NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Nature of Operations
Louisiana-Pacific Corporation and our subsidiaries are a leading provider of high-performance building solutions serving the new home construction, repair and remodeling, and outdoor structures markets. In addition to our U.S. operations, the Company also maintains manufacturing facilities in Canada, Chile, and Brazil through foreign subsidiaries and joint ventures. The principal customers for our building solutions are retailers, wholesalers, and homebuilding and industrial businesses in North America and South America, with limited sales to Asia, Australia, and Europe. References to "LP," "the Company," "we," "our," and "us" refers to Louisiana-Pacific Corporation and its consolidated subsidiaries as a whole.
See Note 20 below for further information regarding our products and segments.
Basis of Presentation
The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Actual results could differ from those estimates.
The Consolidated Financial Statements include the accounts of LP and our controlled subsidiaries. All intercompany transactions, profits, and balances have been eliminated.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and short-term investments of three months or less when purchased. These investments are stated at cost, which approximates market value.
Receivables
Receivables consisted of the following:
|
|
|
|
|
|
|
|
|
|
December 31,
|
Dollar amounts in millions
|
2019
|
|
2018
|
Trade receivables
|
$
|
111
|
|
|
$
|
88
|
|
Income tax receivable
|
35
|
|
|
16
|
|
Other receivables
|
19
|
|
|
25
|
|
Allowance for doubtful accounts
|
(1
|
)
|
|
(1
|
)
|
|
$
|
164
|
|
|
$
|
128
|
|
Trade receivables are primarily generated by sales of our products to our wholesale and retail customers. Other receivables at December 31, 2019 and 2018, primarily consist of sales tax receivables, vendor rebates, interest receivables, a receivable associated with an affiliate and other miscellaneous receivables.
Investments
Our long-term investments are classified as available-for-sale and are reported at estimated fair value. Unrealized gains and losses, net of tax, on these investments are reported as a separate component of “Accumulated
comprehensive loss” in Stockholders’ Equity until realized. Impairment losses are charged to income for other-than-temporary declines in fair value. Realized gains and losses (including impairments) are recorded as investment income. For purposes of computing realized gains and losses, the cost is identified on a specific identification basis. As of December 31, 2019 and 2018, we had $5 million ($19 million, par value) and $6 million ($19 million, par value), respectively, invested in auction-rate securities (ARS). The ARS held by us are securities with long-term nominal maturities for which the interest rates may be reset through a Dutch auction each month. Our investments in ARS represent interests in collateralized debt obligations supported by pools of residential and commercial mortgages and other securities. The contractual maturities of these debt securities classified as available for sale at December 31, 2019, exceed one year.
Fair Value of Financial Instruments
We have, where appropriate, estimated the fair value of financial instruments. These fair value amounts may be significantly affected by the assumptions used, including the discount rate and estimates of cash flows. Accordingly, the estimates presented are not necessarily indicative of the amounts that could be realized in a current market exchange.
Inventory
Inventories are valued at the lower of cost or net realizable value. Inventory costs include materials, labor, and operating overhead. The LIFO (last-in, first-out) method is used for a minor portion of our log inventories with the remaining inventories valued at FIFO (first-in, first-out) or average cost. Included in the inventory balance is a lower cost of market adjustment of $13 million as of December 31, 2019, and $11 million as of December 31, 2018. Inventory consisted of the following:
|
|
|
|
|
|
|
|
|
|
December 31,
|
Dollar amounts in millions
|
2019
|
|
2018
|
Logs
|
$
|
47
|
|
|
$
|
57
|
|
Other raw materials
|
32
|
|
|
25
|
|
Semi-finished inventory
|
26
|
|
|
23
|
|
Finished products
|
160
|
|
|
168
|
|
Total
|
$
|
265
|
|
|
$
|
273
|
|
Timber and Timberlands
Timber and timberlands are comprised of timber deeds and allocations of the purchase price to Canadian timber harvesting licenses. Timber deeds are transactions in which we purchase timber, but not the underlying land. The cost of timber deeds is capitalized in timber and timberlands and charged to the cost of timber harvested as the volume is removed. Timber that has been severed but has not yet been delivered to a facility is included in timber and timberlands. As of December 31, 2019 and 2018, we had timber and timberlands of $25 million and 21 million, respectively.
The values associated with timber licenses were allocated in the purchase price allocations for Le Groupe Forex (Forex), Peace Valley OSB, and the assets of Evans Forest Products. These licenses have a life of twenty to twenty-five years. These licenses are amortized on a straight-line basis over the life of the facilities. As of December 31, 2019 and 2018, we had timber licenses of $38 million and $41 million, respectively. Certain Canadian timber harvesting licenses also include future requirements for reforestation. The fair value of the future estimated reforestation obligation is accrued and recognized in cost of sales based on the volume of timber harvested; fair value is determined by discounting the estimated future cash flows using a credit adjusted risk-free rate. Subsequent changes to the fair value resulting from the passage of time and revisions to fair value calculations are recognized in earnings as they occur.
Property, Plant, and Equipment
Property, plant, and equipment, including capitalized interest, are recorded at cost and consisted of the following:
|
|
|
|
|
|
|
|
|
Dollar amounts in millions
|
December 31,
|
2019
|
|
2018
|
Property, plant, and equipment, at cost:
|
|
|
|
Land, land improvements, and logging roads, net of road amortization
|
$
|
168
|
|
|
$
|
169
|
|
Buildings
|
350
|
|
|
330
|
|
Machinery and equipment
|
1,965
|
|
|
1,949
|
|
Construction in progress
|
46
|
|
|
148
|
|
|
2,529
|
|
|
2,596
|
|
Accumulated depreciation
|
(1,564
|
)
|
|
(1,586
|
)
|
Property, plant, and equipment, net
|
$
|
965
|
|
|
$
|
1,010
|
|
Depreciation of machinery and equipment is principally calculated by the units of production method, which approximates a straight-line basis over the estimated useful lives of the machinery and equipment (typically seven to fifteen years). Buildings, land improvements, and the remaining machinery and equipment are depreciated on a straight-line basis over their estimated useful lives, which typically range from three to twenty years.
Depreciation expense is included in our Consolidated Statements of Income as noted below:
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar amounts in millions
|
Years ended December 31,
|
2019
|
|
2018
|
|
2017
|
Cost of sales
|
$
|
120
|
|
|
$
|
117
|
|
|
$
|
120
|
|
Selling, general and administrative expenses
|
3
|
|
|
3
|
|
|
3
|
|
Total depreciation and amortization
|
$
|
123
|
|
|
$
|
120
|
|
|
$
|
123
|
|
Logging road construction costs are capitalized and included in land and land improvements. These costs are amortized as the timber volume adjacent to the road system is harvested.
Long-lived assets to be held and used by us (primarily property, plant, and equipment and timber and timberlands) are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. When impairment is indicated, the book values of the assets are written down to their estimated fair value as calculated by the expected discounted cash flow or estimated net sales price. See Note 15 below for a discussion of charges related to impairments of property, plant, and equipment.
Long-lived assets that are held for sale are written down to the estimated sales proceeds less cost to sell unless the estimated net proceeds exceed the carrying value.
Goodwill and Intangible Assets
Goodwill and indefinite-lived intangible assets are assessed annually for impairment during the fourth quarter or earlier upon the occurrence of certain events or substantive changes in circumstances. Impairment is evaluated by applying a fair value based test. Impairment losses would be recognized whenever the implied fair value of goodwill is less than its carrying value. The Company’s 2019, 2018 and 2017 annual impairment assessment, which were performed in the fourth quarter of each year, did not result in impairments of our goodwill and intangible assets.
Investments in Affiliates
We account for investments in affiliates when we do not have a controlling financial interest using the equity method under which LP’s share of earnings and losses of the affiliate is reflected in earnings and dividends are credited against the investment in affiliate when declared.
Restricted Cash
Our restricted cash accounts generally secure outstanding letters of credit.
Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities were as follows:
|
|
|
|
|
|
|
|
|
|
December 31,
|
Dollar amounts in millions
|
2019
|
|
2018
|
Accounts payable
|
$
|
127
|
|
|
$
|
116
|
|
Salaries and wages payable
|
48
|
|
|
58
|
|
Accrued severance
|
4
|
|
|
6
|
|
Taxes other than income taxes
|
7
|
|
|
4
|
|
Accrued rebates
|
34
|
|
|
30
|
|
Current portion of operating lease liabilities
|
8
|
|
|
—
|
|
Other accrued liabilities
|
14
|
|
|
20
|
|
Total Accounts payable and accrued liabilities
|
$
|
242
|
|
|
$
|
234
|
|
Other accrued liabilities at December 31, 2019 and 2018, primarily consist of reforestation liabilities, accrued rent, uncertain tax positions, worker compensation liabilities, warranty reserves, and other items. Additionally, included in Accounts payable is $15 million and $22 million related to capital expenditures that had not yet been paid as of December 31, 2019, and as of December 31, 2018, respectively.
Other Long-Term Liabilities
Other long-term liabilities were as follows:
|
|
|
|
|
|
|
|
|
|
December 31,
|
Dollar amounts in millions
|
2019
|
|
2018
|
Asset retirement obligations
|
$
|
11
|
|
|
$
|
12
|
|
Uncertain tax positions
|
37
|
|
|
40
|
|
Post-retirement obligations
|
9
|
|
|
8
|
|
Pension obligations, net
|
25
|
|
|
25
|
|
Warranty reserves
|
6
|
|
|
11
|
|
Other
|
37
|
|
|
38
|
|
Total Other long-term liabilities
|
$
|
125
|
|
|
$
|
134
|
|
Asset Retirement Obligations
We record the fair value of the legal and conditional obligations to retire and remove long-lived assets in the period in which the obligation is incurred. These obligations primarily consist of monitoring costs on closed landfills, timber reforestation obligations associated with our timber licenses in Canada and site restoration costs. When the related liability is initially recorded, we capitalize the cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its settlement value, and the capitalized cost is depreciated over the
useful life of the related asset. Upon settlement of the liability, we recognize a gain or loss for any difference between the settlement amount and the liability recorded. The activity in our asset retirement obligation liability for 2019 and 2018 is summarized in the following table.
|
|
|
|
|
|
|
|
|
Dollar amounts in millions
|
Year ended December 31,
|
2019
|
|
2018
|
Beginning balance
|
$
|
12
|
|
|
$
|
11
|
|
Accretion expense
|
1
|
|
|
1
|
|
Adjusted to expense during the year
|
(2
|
)
|
|
2
|
|
Adjusted to other operating credits and charges, net
|
—
|
|
|
(1
|
)
|
Ending balance
|
$
|
11
|
|
|
$
|
12
|
|
Income Taxes
We account for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our Consolidated Financial Statements or tax returns. In estimating future tax consequences, we generally consider all expected future events other than the enactment of changes in tax laws or rates. The effect on deferred tax assets and liabilities of a change in tax rates will be recognized as income or expense in the period that includes the enactment date. Additionally, deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion of the deferred tax assets will not be realized.
We recognize liabilities for uncertain tax positions through a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of the available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation process, if any. The second step requires us to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as we determine the probability for various outcomes. We evaluate these uncertain tax provisions when new information becomes available. These revaluations are based upon factors including, but not limited to, changes in circumstances, changes in tax law, successful settlement of issues under audit, and new audit activity. Such a change in recognition or measurement could result in recognition of a tax benefit or an increase to the related provision.
We classify interest related to income tax liabilities or uncertain tax positions as interest expense or interest income and, if applicable, penalties are recognized as a component of income tax expense.
Redeemable Noncontrolling Interest
Redeemable noncontrolling interest in subsidiaries that is redeemable outside of our control is classified as mezzanine equity and measured at the greater of estimated redemption value at the end of each reporting period or the historical cost basis of the noncontrolling interest adjusted for cumulative earnings allocations. Net income attributed to noncontrolling interest is recorded in the Consolidated Statements of Income. Any adjustments to the redemption value of redeemable noncontrolling interest are recognized in accumulated paid-in capital. See Note 8 below for a further discussion of redeemable noncontrolling interest.
Stock-Based Compensation
We have stock award plans covering certain key employees and directors, which provide for awards of restricted stock, restricted stock units, performance stock units, stock-settled stock appreciation rights (SSARS), and stock options. In addition, we offer an Employee Stock Purchase Plan (“ESPP”) to employees.
The fair value of our restricted stock, restricted stock units, and performance stock units is the closing stock price of the Company’s common stock the day preceding the grant date.
Stock-based compensation expense for SSARS and stock options is estimated at the grant date based on an award’s fair value as calculated by the Black-Scholes option-pricing model and is recognized as expense over the requisite service period. The Black-Scholes model requires various highly judgmental assumptions, including expected volatility and option life. If any of the assumptions used in the Black-Scholes model change significantly, stock-based compensation expense for future grants may differ materially from that recorded in the current period related to options granted to date. In addition, we estimate the expected forfeiture rate and recognize expense for those shares expected to vest. We estimate the forfeiture rate based on historical experience. To the extent the actual forfeiture rate is different from the estimate, stock-based compensation expense is adjusted accordingly.
Foreign Currency Translation
The functional currency for our Canadian subsidiaries is the U.S. dollar. The books and records for these subsidiaries are maintained in the Canadian dollar. The financial statements of these foreign subsidiaries are remeasured into U.S. dollars using the historical exchange rate for property, plant, and equipment, timber and timberlands (related depreciation and amortization on both property, plant, and equipment and timber and timberlands), goodwill, and certain other non-monetary assets. We use the exchange rate at the balance sheet date for the remaining assets and liabilities, including deferred taxes. A weighted-average exchange rate is used for each period for revenues and expenses. These transaction gains or losses are recorded in “Other non-operating items” on the Consolidated Statements of Income.
