its consolidated subsidiaries as a whole.

See "Note 15. Selected Segment Data" below for further information regarding our products and segments.

Basis of Presentation

The unaudited Condensed Consolidated Financial Statements presented here have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial reporting. As such, they do not include all the information and footnotes required by U.S. GAAP for complete consolidated financial statements. Management believes that all necessary adjustments for a fair presentation have been included and are of a normal and recurring nature. These Condensed Consolidated Financial Statements and the accompanying Notes should be reviewed in conjunction with our annual report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 19, 2025 (2024 Annual Report on Form 10-K). The results of operations for interim periods are not necessarily indicative of the results that may be expected for the full fiscal year.

The Condensed Consolidated Financial Statements include the accounts of LP and our controlled subsidiaries. All intercompany transactions, profits, and balances have been eliminated.

NOTE 2. REVENUE

We disaggregate revenue from contracts with customers into major product lines. We have determined that disaggregating revenue into these categories depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

As noted in the segment reporting information in “Note 15. Selected Segment Data” below, our reportable segments are Siding, Oriented Strand Board (OSB), and LP South America (LPSA). The following tables present our reportable segment revenues, disaggregated by revenue source (dollar amounts in millions):

Revenue is recognized when obligations under the terms of contracts(e.g., purchase orders) with our customers are satisfied; generally, this occurs with the transfer of control of our products at a point in time. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods. The shipping cost incurred by us to deliver products to our customers is recorded in cost of sales. The expected costs associated with our warranties continue to be recognized as an expense when the products are sold.

Our businesses routinely incur customer program costs to obtain favorable product placement, promote sales of products, and maintain competitive pricing. Customer program costs and incentives are accounted for as a reduction in net sales at the time the program is initiated and/or the revenue is recognized. The costs include, but are not limited to, volume allowances and rebates, promotional allowances, and cooperative advertising programs. These costs are recorded at the later of (i) the time of sale or (ii) the implementation of the program based on management’s best estimates. Estimates are based on historical and projected experience for each type of program or customer. Volume allowances are accrued based on our estimates of customer volume achievement and other factors incorporated into customer agreements, such as new product purchases, store sell-through, merchandising support, and customer training. Management adjusts accruals when circumstances indicate (typically as a result of a change in volume expectations).

We ship some of our products to customers’ distribution centers on a consignment basis. We retain title to our products stored at the distribution centers. As our products are removed from the distribution centers by retailers and shipped to retailers’ stores, title passes from us to the retailers. At that time, we invoice the retailers and recognize revenue for these consignment transactions. We do not offer a right of return for products shipped to the retailers’ stores from the distribution centers.

NOTE 3. EARNINGS PER SHARE

Basic earnings per share is based on the weighted-average number of shares of common stock outstanding. Diluted earnings per share is 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 (stock options, stock-settled appreciation rights, restricted stock units, and performance stock units) be excluded from the calculation of diluted earnings per share for the periods in which losses are reported because the effect is anti-dilutive.

The following table sets forth the computation of basic and diluted earnings per share (dollar and share amounts in millions, except per share amounts):

NOTE 4. FAIR VALUE MEASUREMENTS

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. We are required to classify these financial assets and liabilities into two groups: (i) recurring—measured on a periodic basis, and (ii) non-recurring—measured on an as-needed basis.

There are three levels of inputs that may be used to measure fair value:

Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable or can be corroborated by observable market data.

Level 3 Valuations based on models where significant inputs are not observable. Unobservable inputs are used when little or no market data is available and reflect the Company’s own assumptions about the assumptions market participants would use.

The Company's financial instruments consist of cash and cash equivalents, short-term receivables, trade payables, debt instruments, and trading securities. Carrying amounts reported on the balance sheet for cash and cash equivalents, receivables, and accounts payable approximate fair value due to the short-term maturity of these instruments.

The net carrying value of the 3.625% Senior Notes due in 2029 (2029 Senior Notes) was $348 million as of June 30, 2025 and December 31, 2024. Based on market quotations, the fair value of the 2029 Senior Notes was estimated to be $333 million and $323 million as of June 30, 2025 and December 31, 2024, respectively. The 2029 Senior Notes and other long-term debt are categorized as Level 1 in the U.S. GAAP fair value hierarchy. Fair values are based on trading activity among the Company’s lenders and the average bid and ask price is determined using published rates.

In March 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 amends that certain Second Amended and Restated Credit Agreement (the Credit Agreement) that was entered into in November 2022. The First Amendment amended the Credit Agreement to (1) increase the aggregate principal amount for the credit facility (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 June 30, 2025, there wereno outstanding borrowings pursuant to the Amended Credit Facility.

NOTE 5. RECEIVABLES

Receivables consisted of the following (dollar amounts in millions):

Trade receivables are primarily generated by sales of our products to our wholesale and retail customers. Other receivables as of June 30, 2025, and December 31, 2024, primarily consisted of sales tax receivables, vendor rebates, and other miscellaneous receivables.

NOTE 6. INVENTORIES

Inventories are valued at the lower of cost or net realizable value. Inventory cost includes materials, labor, and operating overhead. The first-in, first-out or average cost methods are used to value our inventories as of June 30, 2025. Inventory consisted of the following (dollar amounts in millions):

NOTE 7. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and indefinite-lived intangible assets are not amortized and are subject to assessment for impairment by applying a fair value-based test on an annual basis, or more frequently if circumstances indicate a potential impairment. The Company’s annual assessment date is October 1.

Changes in goodwill and other intangible assets for thesix months ended June 30, 2025 are provided in the following table (dollar amounts in millions):

1 Timber licenses are included in timber and timberlands on the Condensed Consolidated Balance Sheets.

The Company regularly evaluates the estimated useful lives of its definite-lived intangible assets. During the quarter ended June 30, 2025, the Company revised its estimate of the useful lives of its developed technology to better reflect the period over which the asset is expected to be utilized. The developed technology previously had a remaining useful life of ten years and is now being amortized over a revised useful life of one year. This revision in estimate resulted in a quarterly increase of $2 million in amortization expense.

NOTE 8. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities were as follows (dollars amounts in millions):

Other accrued liabilities at June 30, 2025, and December 31, 2024, primarily consisted of accrued interest, worker compensation liabilities, and warranty reserves. Additionally, trade accounts payable included $26 million and $32 million related to capital expenditures that had not yet been paid as of June 30, 2025, and December 31, 2024, respectively.

NOTE 9. INCOME TAXES

For interim periods, income tax expense is recognized by applying the estimated annual effective tax rate to year-to-date results, unless doing so does not yield a reliable estimate. Each period, 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. Changes in profitability estimates across jurisdictions may affect quarterly effective tax rates.

The provision for income taxes for the six months ended June 30, 2025, and 2024, reflected estimated annual effective tax rates of 26% and 25%, respectively, excluding discrete items discussed below. The total tax provision for the three and six months ended June 30, 2025, was $19 million and $45 million, respectively, compared to $53 million and $94 million for the corresponding periods in 2024, respectively. The effective tax rate, including discrete items, for the three and six months ended June 30, 2025, was 26% and 24%, respectively, compared to 25% and 26% for the comparable periods in 2024.

During the six months ended June 30, 2025, a net discrete tax benefit of $4 million was recognized, compared to a net discrete tax expense of $4 million for the same period in 2024. The benefit in the current year was primarily attributable to inflationary and foreign currency exchange-related effects, as well as stock-based compensation. The prior year's expense was mainly driven by similar inflationary and foreign currency exchange-related impacts.