The functional currencies of our Argentinean, Brazilian, Chilean, Columbian, and Peruvian subsidiaries are their respective local currencies, and therefore, their books and records are maintained in local currency. Translation adjustments, which are based upon the exchange rate at the balance sheet date for assets and liabilities and the weighted-average rate for the income statement, are recorded in “Accumulated comprehensive loss” in Stockholders’ equity on the Consolidated Balance Sheets.
Advertising costs
Advertising costs, which amounted to $28 million, $21 million and $19 million in 2019, 2018 and 2017, respectively, are principally expensed as incurred. Advertising costs include product displays, media production costs, agency fees, sponsorships, and cooperating advertising.
Customer Program Costs
Customer program costs and incentives, including rebates and promotion and volume allowances, are accounted for as a reduction in Net sales at the time the program is initiated and/or the revenue is recognized. These costs are recorded at the time of sale or 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. As of December 31, 2019 and 2018, we had $34 million and $30 million, respectively, accrued as customer rebates.
Other Operating Credits and Charges, Net
We classify significant amounts unrelated to ongoing core operating activities as “Other operating credits and charges, net” in the Consolidated Statements of Income. Such items include, but are not limited to, restructuring charges (including severance charges), charges to establish and maintain litigation or environmental reserves, product reserves, retirement charges, gains or losses from settlements with governmental or other organizations, and gains (loss) on the sale of long-lived assets. Due to the nature of these items, amounts in the income statement can fluctuate from year to year. The determination of which items are considered significant and unrelated to core operations is based upon management’s judgment.
Retirement Benefits
We are required to use actuarial methods and assumptions in the valuation of defined benefit obligations and the determination of expense. Difference between actual and expected results or changes in the values of the obligations
and plan assets are not recognized in earnings as they occur but, instead, systematically and gradually over subsequent periods. See Note 18 of the Notes to the Consolidated Financial Statements for further information.
Comprehensive Income
Comprehensive income consists of net income and other gains and losses affecting stockholders’ equity that are excluded from net income, including foreign currency translation adjustments, costs associated with pension or other post-retirement benefits that have not been recognized as components of net periodic benefit costs, and net unrealized gains or losses on securities and is presented in the accompanying Consolidated Statements of Comprehensive Income.
2. PRESENT AND PROSPECTIVE ACCOUNTING PRONOUNCEMENTS
New Accounting Standards Adopted
In February 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-02, "Leases (Topic 842)", which supersedes the lease accounting requirements in ASC Topic 840, "Leases." This update requires a dual approach for lessee accounting under which a lessee should account for leases as finance leases or operating leases. Both finance leases and operating leases result in the lessee recognizing a right-of-use asset and a corresponding lease liability on its balance sheet, with a differing methodology for income statement recognition. In July 2018, ASU 2018-10, "Codification Improvements to Topic 842, Leases," was issued to provide more detailed guidance and additional clarification for implementing ASU 2016- 02. Furthermore, in July 2018, the FASB issued ASU 2018-11, "Leases (Topic 842): Targeted Improvements," which provides an optional transition method in addition to the existing modified retrospective transition method by allowing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We adopted the standard on January 1, 2019, using this optional transition method and elected all practical expedients. See Note 11 below for further information.
In October 2016, the FASB issued ASU 2016-16, "Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory." The standard provides guidance that entities recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Consequently, the amendments eliminate the exception for an intra-entity transfer of an asset other than inventory. The new standard is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual periods beginning after December 15, 2019. We adopted this standard on January 1, 2019, and this adoption did not have a material impact on our consolidated results of operations and financial position.
Accounting Standards Issued But Not Yet Adopted
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326). This ASU sets forth a "current expected credit loss" (CECL) model, which requires the measurement of all expected credit losses for financial instruments or other assets (e.g., trade receivables), held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This ASU replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. ASU 2016-13 also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity's portfolio. This ASU is effective for annual reporting periods ending after December 15, 2019, using a modified retrospective approach. Management is evaluating the impact of ASU 2016-13 on the Company’s Consolidated Financial Statements.
In January 2017, the FASB issued ASU 2017-04, "Intangibles—Goodwill and Other (Topic 350)". The standard simplifies the accounting for goodwill impairments by eliminating step 2 from the goodwill impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The new standard is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. We do
not expect the adoption of this new standard to have a material impact on our consolidated results of operations and financial position.
In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement", which amends ASC 820 to add and remove disclosure requirements related to fair value measurement. The amendments include a new disclosure requirement for changes in unrealized gains or losses included in Other Comprehensive Income (OCI) for recurring Level 3 fair value measurements held at the end of the reporting period and the range and the weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The amendments eliminated disclosure requirements for the amount of and reasons for transfers between Level 1 and Level 2, valuation processes for Level 3 fair value measurements, and policy for timing of transfers between levels of the fair value hierarchy. In addition, the amendments modified certain disclosure requirements to provide clarification or to promote the appropriate exercise of discretion by entities. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods therein. Early adoption is permitted. We do not expect the adoption of this new standard to have a material impact on our consolidated results of operations and financial position.
In August 2018, the FASB issued ASU 2018-14, "Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans," which amends ASC 715 to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. The amended guidance modifies the disclosure requirements for employers that sponsor defined benefit pension or other post-retirement plans by removing and adding certain disclosures for these plans. The eliminated disclosures include (a) the amounts in accumulated OCI expected to be recognized in net periodic benefit costs over the next fiscal year, and (b) the effects of a one percentage point change in assumed health care cost trend rates on the net periodic benefit costs and the benefit obligation for post-retirement health care benefits. Additional disclosures include descriptions of significant gains and losses affecting the benefit obligation for the period. The amended guidance is effective for fiscal years ending after December 15, 2020. Early adoption is permitted. The adoption of this guidance will modify our disclosures but is not expected to have a material effect on our Consolidated Financial Statements.
In August 2018, the FASB issued ASU 2018-15, "Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract," which provides additional guidance on the accounting for costs of implementation activities performed in a cloud computing arrangement that is a service contract. The amendments require an entity in such arrangements to account for implementation costs in the same manner as internal-use software as outlined in ASC 350. The amended guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. Management is evaluating the impact of ASU 2018-15 on the Company’s Consolidated Financial Statements.
3. REVENUE
The following table presents our reportable segment revenues, disaggregated by revenue source. We disaggregate revenue from contracts with customers into major product lines. We have determined that disaggregating revenue into these categories achieves the disclosure objective to depict 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 20 below, our reportable segments are: Siding, OSB, EWP, and South America.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2019
|
By Product type and family:
|
Siding
|
|
OSB
|
|
EWP
|
|
South America
|
|
Other
|
|
Inter-segment
|
|
Total
|
Value-add
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SmartSide® Strand siding
|
$
|
797
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
816
|
|
SmartSide® Fiber siding
|
101
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
101
|
|
CanExel® siding
|
46
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46
|
|
OSB - Structural Solutions
|
1
|
|
|
381
|
|
|
8
|
|
|
138
|
|
|
—
|
|
|
—
|
|
|
528
|
|
LVL
|
—
|
|
|
—
|
|
|
142
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
141
|
|
LSL
|
—
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50
|
|
I-joist
|
—
|
|
|
—
|
|
|
137
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
137
|
|
|
$
|
945
|
|
|
$
|
381
|
|
|
$
|
337
|
|
|
$
|
156
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
1,819
|
|
Commodity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OSB - commodity
|
9
|
|
|
387
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
394
|
|
Plywood
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
9
|
|
|
387
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
419
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other products
|
9
|
|
|
9
|
|
|
31
|
|
|
3
|
|
|
20
|
|
|
—
|
|
|
72
|
|
|
$
|
963
|
|
|
$
|
777
|
|
|
$
|
396
|
|
|
$
|
159
|
|
|
$
|
20
|
|
|
$
|
(5
|
)
|
|
$
|
2,310
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2018
|
By Product type and family:
|
Siding
|
|
OSB
|
|
EWP
|
|
South America
|
|
Other
|
|
Inter-segment
|
|
Total
|
Value-add
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SmartSide® Strand siding
|
$
|
725
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
746
|
|
SmartSide® Fiber siding
|
106
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
106
|
|
CanExel® siding
|
37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37
|
|
OSB - Structural Solutions
|
23
|
|
|
551
|
|
|
14
|
|
|
135
|
|
|
—
|
|
|
—
|
|
|
723
|
|
LVL
|
—
|
|
|
—
|
|
|
141
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
141
|
|
LSL
|
—
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59
|
|
I-joist
|
—
|
|
|
—
|
|
|
122
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
122
|
|
|
891
|
|
|
551
|
|
|
336
|
|
|
157
|
|
|
—
|
|
|
—
|
|
|
1,935
|
|
Commodity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OSB - commodity
|
39
|
|
|
746
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
795
|
|
Plywood
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
39
|
|
|
746
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
824
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other products
|
12
|
|
|
8
|
|
|
34
|
|
|
4
|
|
|
11
|
|
|
—
|
|
|
69
|
|
|
$
|
942
|
|
|
$
|
1,305
|
|
|
$
|
409
|
|
|
$
|
161
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
2,828
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2017
|
By Product type and family:
|
Siding
|
|
OSB
|
|
EWP
|
|
South America
|
|
Other
|
|
Inter-segment
|
|
Total
|
Value-add
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SmartSide® Strand siding
|
$
|
646
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
662
|
|
SmartSide® Fiber siding
|
111
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
111
|
|
CanExel® siding
|
49
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49
|
|
OSB - Structural Solutions
|
—
|
|
|
525
|
|
|
13
|
|
|
132
|
|
|
—
|
|
|
—
|
|
|
670
|
|
LVL
|
—
|
|
|
—
|
|
|
144
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
144
|
|
LSL
|
—
|
|
|
—
|
|
|
47
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47
|
|
I-joist
|
—
|
|
|
—
|
|
|
117
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
117
|
|
|
807
|
|
|
525
|
|
|
321
|
|
|
152
|
|
|
—
|
|
|
(4
|
)
|
|
1,801
|
|
Commodity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OSB - commodity
|
67
|
|
|
766
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
|
|
842
|
|
Plywood
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
67
|
|
|
766
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
868
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other products
|
10
|
|
|
12
|
|
|
28
|
|
|
3
|
|
|
12
|
|
|
—
|
|
|
66
|
|
|
$
|
884
|
|
|
$
|
1,303
|
|
|
$
|
384
|
|
|
$
|
155
|
|
|
$
|
12
|
|
|
$
|
(4
|
)
|
|
2,734
|
|
Revenue is recognized when obligations under the terms of a contract (purchase orders) with our customers are satisfied; generally, this occurs with the transfer of control of our products. 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. We recognize revenue as of a point in time.
During 2019, 2018 and 2017, our top ten customers accounted for approximately 42%, 44% and 46% of our sales, respectively, in the aggregate. No individual customer exceeded 10% of our sales in 2019, 2018, or 2017.
Our businesses routinely incur customer program costs to obtain favorable product placement, to promote sales of products and to maintain competitive pricing. Customer program costs and incentives, including rebates and promotion and volume allowances, are accounted for as deductions from net sales at the time the program is initiated. These reductions from revenue are recorded at the time of sale or 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 management’s estimates of customer volume achievement and other factors incorporated into customer agreements, such as new product purchases, store sell-through, and merchandising support. Management adjusts accruals when circumstances indicate (typically as a result of a change in volume expectations). As of December 31, 2019 and 2018, we accrued $34 million and $30 million, respectively, as customer rebates recorded in Accounts payable and accrued liabilities on our Consolidated Balance Sheets.
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. The amount of consignment inventory as of December 31, 2019 and 2018, was $12 million and $10 million, respectively.
|
|
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: recurring—measured on a periodic basis and 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.
|
Assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 and 2018, are summarized in the following tables.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar amounts in millions
|
December 31,
2019
|
|
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
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
Trading securities
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar amounts in millions
|
December 31,
2018
|
|
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
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6
|
|
Trading securities
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
Due to the lack of observable market quotations on a portion of our ARS portfolio, we evaluate the structure of our ARS holdings and current market estimates of fair value, including fair value estimates from 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 our ARS investment portfolio is subject to uncertainties that are difficult to predict. Factors that may impact our 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 our Consolidated Balance Sheets. The rabbi trust holds assets attributable to the elections of certain management employees to defer the receipt of a portion of their compensation. 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 and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the twelve months ended December 31, 2019 and 2018.
|
|
|
|
|
Dollar amounts in millions
|
Available for
sale securities
|
Balance at December 31, 2017
|
$
|
6
|
|
Return of principal on ARS
|
—
|
|
Total realized/unrealized gains
|
—
|
|
Balance at December 31, 2018
|
6
|
|
Return of principal on ARS
|
(1
|
)
|
Total realized/unrealized gains
|
—
|
|
Balance at December 31, 2019
|
$
|
5
|
|
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. See discussion on fair market values for Long-term Debt included within Note 12 below.
5. 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 (stock options, SSARs, restricted stock or units, and performance stock units) be excluded from the calculation of diluted earnings per share for the periods in which losses from continuing operations are reported because the effect is anti-dilutive.
The following table sets forth the computation of basic and diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
Share amounts in millions
|
2019
|
|
2018
|
|
2017
|
Denominator for basic earnings per share:
|
|
|
|
|
|
Weighted average common shares outstanding
|
123
|
|
|
143
|
|
|
144
|
|
Effect of dilutive securities:
|
|
|
|
|
|
Dilutive effect of employee stock plans
|
—
|
|
|
1
|
|
|
2
|
|
Dilutive potential common shares
|
123
|
|
|
144
|
|
|
146
|
|
Denominator for diluted earnings per share:
|
|
|
|
|
|
Adjusted weighted average shares
|
123
|
|
|
144
|
|
|
146
|
|
For the year ended December 31, 2019, approximately one million of the outstanding restricted stock and shares of common stock issuable upon exercise of outstanding stock option awards have been excluded from the calculation of diluted earnings per share because the net loss for the year ended December 31, 2019, causes such securities to be anti-dilutive.
|
|
6.
|
GOODWILL AND OTHER INTANGIBLE ASSETS
|
Changes in goodwill by segment for the year ended December 31, 2019 and 2018 are provided in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar amounts in millions
|
Siding
|
OSB
|
Other
|
Total
|
Balance December 31, 2017
|
$
|
—
|
|
$
|
16
|
|
$
|
—
|
|
$
|
16
|
|
Additions
|
—
|
|
—
|
|
—
|
|
—
|
|
Balance December 31, 2018
|
$
|
—
|
|
$
|
16
|
|
$
|
—
|
|
$
|
16
|
|
Additions (see Note 8)
|
4
|
|
—
|
|
10
|
|
14
|
|
Balance December 31, 2019
|
$
|
4
|
|
$
|
16
|
|
$
|
10
|
|
$
|
30
|
|
Changes in other intangible assets for the year ended December 31, 2019 and 2018 are provided in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar amounts in millions
|
Timber Licenses
|
Developed Technology
|
Trademark
|
Total Other Intangibles
|
Balance December 31, 2017
|
$
|
44
|
|
$
|
11
|
|
$
|
—
|
|
$
|
55
|
|
Amortization
|
(3
|
)
|
(1
|
)
|
—
|
|
(4
|
)
|
Balance December 31, 2018
|
41
|
|
10
|
|
—
|
|
51
|
|
Additions (see Note 8)
|
—
|
|
12
|
|
3
|
|
15
|
|
Amortization
|
(3
|
)
|
(2
|
)
|
—
|
|
(5
|
)
|
Balance December 31, 2019
|
$
|
38
|
|
$
|
20
|
|
$
|
3
|
|
$
|
61
|
|
Included in the balance of timber licenses are values allocated to Canadian forest licenses whose initial value of $91 million and is amortized over the estimated useful life of twenty to twenty-five years. Amortization expense related to definite-lived intangible assets was $5 million, $4 million and $3 million for the years ended December 31, 2019, 2018 and 2017, respectively.
Developed technology is included in Goodwill and other intangible assets on the Consolidated Balance Sheets.
Amortization of the above intangible assets will be $5 million per year over the next five years.
|
|
7.
|
INVESTMENTS IN AND ADVANCES TO AFFILIATES
|
At December 31, 2019 and 2018, we had an investment in a joint venture with Resolute Forest Products, Inc. to operate jointly owned I-Joist facilities in Quebec (Resolute-LP). Each partner owns 50% of the venture. We both sell products and raw materials to Resolute-LP, and purchase products for resale from Resolute-LP. We eliminate profits on these sales and purchases, to the extent the inventory has not been sold through to third parties, based on its 50% interest. For the years ended December 31, 2019, 2018 and 2017, we sold $12 million, $17 million and $16 million of products to Resolute-LP and purchased $70 million, $58 million and $60 million of I-Joists from Resolute-LP.
Included in our Consolidated Balance Sheets at December 31, 2019 and 2018, are $4 million in accounts receivable associated with Resolute-LP. For the years ended December 31, 2019 and 2018, we received $11 million and $3 million, respectively, in dividends from Resolute-LP. We classified the receipt of these cash dividends as cash flows from operations. Our cumulative equity in earnings from Resolute-LP exceeds the cumulative distributions received; therefore, the dividends were deemed to be a return on our investment and not a return of our investment.
We are the exclusive distributor of the I-Joists produced and sold by the joint venture, and it is considered an integral part of our operations. We are classifying the income from the joint venture as a reduction in cost of sales. LP recorded income from affiliates of $11 million in 2019, $2 million in 2018, and $4 million in 2017.
8. ACQUISITIONS
Acquisitions have been accounted for as business combinations using the acquisition method and, accordingly, the results of operations of the acquired businesses have been included in our Consolidated Financial Statements since their dates of acquisition. Asset acquisitions have been accounted for under ASU 2017-01. The assets and liabilities of these businesses were recorded in the financial statements at their estimated fair values as of the acquisition dates.
During the year ended December 31, 2018, we invested $45 million in a start-up design, engineering, and manufacturing company that provides off-site framing for both residential and commercial construction. This investment was recorded as an equity investment based upon the joint control of Entekra. We own 82% of the A units (preferred units) and 55% of the B units (common units) of this entity. Our portion of the earnings and losses of Entekra was included in our Consolidated Statement of Income as "Equity in unconsolidated affiliates" for the year ended December 31, 2018.
During the first quarter of 2019, we obtained a controlling interest in Entekra. Entekra's results of operations have been fully consolidated for periods after December 31, 2018, and we established a redeemable noncontrolling interest related to the minority holders. Due to the pre-existing ownership interest in Entekra, this acquisition was accounted for as a step acquisition in accordance with ASC 805, "Business Combinations." We recognized a gain of $14 million, recorded within Other non-operating items on our Consolidated Statements of Income in connection with this transaction to record our ownership interest in Entekra at fair value on the acquisition date.
Including our previously owned interest, we acquired net assets of $56 million, consisting of $41 million in current assets (including $40 million in cash), $6 million in fixed assets, $25 million of goodwill and other intangible assets less $1 million in current liabilities and $15 million in non-controlling interest.
During the second quarter of 2019, we acquired certain assets and liabilities of a pre-finishing siding company located in Wisconsin. The purchase resulted in goodwill of $4 million.
During the fourth quarter of 2019, we acquired certain assets of an Illinois pre-finishing facility. The purchase resulted in $3 million of property, plant, and equipment.
9. NONCONTROLLING INTERESTS
Redeemable noncontrolling interest is interest in subsidiaries that is redeemable outside of our control either for cash or other assets. These interests are classified as mezzanine equity and measured at the greater of estimated redemption value or carrying value at the end of each reporting period. Net income attributed to noncontrolling interest is recorded in the Consolidated Statements of Income. Any adjustments to the redemption value of redeemable noncontrolling interest are recognized in either net income or through accumulated paid-in capital, depending on the nature of the underlying security (preferred or common units).
The components of redeemable noncontrolling interests are as follows:
|
|
|
|
|
|
|
|
|
|
December 31,
|
Dollar amounts in millions
|
2019
|
|
2018
|
Beginning balance
|
$
|
—
|
|
|
$
|
—
|
|
Purchase of redeemable common and preferred units
|
15
|
|
|
—
|
|
Net loss attributable to redeemable noncontrolling interest
|
(5
|
)
|
|
—
|
|
Adjustment to redemption value
|
—
|
|
|
—
|
|
Ending balance
|
$
|
10
|
|
|
$
|
—
|
|
Income Tax Provision
The components of income from continuing operations before income taxes, including equity in unconsolidated affiliates, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
Dollar amounts in millions
|
2019
|
|
2018
|
|
2017
|
Domestic
|
$
|
18
|
|
|
$
|
359
|
|
|
$
|
342
|
|
Foreign
|
(41
|
)
|
|
162
|
|
|
168
|
|
Total
|
$
|
(23
|
)
|
|
$
|
521
|
|
|
$
|
510
|
|
The following presents the components of our income tax provision (benefit) from continuing operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
Dollar amounts in millions
|
2019
|
|
2018
|
|
2017
|
Current tax provision (benefit):
|
|
|
|
|
|
U.S. federal
|
$
|
(5
|
)
|
|
$
|
55
|
|
|
$
|
106
|
|
State and local
|
(1
|
)
|
|
8
|
|
|
4
|
|
Foreign
|
(17
|
)
|
|
32
|
|
|
8
|
|
Net current tax provision (benefit)
|
(23
|
)
|
|
95
|
|
|
118
|
|
Deferred tax provision (benefit):
|
|
|
|
|
|
U.S. federal
|
7
|
|
|
11
|
|
|
(19
|
)
|
State and local
|
(1
|
)
|
|
6
|
|
|
8
|
|
Foreign
|
5
|
|
|
11
|
|
|
38
|
|
Net valuation allowance increase (decrease)
|
(1
|
)
|
|
(1
|
)
|
|
(26
|
)
|
Net deferred tax provision
|
10
|
|
|
27
|
|
|
1
|
|
Total income tax provision (benefit)
|
$
|
(13
|
)
|
|
$
|
122
|
|
|
$
|
119
|
|
We paid income taxes, net of refunds, of $20 million, $90 million, and $143 million during 2019, 2018, and 2017, respectively. Included in our Consolidated Balance Sheets at December 31, 2019, are net income tax receivables of $35 million, and at December 31, 2018, we had a net income tax payable of $5 million.
Deferred Taxes
The tax effects of significant temporary differences creating deferred tax assets and liabilities were as follows:
|
|
|
|
|
|
|
|
|
|
December 31,
|
Dollar amounts in millions
|
2019
|
|
2018
|
Accrued liabilities
|
$
|
18
|
|
|
$
|
22
|
|
Pension and post-retirement benefits
|
7
|
|
|
8
|
|
Share-based compensation
|
5
|
|
|
5
|
|
Benefit relating to capital loss, NOL carryforwards, and credit carryforwards
|
28
|
|
|
16
|
|
Inventories
|
7
|
|
|
8
|
|
Market value write-down of ARS
|
3
|
|
|
3
|
|
Operating lease liabilities
|
6
|
|
|
—
|
|
Valuation allowance
|
(11
|
)
|
|
(12
|
)
|
Other
|
8
|
|
|
13
|
|
Total deferred tax assets
|
71
|
|
|
63
|
|
Property, plant, and equipment
|
(121
|
)
|
|
(111
|
)
|
Timber and timberlands
|
(10
|
)
|
|
(10
|
)
|
Operating lease assets
|
(6
|
)
|
|
—
|
|
Investment in Entekra
|
(6
|
)
|
|
—
|
|
Total deferred tax liabilities
|
(143
|
)
|
|
(121
|
)
|
Net deferred tax liabilities
|
$
|
(72
|
)
|
|
$
|
(58
|
)
|
Balance sheet classification
|
|
|
|
Long-term deferred tax asset
|
1
|
|
|
4
|
|
Long-term deferred tax liability
|
(73
|
)
|
|
(62
|
)
|
|
$
|
(72
|
)
|
|
$
|
(58
|
)
|
The benefit relating to capital loss, net operating loss (NOL) and credit carryforwards included in the above table at December 31, 2019 consists of:
|
|
|
|
|
|
|
|
|
|
|
|
Dollar amounts in millions
|
Net Operating Loss
|
Benefit Amount
|
Valuation Allowance
|
Expiration Beginning in
|
Federal NOL carryforwards
|
$
|
11
|
|
$
|
2
|
|
$
|
—
|
|
No expiration
|
State NOL carryforwards
|
266
|
|
10
|
|
—
|
|
2021
|
Brazil NOL carryforwards
|
3
|
|
1
|
|
—
|
|
No expiration
|
Canadian NOL carryforwards
|
20
|
|
5
|
|
—
|
|
2040
|
State credit carryforwards
|
|
1
|
|
—
|
|
2020
|
Canadian capital loss carryforwards
|
|
5
|
|
(5
|
)
|
No expiration
|
Canadian credit carryforwards
|
|
4
|
|
—
|
|
2020
|
|
|
$
|
28
|
|
$
|
(5
|
)
|
|
We periodically review the need for valuation allowances against deferred tax assets and recognize these deferred tax assets to the extent that their realization is more likely than not. As part of our review, we consider all positive and negative evidence, including earnings history, the future reversal of deferred tax liabilities, and the relevant expirations of carryforwards. We believe that the valuation allowances provided are appropriate. If future years’ earnings differ from the estimates used to establish these valuation allowances, or other objective positive or negative evidence arises, we may be required to record an adjustment resulting in an impact on tax provision
(benefit) for that period.
As of December 31, 2019, certain of our foreign subsidiaries had accumulated undistributed earnings of approximately $113 million. These earnings have been, and are intended to be, indefinitely reinvested in our foreign operations, and we expect future U.S. cash generation to be sufficient to meet our future U.S. cash needs. As a result, no deferred taxes have been recorded with respect to the difference between the financial accounting value and the tax basis in these subsidiaries.
Since most of these earnings have previously been subject to the one-time U.S. transition tax on foreign earnings required by the 2017 Tax Act, they are eligible to be repatriated without additional US tax. Any additional taxes due with respect to such earnings, if repatriated to the U.S., would generally be limited to foreign withholding taxes, which we estimate could be up to $22 million.