In 2021, the Organization for Economic Cooperation and Development (OECD) announced an Inclusive Framework on Base Erosion and Profit Shifting, including the Pillar Two Model Rules (Pillar Two), applicable to large multinational corporations. These rules establish a global per-country minimum tax of 15%. Although, the United States has not enacted legislation to adopt the Pillar Two framework, and future adoption remains uncertain, certain countries where operations are conducted have enacted such legislation.

Specifically, the Canadian government enacted legislation in 2024 implementing aspects of the OECD’s minimum tax rules under the Pillar Two framework, effective for the 2024 fiscal year, and proposed additional legislation to implement further aspects effective in the 2025 fiscal year. Additionally, in 2024, the Brazilian Congress approved legislation-effective in 2025-that is largely aligned with certain aspects of the OECD’s minimum tax rules under the Pillar Two framework. To date, no other jurisdictions in which LP operates have enacted Pillar Two legislation. At this time, Pillar Two legislation is not expected to have a material impact on the Company's effective tax rate, consolidated results of operations, financial position, or cash flows. The Company will continue to monitor future developments related to Pillar Two legislation to assess any potential impact in the relevant jurisdictions.

On July 4, 2025, H.R. 1, a bill to provide for reconciliation pursuant to title II of H. Con. Res. 14, informally known as the “One Big Beautiful Bill Act” (OBBBA) was enacted in the U.S. The OBBBA includes significant provisions, such as permanent extension of certain expiring elements of the Tax Cuts and Jobs Act of 2017, modifications to the international tax framework, and the restoration of favorable tax treatment for specific business provisions. Certain provisions are effective in 2025, while others will be implemented through 2027. Given that the legislation was signed into law after the close of the second quarter, its impacts are not included in the operating results for the six months ended June 30, 2025. The potential effects on the consolidated financial statements are currently under evaluation.

NOTE 10. OTHER OPERATING AND NON-OPERATING ITEMS

Other operating credits and charges, net

Other operating credits and charges, net, is comprised of the following components (dollar amounts in millions):

Other non-operating items

Other non-operating items is comprised of the following components (dollar amounts in millions):

NOTE 11. IMPAIRMENT OF LONG-LIVED ASSETS

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 decline significantly below cycle-average levels, if capital is allocated to alternative projects, or if changes occur in the wood supply for mills, future impairment charges may be required.

Potential asset dispositions are also periodically reviewed, taking into account current and anticipated economic and industry conditions, the strategic plan, and other relevant factors. A decision to dispose of specific assets may require assumptions regarding the transaction structure of the disposition to estimate the net sales proceeds, which could be lower than prior estimates of undiscounted future net cash flows. As a result, impairment charges may be necessary in connection with such dispositions.

During the second quarter of 2025, $17 million in non-cash, pre-tax impairment charges were recorded. These included $11 million related to acquired equipment that will not be utilized in future operations, $4 million related to property, plant, and equipment associated with a facility closure, and $2 million primarily related to an operating lease asset associated with a previously closed facility.

NOTE 12. COMMITMENTS AND CONTINGENCIES

Reserves for various contingent liabilities were as follows (dollar amounts in millions):

Estimates of loss contingencies are based on various assumptions and judgments. Due to the numerous uncertainties and variables associated with these assumptions and judgments, both the precision and reliability of the resulting estimates are subject to substantial uncertainty. Estimated exposure to contingencies is regularly monitored, and as additional information becomes available, estimates may change significantly. Although no estimate of the range of any such change can be made at this time, the amount ultimately paid in connection with these matters could materially exceed, in either the near term or the longer term, the amounts accrued to date. Estimates of loss contingencies do not reflect potential future recoveries from insurance carriers, except to the extent that recovery is deemed probable based on an insurer’s agreement to payment terms.

Environmental Matters

A reserve is maintained for undiscounted estimated environmental loss contingencies. This reserve primarily covers estimated future costs for the remediation of hazardous or toxic substances at various sites currently or previously owned by the Company. Estimates of environmental loss contingencies are based on a range of assumptions and judgments, which vary depending on the specific facts and circumstances of each case. These estimates typically reflect management's assumptions regarding the probable nature, magnitude, and timing of required investigation, remediation, and/or monitoring activities, as well as the probable costs associated with those activities. In some cases, estimates also consider the obligation, willingness, or ability of third parties to bear a proportionate or allocated share of the costs.