Tax Rate Reconciliation
The following table summarizes the differences between the U.S. federal statutory tax rates and the total effective tax rates from continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
2019
|
|
2018
|
|
2017
|
Income from continuing operations before income taxes, including equity in unconsolidated affiliates
|
$
|
(23
|
)
|
|
$
|
521
|
|
|
$
|
510
|
|
|
|
|
|
|
|
U.S. federal tax rate
|
21
|
%
|
|
21
|
%
|
|
35
|
%
|
State and local income taxes
|
11
|
|
|
3
|
|
|
2
|
|
Effect of foreign tax rates
|
9
|
|
|
2
|
|
|
(3
|
)
|
Effect of foreign exchange on functional currencies
|
(4
|
)
|
|
(1
|
)
|
|
1
|
|
Tax credits
|
8
|
|
|
(1
|
)
|
|
(1
|
)
|
Noncontrolling interest
|
(4
|
)
|
|
—
|
|
|
—
|
|
Stock-based compensation
|
5
|
|
|
(1
|
)
|
|
—
|
|
Domestic manufacturing deduction
|
—
|
|
|
—
|
|
|
(2
|
)
|
Capital gain tax rate differential
|
5
|
|
|
—
|
|
|
—
|
|
Inflationary adjustment
|
5
|
|
|
—
|
|
|
—
|
|
Valuation allowance
|
8
|
|
|
—
|
|
|
(6
|
)
|
Uncertain tax positions
|
(7
|
)
|
|
—
|
|
|
1
|
|
Effect of U.S. federal rate change on deferred taxes
|
—
|
|
|
(1
|
)
|
|
(3
|
)
|
Other, net
|
1
|
|
|
1
|
|
|
(1
|
)
|
Effective tax rate (%)
|
58
|
%
|
|
23
|
%
|
|
23
|
%
|
We are subject to U.S. federal income tax as well as income taxes of multiple state jurisdictions. Our foreign subsidiaries are subject to income tax in Canada, Chile, Peru, Brazil, Colombia, and Argentina.
We generally remain subject to U.S. federal and state examinations for tax years 2016 and subsequent. In addition to the U.S., we have tax years that remain open and subject to examination by tax authorities in the following major tax jurisdictions: Brazil and Chile for tax years 2014 and subsequent and Canada for tax years 2015 and subsequent. Our tax returns are currently under examination by tax authorities in Canada for years 2017 and 2018 and in Chile for years 2016 through 2018.
Under U.S. GAAP, we are allowed to make an accounting policy election relating to the inclusion of Global Intangible Low-Taxed Income ("GILTI") to treat taxes due on future U.S. income inclusions in taxable income related to GILTI as either (1) a current period expense (the "period cost method") or (2) factoring in such amounts into our measurement of deferred taxes (the "deferred method"). We have elected to treat taxes due on future U.S.
inclusions in taxable income related to GILTI as a current period expense when incurred using the period cost method.
Uncertain Tax Positions
In accordance with the accounting for uncertain tax positions, the following is a tabular reconciliation of the total amount of unrecognized tax benefits at the beginning and end of the years presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
Dollar amounts in millions
|
2019
|
|
2018
|
|
2017
|
Beginning balance
|
$
|
41
|
|
|
$
|
40
|
|
|
$
|
40
|
|
Increases:
|
|
|
|
|
|
Tax positions taken in current year
|
1
|
|
|
1
|
|
|
—
|
|
Tax positions taken in prior years
|
—
|
|
|
1
|
|
|
1
|
|
Decreases:
|
|
|
|
|
|
Tax positions taken in current year
|
—
|
|
|
—
|
|
|
—
|
|
Tax positions taken in prior years
|
—
|
|
|
—
|
|
|
(1
|
)
|
Settlements during the year
|
(4
|
)
|
|
(1
|
)
|
|
—
|
|
Lapse of statute in current year
|
—
|
|
|
—
|
|
|
—
|
|
Ending balance
|
$
|
38
|
|
|
$
|
41
|
|
|
$
|
40
|
|
Included in the above balances at December 31, 2019, is $37 million of tax benefits that, if recognized, would affect our effective tax rate. We accrued $1 million of interest and paid $2 million of interest during 2019 and accrued no interest and paid no interest during 2018. In total, we have recognized a liability of $2 million and $3 million for accrued interest related to our uncertain tax positions as of December 31, 2019 and 2018, respectively.
Over the next twelve months, it is reasonably possible that total unrecognized tax benefits will be reduced by up to $33 million as a result of the closure of tax examinations and expiring statutes of limitations.
On January 1, 2019, we adopted ASU 2016-02, "Leases (Topic 842)" (ASC 842), which supersedes the lease accounting requirements in ASC Topic 840, "Leases." The new standard requires entities to recognize, separately from each other, an asset for its right to use (ROU) the underlying asset equal to the liability for its finance and operating lease obligations. Further, the Company is required to present the current and non-current portion of the ROU asset and corresponding lease liability separately.
In July 2018, the FASB issued ASU 2018-11, "Leases (Topic 842) Targeted Improvements", which provides an additional (and optional) transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard. We have elected to adopt this optional transition method.
Our lease portfolio consists primarily of real estate, mobile equipment at our manufacturing facilities, rail cars to transport our products, and a fleet of vehicles. We determine if an arrangement is a lease at contract inception. A lease exists when a contract conveys to the customer the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration.
As part of our adoption of ASC 842, we have also elected to apply the following practical expedients as permitted under the new standard:
|
|
•
|
Package of practical expedients - We did not reassess whether expiring or existing contracts contain a lease, we
|
did not reassess the classification of expired or existing leases, and we did not reassess whether lease initial direct costs would qualify for capitalization under the new lease accounting standard.
|
|
•
|
Lease and non-lease components as lessee - For leases across all asset classes in which we are a lessee, we did not separate non-lease components from lease components and instead accounted for each separate lease component and the non-lease components associated with that lease component as a single lease component.
|
|
|
•
|
Short-term leases - We have elected not to recognize ROU assets and lease liabilities for short-term leases across all asset classes that have a lease term of 12 months or less. We recognize the lease payments associated with our short-term leases as an expense on a straight-line basis over the lease term.
|
As most of our leases do not provide an implicit rate, we used our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The lease term for all of our leases includes the non-cancellable period of the lease plus any additional periods covered by either an option to extend (or not to terminate) the lease that we are reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.
As of December 31, 2019, our weighted-average discount rates were five percent and four percent for operating and finance leases, respectively. As of December 31, 2019, our weighted-average remaining lease terms were 12 and 3 years for operating and finance leases, respectively.
Our operating and finance leases are included in our December 31, 2019, Consolidated Balance Sheet and Consolidated Statement of Income as follows:
|
|
|
|
|
|
|
|
|
|
Classification
|
|
|
Consolidated Balance Sheet
|
|
|
|
|
Assets:
|
|
|
|
|
Operating lease assets
|
|
Operating lease assets
|
|
$
|
44
|
|
Finance lease assets
|
|
Property, plant, and equipment, net
|
|
1
|
|
Total lease assets
|
|
|
|
$
|
45
|
|
Liabilities:
|
|
|
|
|
Current
|
|
|
|
|
Operating
|
|
Accounts payable and accrued liabilities
|
|
$
|
8
|
|
Finance
|
|
Current portion of long-term debt
|
|
—
|
|
Non-current
|
|
|
|
|
Operating
|
|
Non-current operating lease liabilities
|
|
36
|
|
Finance
|
|
Long-term debt, excluding current portion
|
|
1
|
|
Total lease liabilities
|
|
|
|
$
|
45
|
|
|
|
|
|
|
|
|
|
|
|
Classification
|
|
|
Consolidated Statement of Income
|
|
|
|
|
Lease Cost:
|
|
|
|
|
Operating lease cost
|
|
Cost of sales and Selling, general and administrative expenses
|
|
$
|
10
|
|
Finance lease cost
|
|
|
|
|
Amortization of leased assets
|
|
Cost of sales
|
|
—
|
|
Interest on lease liabilities
|
|
Interest expense
|
|
—
|
|
Total lease cost
|
|
|
|
$
|
10
|
|
For the year ended December 31, 2019, we incurred short-term lease and variable lease costs of $31 million, and we made cash payments of $9 million in operating leases.
We obtained ROU assets in exchange for new operating and finance lease liabilities of $47 million and $1 million, respectively, for the year ended December 31, 2019.
The following table sets forth the minimum lease payments that are expected to be made in each of the years indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity of Lease Liabilities
|
|
Operating Leases
|
|
Finance Leases
|
|
Total
|
2020
|
|
$
|
11
|
|
|
$
|
1
|
|
|
$
|
12
|
|
2021
|
|
8
|
|
|
—
|
|
|
8
|
|
2022
|
|
6
|
|
|
—
|
|
|
6
|
|
2023
|
|
3
|
|
|
—
|
|
|
3
|
|
2024
|
|
2
|
|
|
—
|
|
|
2
|
|
2025 and thereafter
|
|
29
|
|
|
—
|
|
|
29
|
|
Total lease payments
|
|
59
|
|
|
1
|
|
|
60
|
|
Less: Interest
|
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
Present value of lease liabilities
|
|
$
|
44
|
|
|
$
|
1
|
|
|
$
|
45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
Dollar amounts in millions
|
2019
|
|
2018
|
|
Interest Rate
|
|
Principal
|
|
Unamortized Debt Costs
|
|
Total
|
|
Principal
|
|
Unamortized Debt Costs
|
|
Total
|
Debentures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior unsecured notes, maturing 2024, interest rates fixed
|
4.875
|
%
|
|
$
|
350
|
|
|
$
|
(3
|
)
|
|
$
|
347
|
|
|
$
|
350
|
|
|
$
|
(4
|
)
|
|
$
|
346
|
|
Bank credit facilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chilean term credit facility, matured 2019, interest rates fixed
|
UF+3.9%
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
Other financing:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing leases
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Total
|
|
|
351
|
|
|
(3
|
)
|
|
348
|
|
|
356
|
|
|
(4
|
)
|
|
352
|
|
Less: current portion
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
Long-term portion
|
|
|
$
|
351
|
|
|
$
|
(3
|
)
|
|
$
|
348
|
|
|
$
|
351
|
|
|
$
|
(4
|
)
|
|
$
|
347
|
|
In June 2019, we entered into an amended and restated credit agreement with various lenders and American AgCredit, PCA, as administrative agent and CoBank, ACB, as a letter of credit issuer. The credit agreement provides for a $350 million revolving credit facility, with a $60 million sub-limit for letters of credit. The credit facility terminates, and all loans made under the credit agreement become due on June 27, 2024. As of December 31, 2019 and 2018, no revolving borrowings were outstanding under the credit facility. Certain of LP’s existing and future wholly-owned domestic subsidiaries may guaranty our obligations under the credit facility and, subject to certain limited exceptions, provide security through a lien on substantially all of the personal property of these subsidiaries. Revolving borrowings under the credit agreement accrue interest, at our option, at either a “base rate” plus a margin of 0.875% to 2.00% or LIBOR plus a margin of 1.875% to 3.00%. The credit agreement also includes an unused commitment fee, due quarterly, ranging from 0.3% to 0.6%. The applicable margins and fees within these ranges are based on our ratio of consolidated EBITDA to cash interest charges. The “base rate” is the highest of (i) the Federal funds rate plus 0.5%, (ii) the U.S. prime rate, and (iii) one month LIBOR plus 1.0%.
The credit agreement contains various restrictive covenants and customary events of default. The credit agreement also contains a financial covenant that requires the Company and its consolidated subsidiaries to have, as of the end of each quarter, a capitalization ratio (i.e., funded debt to total capitalization) of no more than 50%. As of December 31, 2019, we were in compliance with all financial covenants under the credit agreement.
In September 2016, we issued $350 million aggregate principal amount of the 2024 Senior Notes, which mature on September 15, 2024. We may, at our option on one or more occasions, redeem all or any portion of these notes at the redemption prices set forth in the indenture governing the 2024 Senior Notes, plus accrued and unpaid interest, if any, to, but not including, the date of redemption. The indenture governing the 2024 Senior Notes contains certain covenants that, among other things, limit our ability to grant liens to secure indebtedness, engage in sale and leaseback transactions and merge or consolidate or sell all or substantially all of our assets. If we are subject to a "change of control," as defined in
the indenture, we are required to offer to repurchase the 2024 Senior notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, thereon to, but not including, the date of purchase. The indenture governing the 2024 Senior Notes contains customary events of default, including failure to make required payments on the 2024 Senior Notes, failure to comply with certain agreements or covenants contained in the indenture, failure to pay or acceleration of certain other indebtedness and certain events of bankruptcy and insolvency. An event of default in the indenture allows either the indenture trustee or the holders of at least 25% in aggregate principal amount of the then-outstanding 2024 Senior Notes to accelerate, or in certain cases, automatically causes the acceleration of, the amounts due under the 2024 Senior Notes.
The weighted average interest rate for all long-term debt at December 31, 2019 and 2018, was approximately 4.9%. Required repayment of principal for long-term debt is as follows:
|
|
|
|
|
Dollar amounts in millions
|
|
Years ending December 31,
|
|
2020
|
$
|
—
|
|
2021
|
1
|
|
2022
|
—
|
|
2023
|
—
|
|
2024
|
350
|
|
2025 and after
|
—
|
|
Total
|
$
|
351
|
|
Deferred debt costs are amortized over the life of the related debt using a straight-line basis, which approximates the effective interest method. We amortized deferred debt costs of $2 million, $1 million and $1 million for the years ended December 31, 2019, 2018 and 2017, respectively. Included in these amortized amounts are deferred debt costs associated with our current line of credit, which is recorded within "Other assets" on our Consolidated Balance Sheets.
We estimated the 2024 Senior Notes to have a fair value of $362 million and $338 million at December 31, 2019 and 2018, respectively, based upon market quotations. Our 2024 Senior Notes and other long-term debt were categorized as Level 1 in the U.S. GAAP fair value hierarchy. Fair values were based on trading activity among the Company’s lenders and the average bid and ask price as determined using published rates.
13. STOCKHOLDERS' EQUITY
Preferred Stock
We are authorized to issue up to 15,000,000 shares of preferred stock at $1.00 par value. At December 31, 2019, no shares of preferred stock have been issued.
Stock Award Plan
We have a stock-based compensation plan under which stock options, SSARs, restricted stock, restricted stock units, and performance stock units are granted. At December 31, 2019, approximately 3 million shares were available under the current plan for these awards.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
Dollar amounts in millions
|
2019
|
|
2018
|
|
2017
|
Total stock-based compensation expense (costs of sales, selling, general and administrative and other operating credits and charges, net)
|
$
|
9
|
|
|
$
|
8
|
|
|
$
|
10
|
|
Income tax benefit related to stock-based compensation
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
1
|
|
Impact on cash flow due to taxes paid related to net share settlement of equity awards
|
$
|
(5
|
)
|
|
$
|
(9
|
)
|
|
$
|
(6
|
)
|
We recognize the compensation costs on a straight-line basis over the requisite service period of the award, which is generally the vesting term of three years.
SSARs
Prior to January 1, 2018, we granted SSARs to key employees. On exercise, we generally issue these shares from treasury. The SSARs are granted at market price at the date of grant. SSARs become exercisable over three years and expire ten years after the date of grant. Fair values are estimated using the Black-Scholes option-pricing model. The following table summarizes the grant-date fair value of options and SSARs and the assumptions used to develop the fair value estimates for options and SSARs granted during the year ended December 31, 2017:
|
|
|
|
|
Weighted average grant-date fair value of options
|
$
|
8.02
|
|
Risk-free interest rate
|
2.1
|
%
|
Expected volatility
|
41.0
|
%
|
Expected life (in years)
|
6
|
|
The Company’s estimate of expected volatility for stock options and SSARs is based upon our historical stock prices. We base the risk-free interest rate on U.S. Treasury issues with an equivalent term. The expected life is an estimate of the number of years an award is expected to be outstanding and was determined based on the historical experience of other awards.
Restricted Shares, Restricted Stock Units, and Performance Stock Units
We grant time-vested restricted stock units and performance stock units to certain key employees and directors under our stock award plan. Generally, time-vested restricted stock units granted prior to January 1, 2020, are subject to cliff-vesting for a period of three years from the date of grant for employees and one year for directors. Performance stock units vest based upon the attainment of certain performance metrics over a three-year cumulative performance period. Certain of these awards are eligible to receive dividend equivalent shares. The market value of these awards approximates the grant date fair value of the awards. For awards based upon the achievement of the performance goals, the awards are earned ratably from 0% to 200%. If the performance goals are met at the end of the performance period, the award is adjusted to reflect LP's three-year total shareholder return ("TSR") performance relative to a capital market peer group. This TSR modifier can increase or decrease the award by 20%, although the TSR modifier cannot cause the award to exceed the maximum of 200%.
Summary of Stock Awards Outstanding
The following table summarizes stock awards as of December 31, 2019, as well as activity during the last year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options / SSARS
|
|
Restricted stock
|
|
Restricted Stock Units and Performance Stock Units
|
|
Number of Awards
|
|
Weighted
Average
Exercise Price
|
|
Number of Awards
|
|
Weighted Average Grant Date Fair Value
|
|
Number of Awards
|
|
Weighted Average Grant Date Fair Value
|
Outstanding at December 31, 2018
|
1,141,686
|
|
|
$
|
15.50
|
|
|
240,174
|
|
|
$
|
17.43
|
|
|
956,614
|
|
|
$
|
23.17
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
674,059
|
|
|
24.16
|
|
Exercised
|
(497,076
|
)
|
|
15.38
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Vested
|
—
|
|
|
—
|
|
|
(156,680
|
)
|
|
15.81
|
|
|
(356,161
|
)
|
|
18.57
|
|
Forfeited
|
(4,089
|
)
|
|
19.14
|
|
|
(4,526
|
)
|
|
19.14
|
|
|
(135,265
|
)
|
|
24.79
|
|
Outstanding at December 31, 2019
|
640,521
|
|
|
$
|
15.56
|
|
|
78,968
|
|
|
$
|
20.05
|
|
|
1,139,247
|
|
|
$
|
24.82
|
|
Vested and expected to vest at December 31, 2019(1)
|
640,521
|
|
|
$
|
15.56
|
|
|
75,020
|
|
|
$
|
20.05
|
|
|
1,048,862
|
|
|
$
|
24.82
|
|
Exercisable at December 31, 2019
|
570,473
|
|
|
$
|
15.13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Unrecognized compensation costs (in millions)
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
13
|
|
To be recognized over weighted-average period of years
|
|
|
0.1
|
|
|
|
|
0.1
|
|
|
|
|
1.5
|
|
_______________
|
|
(1)
|
Expected to vest based upon historical forfeiture rate
|
The aggregate intrinsic value of the stock options and SSARs represented in the above table is the total pre-tax intrinsic value (the difference between our closing stock price on the last trading day of 2019 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 December 31, 2019. This amount, $9 million, changes based on the market value of our stock, as reported by the New York Stock Exchange.
The intrinsic value of SSARs exercised in the years ended December 31, 2019, 2018, and 2017 was $13 million, $35 million, and $26 million, respectively. The total fair value of awards vested during the years ended December 31, 2019, 2018 and 2017, was $11 million, $8 million and $7 million, respectively.
Share Repurchase Program
In February 2019, we announced that our Board of Directors authorized a $600 million share repurchase program. We entered into an accelerated share repurchase (ASR) agreement with Goldman Sachs & Co. LLC to repurchase $400 million of our common stock. Under the ASR agreement, we received a delivery of approximately 16 million shares at an average price of $24.43 per share for the entire ASR program.
Additionally, we repurchased approximately nine million shares of our common stock at an average price of $26.60 per share through market purchases during 2019, thereby using all of the remaining capacity of the $600 million share repurchase program.
Employee Stock Purchase Plan
Our employee stock purchase plan (“ESPP”) provides our participating employees an opportunity to obtain shares of our common stock at a discount (through payroll deductions over three-month periods). At December 31, 2019, two million shares of common stock were reserved for issuance under the ESPP provisions.
14. OTHER OPERATING AND NON-OPERATING INCOME (EXPENSE)
Other operating income (expense)
The major components of “Other operating credits and charges, net” in the Consolidated Statements of Income for the years ended December 31 are reflected in the table below and described in the paragraphs following the table:
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar amounts in millions
|
Year ended December 31,
|
2019
|
|
2018
|
|
2017
|
Reorganization charges
|
$
|
(5
|
)
|
|
$
|
(10
|
)
|
|
$
|
—
|
|
Insurance and environment cost recoveries
|
9
|
|
|
8
|
|
|
—
|
|
Facility curtailment charges
|
(7
|
)
|
|
—
|
|
|
—
|
|
Adjustment to product-related warranty reserves
|
4
|
|
|
8
|
|
|
(5
|
)
|
Gain (loss) on sale of long-lived assets
|
(1
|
)
|
|
—
|
|
|
2
|
|
Other
|
(1
|
)
|
|
(4
|
)
|
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
2
|
|
|
$
|
(3
|
)
|
During 2019, we recognized a $4 million gain related to the reduction of product-related warranty reserves associated with CanExel® products and a gain of $9 million related to insurance recoveries on property damage. We also recognized $(5) million of severance and other charges related to certain reorganizations within the corporate offices, and $(7) million of severance and other charges associated with our curtailment of an OSB mill in British Columbia, Canada.
During 2018, we recognized a gain of $8 million related to the settlement of environmental costs to be paid by a third party associated with a non-operating site, and a gain of $8 million related to the reduction of product-related warranty reserves associated with CanExel® products. We also recognized $(10) million of severance and other charges related to certain reorganizations within the corporate offices and $(5) million related to property damage sustained.
During 2017, we recognized $(5) million of losses related to an increase in product-related warranty reserves associated with CanExel® products sold in specific geographic locations and for a specific time period. We also recognized a gain of $2 million on the sale of manufacturing facilities no longer used.
Non-operating income (expense)
Non-operating income (expense) is comprised of the following components:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
Dollar amounts in millions
|
2019
|
|
2018
|
|
2017
|
Interest expense
|
$
|
(18
|
)
|
|
$
|
(19
|
)
|
|
$
|
(20
|
)
|
Amortization of debt charges
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
Capitalized interest
|
1
|
|
|
4
|
|
|
2
|
|
Interest expense, net of capitalized interest
|
(19
|
)
|
|
(16
|
)
|
|
(19
|
)
|
Interest income
|
9
|
|
|
18
|
|
|
10
|
|
Gain on securities
|
—
|
|
|
1
|
|
|
—
|
|
SERP market adjustments
|
1
|
|
|
(1
|
)
|
|
1
|
|
Investment income
|
10
|
|
|
18
|
|
|
11
|
|
Net periodic pension cost, excluding service cost
|
(3
|
)
|
|
(4
|
)
|
|
(10
|
)
|
Foreign currency losses
|
(5
|
)
|
|
—
|
|
|
(4
|
)
|
Gain on acquisition of controlling interest
|
14
|
|
|
—
|
|
|
—
|
|
Other non-operating income
|
6
|
|
|
(4
|
)
|
|
(14
|
)
|
Total non-operating income (expense)
|
$
|
(3
|
)
|
|
$
|
(2
|
)
|
|
$
|
(23
|
)
|
15. IMPAIRMENT OF LONG-LIVED ASSETS
We review the carrying values of long-lived assets to be held and used for impairment whenever events or changes in circumstances indicate possible impairment. An impairment loss is recognized in "Impairment of long-lived assets" in Consolidated Statements of Income when a long-lived asset's carrying value is not recoverable (given assumptions on housing starts and growth rates) and exceeds estimated fair value.
During 2019, we recorded $92 million in pre-tax impairment charges of our non-operating and operating long-lived assets. Included within these impairment charges are $47 million related to non-operating assets located at Val-d’Or and St Michel, Quebec, Canada; Cook, Minnesota; and Silsbee, Texas; and $39 million related to an EWP facility producing LSL and OSB and $5 million related to a Siding facility that we expect to sell. These impairment charges reflect changes to anticipated usage of these facilities driven by market changes and improved operating efficiencies across our remaining facilities.
During 2018, we recorded an impairment of long-lived assets of $11 million associated with a facility that is anticipated to be sold.
During 2017, we recorded an impairment of long-lived assets of $9 million. This loss primarily related to a loss of $5 million associated with a facility that was previously held for sale and a loss of $4 million associated with manufacturing equipment, which is no longer being used.
16. COMMITMENTS AND CONTINGENCIES
We maintain reserves for various contingent liabilities as follows:
|
|
|
|
|
|
|
|
|
|
December 31,
|
Dollar amounts in millions
|
2019
|
|
2018
|
Environmental reserves
|
$
|
10
|
|
|
$
|
11
|
|
Other reserves
|
—
|
|
|
—
|
|
Total contingencies
|
10
|
|
|
11
|
|
Current portion
|
(2
|
)
|
|
(2
|
)
|
Long-term portion
|
$
|
8
|
|
|
$
|
9
|
|
Estimates of our 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 of the related contingencies are subject to substantial uncertainties. We regularly monitor our estimated exposure to contingencies and, as additional information becomes known, may change our estimates significantly. While no estimate of the range of any such change can be made at this time, the amount that we may ultimately pay in connection with these matters could materially exceed, in either the near term or the longer term, the amounts accrued to date. Our estimates of our loss contingencies do not reflect potential future recoveries from insurance carriers except to the extent that recovery may, from time to time, be deemed probable as a result of an insurer’s agreement to payment terms.
Environmental Proceedings
We are involved in a number of environmental proceedings and activities and may be wholly or partially responsible for known or unknown contamination existing at a number of other sites at which we have conducted operations or disposed of wastes. Based on the information currently available, management believes that any fines, penalties or other costs or losses resulting from these matters should not have a material effect on our financial position, results of operations, cash flows or liquidity.
We maintain 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. Our estimates of our environmental loss contingencies are based on various assumptions and judgments, the specific nature of which varies considering 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. We regularly monitor our estimated exposure to environmental loss contingencies and, as additional information becomes known, may change our estimates significantly. However, no estimate of the range of any such change can be made at this time.
We consider the financial condition of third parties subject to the cost-sharing arrangements discussed above in determining the amounts to be reflected in our environmental reserves. In addition, we are a party to clean-up activities at two additional sites for which we do not believe that the failure of a third party to discharge its allocated responsibility would significantly increase our financial responsibility based on the manner in which financial responsibility has been, or is expected to be, allocated.
Our estimates of our environmental loss contingencies do not reflect potential future recoveries from insurance carriers except to the extent that recovery may,from time to time, be deemed probable.
The activity in our reserve for estimated environmental loss contingency reserves for the last two years is summarized in the following table.