Due to the numerous uncertainties and variables associated with these assumptions and judgments-as well as the potential effects of changes in governmental regulations and environmental technologies-the precision and reliability of the resulting estimates are subject to substantial uncertainty. Estimated exposure to environmental loss contingencies is regularly monitored, and estimates may be revised significantly as additional information becomes available.

Other Proceedings

From time to time, the Company and its subsidiaries are parties to certain legal proceedings arising in our ordinary course of business. Based on currently available information, management does not believe that the resolution of such proceedings could reasonably be expected to have a material adverse effect on the Company's financial position, results of operations, cash flows, or liquidity.

NOTE 13. PRODUCT WARRANTIES

Warranties are offered on the sale of most of our products, and an accrual is recorded for estimated future claims. These accruals are based upon historical experience and management’s estimate of future claim levels. The activity in the warranty reserves for the three and six months ended June 30, 2025, and 2024, is summarized in the following table (dollar amounts in millions):

Warranty and other product-related claims continue to be monitored by management, and as of June 30, 2025, the warranty reserve balances associated with these matters are considered adequate to cover future warranty payments. However, additional adjustments may be required in the future.

NOTE 14. ACCUMULATED COMPREHENSIVE LOSS

Accumulated comprehensive loss is provided in the following table for the three and six months ended June 30, 2025 and 2024 (dollar amounts in millions):

NOTE 15. SELECTED SEGMENT DATA

The Company operates inthree segments: Siding, OSB, and LPSA. Our business units have been aggregated into these three segments based upon the similarity of economic characteristics, customers, and distribution methods. The 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.

•The Siding segment serves diverse end markets with a broad product portfolio of engineered wood siding, trim, soffit, and fascia, including LP® SmartSide® Trim & Siding, LP® SmartSide® ExpertFinish® Trim & Siding, LP BuilderSeries® Lap Siding, and LP®Outdoor Building Solutions®(collectively referred to as Siding Solutions).

•The OSB segment manufactures and distributes OSB structural panel products, including the innovative value-added OSB product portfolio known as LP® Structural Solutions (which includes LP® TechShield® Radiant Barrier, LP WeatherLogic® Air & Water Barrier, LP Legacy® Premium Sub-Flooring, LP NovaCore® Thermal Insulated Sheathing, LP® FlameBlock® Fire-Rated Sheathing, LP® TopNotch® 350 Durable Sub-Flooring) and LP® Oriented Strand Board.

•The LPSA segment manufactures and distributes OSB structural panel and Siding Solutions products in South America and certain export markets. This segment also sells and distributes a variety of companion products to support the region’s transition to wood frame construction. The LPSA segment carries out manufacturing operations in Chile and Brazil and operates sales offices in Argentina, Brazil, Chile, Colombia, Mexico, Paraguay, and Peru.

Performance of our business segments is evaluated based on net sales and segment Adjusted EBITDA. Accordingly, our chief operating decision maker, the chief executive officer, evaluates performance and allocates resources based primarily on net sales and segment Adjusted EBITDA for each business segment. Segment Adjusted EBITDA is defined as income attributed to LP excluding interest expense, provision for income taxes, depreciation and amortization, stock-based compensation expense, loss on impairment attributed to LP, 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 items, income from discontinued operations, net of income taxes, and net income attributed to noncontrolling interest.

Information regarding the Company's business segments is presented below (dollar amounts in millions):

1 Other charges includes stock compensation and income from equity in unconsolidated affiliates.

Information concerning identifiable assets by segment is as follows (dollar amounts in millions):

Other segment related assets include cash and cash equivalents, short-term and long-term investments, corporate assets, and other items.