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
Dollar amounts in millions
|
2019
|
|
2018
|
Beginning balance
|
$
|
11
|
|
|
$
|
15
|
|
Adjusted to expense (income) during the year
|
1
|
|
|
(2
|
)
|
Payments made
|
(1
|
)
|
|
(2
|
)
|
Translation
|
—
|
|
|
—
|
|
Ending balance
|
$
|
10
|
|
|
$
|
11
|
|
During 2019 and 2018, we adjusted our reserves at several sites to reflect current estimates of remediation costs and environmental settlements.
Other Proceedings
We and our subsidiaries are parties to other legal proceedings in the ordinary course of business. Based on the information currently available, management believes that the resolution of such proceedings should not have a material adverse effect on our financial position, results of operations, cash flows, or liquidity.
Self-Insurance
We are primarily self-insured for workers’ compensation and employee health care liability costs. Self-insurance liabilities for workers’ compensation are determined based upon a valuation performed by an actuarial firm. The estimate of future workers’ compensation liabilities incorporates loss development and an estimate associated with incurred but not yet reported claims. These claims are discounted. Self-insurance liabilities for employee health costs are determined actuarially based upon claims filed and estimated claims incurred but not yet reported. These claims are not discounted.
Indemnities and Guarantees
We are a party to contracts in which we agree 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 related 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. We cannot estimate the potential amount of future payments under these agreements until events arise that would trigger the liability.
Additionally, in connection with certain sales of assets and divestitures of businesses, we have agreed to indemnify the buyer and related parties for certain losses or liabilities incurred by the buyer or such related parties with respect to (1) the representations and warranties made to the buyer by us in connection with the sales and (2) liabilities related to the pre-closing operations of the assets sold. Indemnities related to pre-closing operations generally include environmental liabilities, tax liabilities, and other liabilities not assumed by the buyer.
Indemnities related to the pre-closing operations of sold assets typically do not represent added liabilities for us, but simply serve to protect the buyer from potential liability associated with the obligations that existed (known and unknown) at the time of the sale. We record accruals for those pre-closing obligations that are considered probable and estimable. We have not accrued any additional amounts as a result of the indemnity agreements summarized below, as we believe the fair value of the guarantees is not material.
|
|
•
|
In connection with various sales of our timberlands, we have agreed to indemnify various buyers with respect to losses resulting from breaches of limited representations and warranties contained in these
|
agreements. These indemnities generally are capped at a maximum potential liability and have an unspecified duration.
|
|
•
|
In connection with the sale by LP Canada Pulp Ltd (LPCP) of its pulp mill in Chetwynd, BC, Canada, to Tembec, Ltd in October 2002, we provided an indemnity of unspecified duration provided by LPCP for liabilities arising out of pre-closing operations. These indemnities, which do not extend to environmental liabilities, are capped at CAD$15 million in the aggregate.
|
|
|
•
|
In connection with the mill exchange by LP Canada of its non-operating OSB mill in Chambord, Quebec, to Norbord in November 2016, we provided an indemnity for liabilities arising out of pre-closing operations. These indemnities are capped at CAD$5 million in aggregate.
|
We also have various other indemnities that are individually and in the aggregate immaterial.
We record a liability related to specific indemnification when future payment is probable, and the amount is estimable.
17. PRODUCT WARRANTIES
We offer warranties on the sale of most of our products and record 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 last three years is summarized in the following table.
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
Dollar amounts in millions
|
2019
|
|
2018
|
Beginning balance
|
$
|
14
|
|
|
$
|
25
|
|
Accrued to expense during the year
|
1
|
|
|
1
|
|
Accrued/ (credited) to other operating credits and charges
|
(4
|
)
|
|
(8
|
)
|
Accrued to discontinued operations
|
—
|
|
|
5
|
|
Foreign currency translation
|
—
|
|
|
—
|
|
Payments made
|
(3
|
)
|
|
(9
|
)
|
Total warranty reserves
|
8
|
|
|
14
|
|
Current portion of warranty reserves
|
(2
|
)
|
|
(3
|
)
|
Long term portion of warranty reserves
|
$
|
6
|
|
|
$
|
11
|
|
The current portion of the warranty reserve is included in “Accounts payable and accrued liabilities,” and the long-term portion is included in “Other long-term liabilities” on our Consolidated Balance Sheets.
We changed the warranty reserves related to CanExel® products sold in certain geographic areas for a specific time period, reducing our warranty reserve by $4 million and $8 million in 2019 and 2018, respectively. The changes to the reserve reflected revised estimates of future claims.
We increased the warranty reserves related to discontinued composite decking products by $5 million for the year ended December 31, 2018. The additional reserves reflected revised estimates of future claim payments based upon an increase in decking warranty claims.
We believe that the warranty reserve balances at December 31, 2019, are adequate to cover future warranty payments. However, it is possible that additional charges may be required.
|
|
18.
|
RETIREMENT PLANS AND POST-RETIREMENT BENEFITS
|
We sponsor various defined benefit pension plans and defined contribution retirement plans that provide retirement benefits to substantially all of our employees. Most regularly scheduled employees are eligible to participate in these plans except those covered by a collective bargaining agreement unless the collective bargaining agreement explicitly allows for participation in our plans. We contribute to a multiemployer plan for certain employees covered by collective bargaining agreements. We also provide other post-retirement benefits consisting primarily of healthcare benefits to certain retirees who meet age and service requirements.
Defined Benefit Pension Plans
Pension benefits are earned generally based upon years of service and compensation during active employment. Contributions to the qualified defined benefit pension plans are based on actuarial calculations of amounts to cover current service costs and amortization of prior service costs over periods ranging up to 20 years. We contribute additional funds as necessary to maintain desired funding levels.
Benefit accruals under our most significant plan, which account for approximately 80% of the assets and 82% of the benefit obligations in the tables below, had been credited at the rate of 4% of eligible compensation with an interest credit based upon the 30-year U.S. Treasury rate. The Company discontinued providing contribution credits effective January 1, 2010, to this plan. The remaining defined benefit pension plans in Canada use a variety of benefit formulas, and we discontinued providing contribution credits effective January 1, 2020.
We also maintained a Supplemental Executive Retirement Plan (SERP), an unfunded, non-qualified defined benefit plan intended to provide supplemental retirement benefits to certain executives. Benefits were generally based on compensation in the years immediately preceding normal retirement. As of December 31, 2019, we have no active participants in the SERP plan.
The projected benefit obligation is the actuarial present value of benefits attributable to employee service rendered to date, including the effects of estimated salary increases. The following table details information regarding our pension plans at December 31:
|
|
|
|
|
|
|
|
|
Dollar amounts in millions
|
2019
|
|
2018
|
Change in benefit obligation:
|
|
|
|
Beginning of year balance
|
$
|
297
|
|
|
$
|
346
|
|
Service cost
|
3
|
|
|
3
|
|
Interest cost
|
12
|
|
|
11
|
|
Actuarial loss (gain)
|
24
|
|
|
(25
|
)
|
Curtailment
|
—
|
|
|
(1
|
)
|
Foreign exchange rate changes
|
2
|
|
|
(5
|
)
|
Benefits paid
|
(26
|
)
|
|
(32
|
)
|
End of year balance
|
$
|
312
|
|
|
$
|
297
|
|
Change in assets (fair value):
|
|
|
|
Beginning of year balance
|
$
|
275
|
|
|
$
|
266
|
|
Actual return on plan assets
|
39
|
|
|
(7
|
)
|
Employer contribution
|
4
|
|
|
53
|
|
Foreign exchange rate changes
|
3
|
|
|
(5
|
)
|
Benefits paid
|
(26
|
)
|
|
(32
|
)
|
End of year balance
|
$
|
294
|
|
|
$
|
275
|
|
Plan assets less than benefit obligations
|
$
|
(18
|
)
|
|
$
|
(22
|
)
|
|
|
|
|
Amounts included in the balance sheet:
|
|
|
|
Non-current pension assets, included in “Other assets”
|
$
|
5
|
|
|
$
|
5
|
|
Current pension liabilities, included in “Accounts payable and accrued liabilities”
|
—
|
|
|
(3
|
)
|
Non-current pension liabilities, included in “Other long-term liabilities”
|
(23
|
)
|
|
(23
|
)
|
Net amount recognized
|
$
|
(18
|
)
|
|
$
|
(22
|
)
|
The pretax amounts recognized in accumulated comprehensive loss were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar amounts in millions
|
Actuarial losses
|
|
Prior service cost
|
|
Total
|
December 31, 2017
|
$
|
(128
|
)
|
|
$
|
(8
|
)
|
|
$
|
(136
|
)
|
Other comprehensive income (loss) before reclassifications
|
4
|
|
|
—
|
|
|
4
|
|
Amounts reclassified from accumulated comprehensive loss
|
8
|
|
|
1
|
|
|
8
|
|
December 31, 2018
|
(116
|
)
|
|
(7
|
)
|
|
(123
|
)
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
—
|
|
|
—
|
|
Amounts reclassified from accumulated comprehensive loss
|
5
|
|
|
(1
|
)
|
|
4
|
|
December 31, 2019
|
$
|
(111
|
)
|
|
$
|
(8
|
)
|
|
$
|
(119
|
)
|
Weighted-average assumptions used to calculate our benefit obligations at December 31:
|
|
|
|
|
|
|
|
2019
|
|
2018
|
Discount rate:
|
|
|
|
U.S.
|
3.1
|
%
|
|
4.2
|
%
|
Canada
|
3.0
|
%
|
|
3.8
|
%
|
SERP
|
NA
|
|
|
2.9
|
%
|
Rate of compensation increase:
|
|
|
|
U.S.
|
NA
|
|
|
NA
|
|
Canada
|
3.5
|
%
|
|
3.5
|
%
|
SERP
|
NA
|
|
|
3.0
|
%
|
Benefit obligations by plan category are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
Dollar amounts in millions
|
U.S.
|
|
Canada
|
|
SERP
|
|
Total
|
Fair value of plan assets
|
$
|
236
|
|
|
$
|
58
|
|
|
$
|
—
|
|
|
$
|
294
|
|
Benefit obligation
|
258
|
|
|
54
|
|
|
—
|
|
|
312
|
|
Funded Status
|
$
|
(22
|
)
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
(18
|
)
|
|
|
|
|
|
|
|
|
|
2018
|
|
U.S.
|
|
Canada
|
|
SERP
|
|
Total
|
Fair value of plan assets
|
$
|
222
|
|
|
$
|
52
|
|
|
$
|
—
|
|
|
$
|
275
|
|
Benefit obligation
|
245
|
|
|
49
|
|
|
3
|
|
|
297
|
|
Funded Status
|
$
|
(22
|
)
|
|
$
|
3
|
|
|
$
|
(3
|
)
|
|
$
|
(22
|
)
|
The amount of accumulated other comprehensive income that is expected to be amortized as expense during 2020 is $5 million and $1 million of net actuarial loss and prior service cost, respectively.
The benefits expected to be paid from the benefit plans, which reflect expected future service, are as follows:
|
|
|
|
|
Dollar amounts in millions
|
|
Year
|
|
2020
|
$
|
20
|
|
2021
|
21
|
|
2022
|
20
|
|
2023
|
20
|
|
2024
|
20
|
|
2025– 2029
|
94
|
|
These estimated benefit payments are based upon assumptions about future events. Actual benefit payments may vary significantly from these estimates.
The following table sets forth the net periodic pension cost for our defined benefit pension plans. The components of our net periodic pension costs consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
Dollar amounts in millions
|
2019
|
|
2018
|
|
2017
|
Service cost
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
5
|
|
Other components of net periodic pension cost:
|
|
|
|
|
|
Interest cost
|
12
|
|
|
11
|
|
|
13
|
|
Expected return on plan assets
|
(14
|
)
|
|
(14
|
)
|
|
(13
|
)
|
Amortization of prior service cost and net transition asset
|
1
|
|
|
1
|
|
|
1
|
|
Amortization of net actuarial loss
|
5
|
|
|
6
|
|
|
6
|
|
Net periodic pension cost before loss due to settlement
|
$
|
6
|
|
|
$
|
7
|
|
|
$
|
11
|
|
Loss due to settlement
|
—
|
|
|
—
|
|
|
3
|
|
Total net periodic pension cost
|
$
|
6
|
|
|
$
|
7
|
|
|
$
|
14
|
|
|
|
|
|
|
|
Net periodic pension cost included in cost of sales
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
4
|
|
Net periodic pension cost included in selling, general, and administrative expenses
|
1
|
|
|
1
|
|
|
1
|
|
Net periodic pension cost included in other non-operating items
|
3
|
|
|
4
|
|
|
9
|
|
|
$
|
6
|
|
|
$
|
7
|
|
|
$
|
14
|
|
Weighted-average assumptions used to calculate our net periodic pension costs for the year ended December 31:
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Discount rate:
|
|
|
|
|
|
U.S.
|
4.2
|
%
|
|
3.5
|
%
|
|
4.0
|
%
|
Canada
|
3.8
|
%
|
|
3.3
|
%
|
|
3.7
|
%
|
SERP
|
NA
|
|
|
4.0
|
%
|
|
2.7
|
%
|
Expected return on plan assets:
|
|
|
|
|
|
U.S.
|
5.8
|
%
|
|
5.8
|
%
|
|
5.8
|
%
|
Canada
|
3.4
|
%
|
|
4.1
|
%
|
|
3.8
|
%
|
SERP
|
NA
|
|
|
NA
|
|
|
NA
|
|
Rate of compensation increase:
|
|
|
|
|
|
U.S.
|
NA
|
|
|
NA
|
|
|
NA
|
|
Canada
|
3.5
|
%
|
|
3.5
|
%
|
|
3.5
|
%
|
SERP
|
NA
|
|
|
N/A
|
|
|
3.0
|
%
|
The expected long-term rate of return on plan assets reflects the weighted-average expected long-term rates of return for the broad categories of investments currently held in the plans (adjusted for expected changes), based on historical rates of return for each broad category, as well as factors that may constrain or enhance returns in the broad categories in the future. The expected long-term rate of return on plan assets is adjusted when there are fundamental changes in expected returns in one or more broad asset categories, and when the weighted-average mix of assets in the plans changes significantly.
Asset allocation targets are established based upon the long-term returns and volatility characteristics of the investment classes and recognize the benefits of diversification and the profits of the plans’ liabilities. The actual and target allocations at the measurement dates are as follows:
|
|
|
|
|
|
|
|
|
|
|
Target
Allocation
2019
|
|
Actual
Allocation
|
2019
|
|
2018
|
Asset category
|
|
|
|
|
|
U.S. Plans
|
|
|
|
|
|
Equity securities
|
40
|
%
|
|
40
|
%
|
|
26
|
%
|
Debt securities
|
40
|
%
|
|
40
|
%
|
|
52
|
%
|
Multi-Strategy Funds
|
20
|
%
|
|
20
|
%
|
|
22
|
%
|
Total Allocation for U.S. Plans
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
Non-U.S. Plans
|
|
|
|
|
|
Debt securities
|
90
|
%
|
|
90
|
%
|
|
90
|
%
|
Multi-Strategy Funds
|
10
|
%
|
|
10
|
%
|
|
10
|
%
|
Total Allocation for Non-U.S. Plans
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Our investment policies for the defined benefit pension plans provide target asset allocations by broad categories of investment and ranges of acceptable allocations. These policies are set by an administrative committee with the goal of maximizing long-term investment returns within acceptable levels of volatility and risk. Our U.S. plans include hedge funds and real return investment strategies to increase returns and reduce volatility. Our plans do not currently invest directly in derivative securities, although such investments may be considered in the future to increase returns and/or reduce volatility. To the extent the expected return on plan assets varies from the actual return, an actuarial gain or loss results.
The fair value of our pension plan assets and fair value asset categories and the level of inputs as defined in Note 4 at December 31, 2019 and December 31, 2018, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar amounts in millions
|
December 31, 2019
|
Asset Category
|
Total
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
Net Asset Value
|
Equity investment funds:
|
|
|
|
|
|
|
|
|
Domestic stock funds
|
$
|
54
|
|
|
$
|
54
|
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
International stock funds
|
40
|
|
|
40
|
|
|
—
|
|
|
—
|
|
—
|
|
Fixed-income investment funds:
|
|
|
|
|
|
|
|
|
Domestic bond funds
|
93
|
|
|
15
|
|
|
—
|
|
|
—
|
|
78
|
|
International bond funds
|
52
|
|
|
—
|
|
|
20
|
|
|
—
|
|
32
|
|
Multi-strategy funds
|
53
|
|
|
47
|
|
|
—
|
|
|
—
|
|
6
|
|
Cash & cash equivalents
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
—
|
|
Total
|
$
|
294
|
|
|
$
|
156
|
|
|
$
|
22
|
|
|
$
|
—
|
|
$
|
116
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018
|
Asset Category
|
Total
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
Net Asset Value
|
Equity investment funds:
|
|
|
|
|
|
|
|
|
Domestic stock funds
|
$
|
30
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
8
|
|
International stock funds
|
27
|
|
|
13
|
|
|
—
|
|
|
—
|
|
14
|
|
Fixed-income investment funds
|
|
|
|
|
|
|
|
|
|
Domestic bond funds
|
116
|
|
|
27
|
|
|
—
|
|
|
—
|
|
89
|
|
International bond funds
|
47
|
|
|
—
|
|
|
27
|
|
|
—
|
|
20
|
|
Multi-strategy funds
|
53
|
|
|
35
|
|
|
—
|
|
|
—
|
|
18
|
|
Cash & cash equivalents
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
Total
|
$
|
275
|
|
|
$
|
97
|
|
|
$
|
29
|
|
|
$
|
—
|
|
$
|
149
|
|
Due to the lack of observable market quotations on multi-strategy funds, we evaluate our structure and current market estimates of fair value, including fair value estimates from the funds that rely exclusively on Level 3 inputs. These inputs include those that are based on expected cash flow streams and property values, including assessments of overall market liquidity. The valuations are subject to uncertainties that are difficult to predict.
The following table summarizes assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the period.
|
|
|
|
|
Dollar amounts in millions
|
Multi-Strategy
Funds
|
Balance at January 1, 2018
|
$
|
13
|
|
Total unrealized gains
|
—
|
|
Contribution (redemption)
|
—
|
|
Management fees
|
—
|
|
Balance at December 31, 2018
|
$
|
13
|
|
Total unrealized gains
|
$
|
—
|
|
Contribution (redemption)
|
(13
|
)
|
Management fees
|
—
|
|
Balance at December 31, 2019
|
$
|
—
|
|
Defined Contribution Plans
We also sponsor defined contribution plans in the U.S. and Canada. In the U.S., these plans are primarily 401(k) plans for hourly and salaried employees that allow for pre-tax employee deferrals and a company match of up to 5% of an employee’s eligible wages (subject to certain limits). Under the profit-sharing feature of these plans, we may elect to contribute a discretionary amount as a percentage of eligible wages. Included in the assets of the 401(k) and profit-sharing plans are 1 million shares of LP common stock that represented approximately 7% of the total market value of plan assets at December 31, 2019.
In Canada, we sponsor both defined contribution plans and Registered Retirement Savings Plans for hourly and salaried employees that allow for employee tax deferrals. We provide a base contribution of 3% of eligible earnings and match 50% of an employee’s deferrals up to a maximum of 3% of each employee’s eligible earnings (subject to certain limits). Expenses related to defined contribution plans and the Registered Retirement Savings Plans were $10 million in 2019, 2018 and 2017.
Other Benefit Plans
We have several plans that provide post-retirement benefits other than pensions, primarily for salaried employees in the U.S. and certain groups of Canadian employees. The funded status at December 31, 2019 and 2018, was $7 million and $9 million, respectively. The net expense related to these plans was not significant in 2019 or 2018.
Effective August 16, 2004, we adopted the Louisiana-Pacific Corporation 2004 Executive Deferred Compensation Plan (the Deferred Compensation Plan). Pursuant to the Deferred Compensation Plan, participants are eligible to defer up to 90% of their base salary and annual cash incentives that exceed the limitation as set forth by the I.R.S. and receive as 5% match on their contributions. Each Deferred Compensation Plan participant is fully vested in all employee deferred compensation and earnings credited associated with employee contributions. Employer contributions and associated earnings vest over periods, not exceeding five years. The liability under the Deferred Compensation Plan amounted to $2 million and $1 million at December 31, 2019 and 2018, respectively, and is included in “Other long-term liabilities” on our Consolidated Balance Sheets.
19. ACCUMULATED COMPREHENSIVE INCOME
Accumulated comprehensive income includes cumulative translation adjustments, unrealized gains (losses) on certain financial instruments and pension and post-retirement adjustments. Other comprehensive income activity, net of tax, is provided in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2019
|
|
2018
|
|
2017
|
Pension
|
|
|
|
|
|
Balance at beginning of period
|
$
|
(93
|
)
|
|
$
|
(84
|
)
|
|
$
|
(93
|
)
|
Other comprehensive income before reclassifications
|
—
|
|
|
3
|
|
|
2
|
|
Amounts reclassified from accumulated other comprehensive loss to income 1
|
4
|
|
|
6
|
|
|
6
|
|
Total other comprehensive income
|
4
|
|
|
9
|
|
|
9
|
|
Reclassification of certain effects due to tax law changes 2
|
—
|
|
|
(17
|
)
|
|
—
|
|
Balance at end of period
|
(89
|
)
|
|
(93
|
)
|
|
(84
|
)
|
Translation Adjustments
|
|
|
|
|
|
Balance at beginning of period
|
(57
|
)
|
|
(40
|
)
|
|
(46
|
)
|
Translation adjustments
|
(10
|
)
|
|
(17
|
)
|
|
7
|
|
Balance at end of period
|
(67
|
)
|
|
(57
|
)
|
|
(40
|
)
|
Other
|
|
|
|
|
|
Balance at beginning of period
|
4
|
|
|
2
|
|
|
2
|
|
Other comprehensive income before reclassifications
|
—
|
|
|
—
|
|
|
—
|
|
Amounts reclassified from accumulated other comprehensive loss to income
|
(1
|
)
|
|
1
|
|
|
—
|
|
Total other comprehensive income
|
(1
|
)
|
|
1
|
|
|
—
|
|
Reclassification of certain effects due to tax law changes 2
|
—
|
|
|
1
|
|
|
—
|
|
Balance at end of period
|
3
|
|
|
4
|
|
|
2
|
|
Accumulated other comprehensive loss, end of period
|
$
|
(153
|
)
|
|
$
|
(146
|
)
|
|
$
|
(122
|
)
|
1 Amounts of actuarial loss and prior service cost are components of net periodic benefit cost. See note 18 above for additional details.
2 We reclassified certain tax effects from tax law changes of $16 million from "Accumulated other comprehensive loss" to "Retained earnings" on our Consolidated Balance Sheet in accordance with ASU 2018-02, which we adopted in 2018.
Foreign currency translation adjustments exclude income tax expense (benefit) given that these adjustments arise out of the translation of assets into the reporting currency that is separate from the taxable income and is deemed to be reinvested for an indefinite period of time. The pension adjustments included an income tax provision of $1 million, $3 million and $5 million in 2019, 2018 and 2017, respectively.
20. SEGMENT INFORMATION
We operate in four segments: Siding, OSB, EWP, and South America. Our business units have been aggregated into these four segments based upon the similarity of economic characteristics, customers, and distribution methods. Our 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.
We evaluate the performance of our business segments based on net sales and Adjusted EBITDA. Accordingly, our chief operating decision maker evaluates performance and allocates resources based primarily on net sales and Adjusted EBITDA for our business segments. Adjusted EBITDA is a non-GAAP financial measure and is defined as earnings from continuing operations before interest expense, income taxes, depreciation and amortization, and exclude stock-based compensation expense, impairment of long-lived assets, other operating credits and charges, net, loss on early debt extinguishment, investment income and other non-operating items. During the fourth quarter of 2019, we changed our measure of segment profit information to Adjusted EBITDA which reflects the information that our chief operating decision maker uses to evaluate performance and allocates resources to the segments. Accordingly, we have provided Adjusted EBITDA of each segment for all prior periods presented.
The Siding segment consists of LP SmartSide® trim and siding, LP CanExel® prefinished siding, as well as LP Outdoor Building Solutions® innovative products for premium outdoor buildings.
The OSB segment manufactures and distributes OSB structural panel products in the U.S. and Canada. Our OSB structural panel products include LP OSB, LP TechShield® radiant barrier, LP TopNotch® sub-flooring, LP Legacy® super tough, moisture-resistant sub-flooring and LP FlameBlock® fire-rated sheathing.
The EWP segment consists of LP SolidStart® I-Joist (IJ), Laminated Veneer Lumber (LVL), Laminated Strand Lumber (LSL), and other related products. This segment also includes the sales of I-Joist and LVL products produced by our joint venture and sales of plywood produced as a by-product of the LVL production process. During 2019, certain timber operations were reclassified from Other to EWP, and we have reclassified a significant portion of our unallocated expenses to the business segments.
Our South America segment manufactures and distributes OSB structural panel and siding products in South America and certain export markets. This segment has manufacturing operations in two countries, Chile and Brazil, and operates sales offices in Chile, Brazil, Peru, Columbia, and Argentina.
Information about our product segments is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
Dollar amounts in millions
|
2019
|
|
2018
|
|
2017
|
NET SALES BY BUSINESS SEGMENT
|
|
|
|
|
|
Siding
|
$
|
963
|
|
|
$
|
942
|
|
|
$
|
884
|
|
OSB
|
777
|
|
|
1,305
|
|
|
1,303
|
|
EWP
|
396
|
|
|
409
|
|
|
384
|
|
South America
|
159
|
|
|
161
|
|
|
155
|
|
Other products
|
20
|
|
|
11
|
|
|
12
|
|
Intersegment Sales
|
(5
|
)
|
|
—
|
|
|
(4
|
)
|
Total sales
|
$
|
2,310
|
|
|
$
|
2,828
|
|
|
$
|
2,734
|
|
|
|
|
|
|
|
PROFIT BY SEGMENT
|
|
|
|
|
|
Net income
|
$
|
(10
|
)
|
|
$
|
395
|
|
|
$
|
390
|
|
Add (deduct):
|
|
|
|
|
|
Loss from noncontrolling interest
|
5
|
|
|
—
|
|
|
—
|
|
Loss from discontinued operations
|
—
|
|
|
4
|
|
|
1
|
|
Income from continuing operations attributed to LP
|
(5
|
)
|
|
399
|
|
|
391
|
|
Provision for income taxes
|
(13
|
)
|
|
122
|
|
|
119
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
122
|
|
|
120
|
|
|
123
|
|
Stock-based compensation
|
9
|
|
|
8
|
|
|
10
|
|
Impairment of long-lived assets
|
92
|
|
|
11
|
|
|
9
|
|
Other operating credits and charges, net
|
1
|
|
|
(2
|
)
|
|
3
|
|
Interest expense, net
|
9
|
|
|
(2
|
)
|
|
9
|
|
Non-operating items
|
(6
|
)
|
|
4
|
|
|
14
|
|
Adjusted EBITDA
|
$
|
209
|
|
|
$
|
660
|
|
|
$
|
678
|
|
Siding
|
$
|
177
|
|
|
$
|
202
|
|
|
$
|
192
|
|
OSB
|
10
|
|
|
425
|
|
|
459
|
|
EWP
|
26
|
|
|
26
|
|
|
23
|
|
South America
|
34
|
|
|
40
|
|
|
33
|
|
Other
|
(11
|
)
|
|
(8
|
)
|
|
(6
|
)
|
Corporate
|
(27
|
)
|
|
(25
|
)
|
|
(23
|
)
|
ADJUSTED EBITDA
|
$
|
209
|
|
|
$
|
660
|
|
|
$
|
678
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
2019
|
|
2018
|
|
2017
|
DEPRECIATION AND AMORTIZATION
|
|
|
|
|
|
Siding
|
$
|
37
|
|
|
$
|
32
|
|
|
$
|
31
|
|
OSB
|
59
|
|
|
58
|
|
|
62
|
|
EWP
|
16
|
|
|
16
|
|
|
18
|
|
South America
|
9
|
|
|
9
|
|
|
9
|
|
Other products
|
2
|
|
|
1
|
|
|
1
|
|
Non-segment related
|
—
|
|
|
3
|
|
|
2
|
|
Total depreciation and amortization
|
$
|
123
|
|
|
$
|
120
|
|
|
$
|
123
|
|
|
|
|
|
|
|
CAPITAL EXPENDITURES
|
|
|
|
|
|
Siding
|
$
|
88
|
|
|
$
|
117
|
|
|
$
|
63
|
|
OSB
|
46
|
|
|
55
|
|
|
58
|
|
EWP
|
6
|
|
|
10
|
|
|
6
|
|
South America
|
7
|
|
|
28
|
|
|
18
|
|
Other products
|
12
|
|
|
1
|
|
|
1
|
|
Non-segment related
|
4
|
|
|
3
|
|
|
3
|
|
Total capital expenditures
|
$
|
163
|
|
|
$
|
214
|
|
|
$
|
149
|
|
Information concerning identifiable assets by segment is as follows:
|
|
|
|
|
|
|
|
|
Dollar amounts in millions
|
December 31,
|
2019
|
|
2018
|
IDENTIFIABLE ASSETS
|
|
|
|
Siding
|
$
|
537
|
|
|
$
|
487
|
|
OSB
|
558
|
|
|
579
|
|
EWP
|
146
|
|
|
183
|
|
South America
|
109
|
|
|
114
|
|
Other products
|
16
|
|
|
3
|
|
Non-segment related
|
469
|
|
|
1,148
|
|
Total assets
|
$
|
1,835
|
|
|
$
|
2,514
|
|
Non-segment related assets include cash and cash equivalents, short-term and long-term investments, corporate assets, and other items.
Information concerning our geographic segments is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
Dollar amounts in millions
|
2019
|
|
2018
|
|
2017
|
GEOGRAPHIC LOCATIONS
|
|
|
|
|
|
Total Sales—Point of origin
|
|
|
|
|
|
U.S.
|
$
|
1,968
|
|
|
$
|
2,409
|
|
|
$
|
2,307
|
|
Canada
|
653
|
|
|
861
|
|
|
704
|
|
South America
|
178
|
|
|
174
|
|
|
165
|
|
Intercompany sales
|
(489
|
)
|
|
(616
|
)
|
|
(442
|
)
|
Total Sales
|
$
|
2,310
|
|
|
$
|
2,828
|
|
|
$
|
2,734
|
|
Operating profit (loss)
|
|
|
|
|
|
U.S.
|
$
|
95
|
|
|
$
|
475
|
|
|
$
|
462
|
|
Canada
|
(17
|
)
|
|
138
|
|
|
167
|
|
South America
|
25
|
|
|
31
|
|
|
24
|
|
Other operating credits and charges, net and gain (loss) on sales of and impairments of long-lived assets
|
(93
|
)
|
|
(9
|
)
|
|
(12
|
)
|
General corporate expense, loss on early debt extinguishment, other income (expense) and interest, net
|
(33
|
)
|
|
(114
|
)
|
|
(131
|
)
|
|
(23
|
)
|
|
521
|
|
|
510
|
|
Provision for income taxes
|
13
|
|
|
(122
|
)
|
|
(119
|
)
|
Income from continuing operations
|
$
|
(10
|
)
|
|
$
|
399
|
|
|
$
|
391
|
|
Loss attributed to noncontrolling interest
|
5
|
|
|
—
|
|
|
—
|
|
Incoming from continuing operations attributed to LP
|
$
|
(5
|
)
|
|
$
|
399
|
|
|
$
|
391
|
|
|
|
|
|
|
|
IDENTIFIABLE TANGIBLE LONG LIVED ASSETS
|
|
|
|
|
|
U.S.
|
$
|
570
|
|
|
$
|
542
|
|
|
$
|
533
|
|
Canada
|
390
|
|
|
408
|
|
|
336
|
|
South America
|
74
|
|
|
82
|
|
|
69
|
|
Total assets
|
$
|
1,034
|
|
|
$
|
1,032
|
|
|
$
|
938
|
|
Interim Financial Results (unaudited)
The tables below present summarized unaudited quarterly results of operations for the years ended December 31, 2019 and 2018. Management believes that all necessary adjustments have been included in the amounts stated below for a fair presentation of the results of operations for the periods presented when read in conjunction with the Company’s Consolidated Financial Statements for the years ended December 31, 2019 and 2018. Results of operations for a particular quarter are not necessarily indicative of results of operations for an annual period and are not predictive of future periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1ST QTR
|
|
2ND QTR
|
|
3RD QTR
|
|
4TH QTR
|
(Dollars in millions, except per share)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
QUARTERLY DATA
|
Net sales
|
$
|
582
|
|
|
$
|
691
|
|
|
$
|
588
|
|
|
$
|
811
|
|
|
$
|
603
|
|
|
$
|
737
|
|
|
$
|
537
|
|
|
$
|
589
|
|
Income from continuing operations before income taxes
|
$
|
34
|
|
|
$
|
125
|
|
|
$
|
19
|
|
|
$
|
215
|
|
|
$
|
3
|
|
|
$
|
167
|
|
|
$
|
(78
|
)
|
|
$
|
18
|
|
Income from continuing operations
|
$
|
26
|
|
|
$
|
95
|
|
|
$
|
15
|
|
|
$
|
163
|
|
|
$
|
1
|
|
|
$
|
124
|
|
|
$
|
(52
|
)
|
|
$
|
17
|
|
Net income
|
$
|
26
|
|
|
$
|
91
|
|
|
$
|
16
|
|
|
$
|
163
|
|
|
$
|
1
|
|
|
$
|
124
|
|
|
$
|
(52
|
)
|
|
$
|
17
|
|
Net income attributable to LP
|
$
|
27
|
|
|
$
|
91
|
|
|
$
|
17
|
|
|
$
|
163
|
|
|
$
|
2
|
|
|
$
|
124
|
|
|
$
|
(51
|
)
|
|
$
|
17
|
|
Income from continuing operations per share—basic
|
$
|
0.20
|
|
|
$
|
0.66
|
|
|
$
|
0.14
|
|
|
$
|
1.13
|
|
|
$
|
0.02
|
|
|
$
|
0.87
|
|
|
$
|
(0.44
|
)
|
|
$
|
0.12
|
|
Income from continuing operations per share—diluted
|
$
|
0.20
|
|
|
$
|
0.65
|
|
|
$
|
0.14
|
|
|
$
|
1.11
|
|
|
$
|
0.02
|
|
|
$
|
0.86
|
|
|
$
|
(0.44
|
)
|
|
$
|
0.12
|
|
Net income per share—basic
|
$
|
0.20
|
|
|
$
|
0.63
|
|
|
$
|
0.14
|
|
|
$
|
1.13
|
|
|
$
|
0.02
|
|
|
$
|
0.87
|
|
|
$
|
(0.44
|
)
|
|
$
|
0.12
|
|
Net income per share—diluted
|
$
|
0.20
|
|
|
$
|
0.62
|
|
|
$
|
0.14
|
|
|
$
|
1.11
|
|
|
$
|
0.02
|
|
|
$
|
0.86
|
|
|
$
|
(0.44
|
)
|
|
$
|
0.12
|
|
Cash dividends per share
|
$
|
0.135
|
|
|
$
|
0.130
|
|
|
$
|
0.135
|
|
|
$
|
0.130
|
|
|
$
|
0.135
|
|
|
$
|
0.130
|
|
|
$
|
0.135
|
|
|
$
|
0.130
|
|
SALES BY SEGMENT:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Siding
|
$
|
236
|
|
|
$
|
227
|
|
|
$
|
238
|
|
|
$
|
262
|
|
|
$
|
259
|
|
|
$
|
241
|
|
|
$
|
230
|
|
|
$
|
213
|
|
OSB
|
208
|
|
|
313
|
|
|
199
|
|
|
387
|
|
|
197
|
|
|
349
|
|
|
172
|
|
|
255
|
|
EWP
|
90
|
|
|
106
|
|
|
107
|
|
|
113
|
|
|
105
|
|
|
110
|
|
|
93
|
|
|
80
|
|
South America
|
45
|
|
|
42
|
|
|
40
|
|
|
45
|
|
|
36
|
|
|
35
|
|
|
38
|
|
|
39
|
|
Other
|
4
|
|
|
3
|
|
|
5
|
|
|
4
|
|
|
7
|
|
|
2
|
|
|
4
|
|
|
2
|
|
Intersegment sales
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Total net sales
|
$
|
581
|
|
|
$
|
691
|
|
|
$
|
587
|
|
|
$
|
811
|
|
|
$
|
603
|
|
|
$
|
737
|
|
|
$
|
537
|
|
|
$
|
589
|
|
|
Net income
|
$
|
26
|
|
|
$
|
91
|
|
|
$
|
15
|
|
|
$
|
163
|
|
|
$
|
1
|
|
|
$
|
124
|
|
|
$
|
(52
|
)
|
|
$
|
17
|
|
Add (deduct):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from noncontrolling interest
|
1
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
Loss from discontinued operations
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Income from continuing operations attributed to LP
|
27
|
|
|
95
|
|
|
17
|
|
|
163
|
|
|
2
|
|
|
124
|
|
|
(51
|
)
|
|
17
|
|
Provision for income taxes
|
7
|
|
|
30
|
|
|
3
|
|
|
51
|
|
|
3
|
|
|
42
|
|
|
(26
|
)
|
|
—
|
|
Depreciation and amortization
|
31
|
|
|
31
|
|
|
29
|
|
|
30
|
|
|
29
|
|
|
31
|
|
|
33
|
|
|
28
|
|
Stock-based compensation
|
2
|
|
|
2
|
|
|
3
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
1
|
|
Impairment of long-lived assets
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
86
|
|
|
11
|
|
Other operating credits and charges, net
|
2
|
|
|
—
|
|
|
(3
|
)
|
|
(5
|
)
|
|
3
|
|
|
(6
|
)
|
|
(1
|
)
|
|
9
|
|
Interest expense, net
|
(1
|
)
|
|
1
|
|
|
3
|
|
|
—
|
|
|
4
|
|
|
(2
|
)
|
|
3
|
|
|
(1
|
)
|
Non-operating items
|
(11
|
)
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
2
|
|
|
3
|
|
|
—
|
|
Adjusted EBITDA
|
$
|
58
|
|
|
$
|
159
|
|
|
$
|
53
|
|
|
$
|
242
|
|
|
$
|
49
|
|
|
$
|
193
|
|
|
$
|
49
|
|
|
$
|
65
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ADJUSTED EBITDA
|
Siding
|
$
|
42
|
|
|
$
|
45
|
|
|
$
|
46
|
|
|
$
|
63
|
|
|
$
|
47
|
|
|
$
|
60
|
|
|
$
|
42
|
|
|
$
|
34
|
|
OSB
|
8
|
|
|
105
|
|
|
(3
|
)
|
|
163
|
|
|
(1
|
)
|
|
123
|
|
|
6
|
|
|
34
|
|
EWP
|
7
|
|
|
5
|
|
|
10
|
|
|
11
|
|
|
6
|
|
|
10
|
|
|
3
|
|
|
—
|
|
South America
|
10
|
|
|
11
|
|
|
9
|
|
|
12
|
|
|
7
|
|
|
9
|
|
|
8
|
|
|
8
|
|
Other
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(4
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
(1
|
)
|
Corporate
|
(7
|
)
|
|
(5
|
)
|
|
(7
|
)
|
|
(5
|
)
|
|
(6
|
)
|
|
(5
|
)
|
|
(7
|
)
|
|
(10
|
)
|
Total Adjusted EBITDA
|
$
|
58
|
|
|
$
|
159
|
|
|
$
|
53
|
|
|
$
|
242
|
|
|
$
|
49
|
|
|
$
|
194
|
|
|
$
|
49
|
|
|
$
|
65
|
|
See Notes 14 and 15 for further discussion on the other operating charges and credits, net, and the impairments of long-lived assets mentioned above.