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What changed in LOUISIANA-PACIFIC CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of LOUISIANA-PACIFIC CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+220 added−250 removedSource: 10-K (2026-02-17) vs 10-K (2025-02-19)

Top changes in LOUISIANA-PACIFIC CORP's 2025 10-K

220 paragraphs added · 250 removed · 179 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

34 edited+11 added−19 removed52 unchanged
Biggest changeYear Ended December 31, 2024 Sales Volume Siding OSB LPSA Total Siding Solutions (MMSF) 1,719 — 35 1,754 OSB - Structural Solutions (MMSF) — 1,705 548 2,253 OSB - Commodity (MMSF) — 1,680 — 1,680 11 Year Ended December 31, 2023 Sales Volume Siding OSB LPSA Total Siding Solutions (MMSF) 1,547 — 33 1,580 OSB - Structural Solutions (MMSF) — 1,559 502 2,061 OSB - Commodity (MMSF) — 1,512 — 1,512 Year Ended December 31, 2022 Sales Volume Siding OSB LPSA Total Siding Solutions (MMSF) 1,797 — 33 1,830 OSB - Structural Solutions (MMSF) — 1,803 554 2,357 OSB - Commodity (MMSF) — 1,944 — 1,944 Overall Equipment Effectiveness Summary We measure OEE of each of our mills to track improvements in the utilization and productivity of our manufacturing assets.
Biggest changeWe believe that sales volumes can be a useful measure for evaluating and understanding our business. 11 The following table sets forth sales volumes for the year ended December 31, 2025 and 2024 (in MMSF): Year Ended December 31, 2025 2024 2023 Siding 1,786 1,719 1,547 Total Siding sales volume 1,786 1,719 1,547 OSB - Structural Solutions 1,535 1,705 1,559 OSB - Commodity 1,540 1,680 1,512 Total OSB sales volume 3,075 3,384 3,071 Overall Equipment Effectiveness Summary We measure OEE of each of our mills to track improvements in the utilization and productivity of our manufacturing assets.
Sales Volume Information Summary We monitor sales volumes for our products in our Siding, OSB, and LPSA segments, which we define as the amount of our products sold within the applicable period measured in million square feet (MMSF) on a standard 3/8" thickness basis.
Sales Volume Information Summary We monitor sales volumes for our products in our Siding and OSB segments, which we define as the amount of our products sold within the applicable period measured in million square feet (MMSF) on a standard 3/8" thickness basis.
We provide our employees, contractors, and guests with ongoing safety training to ensure that safety policies and procedures are effectively communicated and implemented. We also aim to start every meeting, every mill tour, and every morning at our manufacturing facilities with a message about safety.
We provide our employees, contractors, and guests with ongoing safety training to ensure that safety policies and procedures are effectively communicated, implemented, and followed. We also aim to start every meeting, every mill tour, and every morning at our manufacturing facilities with a message about safety.
Our specialty products, including Siding Solutions and LP Structural Solutions, generally compete based on product features, benefits, quality, sustainability, and availability. Our commodity OSB products generally compete based on price, quality, and availability of products. OUR MANUFACTURING We operate manufacturing facilities throughout North America and South America.
Our specialty products, including our Siding portfolio and LP ® Structural Solutions, generally compete based on product features, benefits, quality, sustainability, and availability. Our commodity OSB products generally compete based on price, quality, and availability of products. OUR MANUFACTURING We operate manufacturing facilities throughout North America and South America.
Resin product costs are influenced by changes in the prices of raw materials used to produce resin, primarily petroleum products and energy, as well as competing demand for resin products. Currently, we purchase most of our resin from six major suppliers.
Resin product costs are influenced by changes in the prices of raw materials used to produce resin, primarily petroleum products and energy, as well as competing demand for resin products. Currently, we purchase most of our resin from five major suppliers.
We have consistently grown our Siding segment above the underlying market growth rates, and this segment is less sensitive to new housing market cyclicality as over 50% of demand for our Siding Solutions comes from other markets, including off-site structure production and repair and remodeling.
We have consistently grown our Siding business above the underlying market growth rates, and this business is less sensitive to new housing market cyclicality as over 50% of the demand for our Siding comes from other markets, including off-site structure production and repair and remodeling.
In addition, we will make available our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act through our Internet website at http://investor.lpcorp.com under the "SEC Filings" heading of the“Financial Information” tab as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
In addition, we will make available our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act through our Internet website at http://investor.lpcorp.com under the “SEC Filings” heading of the “Financial Information” tab as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
We believe that investments in this region can continue to be funded by cash generated by our LPSA segment. Investments as a market leader in this region should enable us to leverage demand while diversifying both our revenue streams and exposure to market cycles.
We believe that investments in this region can continue to be funded by cash generated by our operations in this region. Investments as a market leader in this region should enable us to leverage demand while diversifying both our revenue streams and exposure to market cycles.
Additional information concerning tax matters is set forth under “Risk Factors – Legal and Regulatory Risk Factors - Regulatory and statutory changes applicable to us or our customers, including changes in effective tax rates or tax law, could adversely affect our financial condition and results of operations ” in Item 1A of this annual report on Form 10-K, and in "Note 8 - Income Taxes" of the Notes to the Consolidated Financial Statements included in Item 8 of this annual report on Form 10-K.
Additional information concerning tax matters is set forth under “Risk Factors – Legal and Regulatory Risk Factors - Regulatory and statutory changes applicable to us or our customers, including changes in effective tax rates or tax law, could adversely affect our financial condition and results of operations ” in Item 1A of this annual report on Form 10-K, and in “Note 6 - Income Taxes” of the Notes to the Consolidated Financial Statements included in Item 8 of this annual report on Form 10-K.
Our Siding Solutions products are used in new home construction, repair and remodeling projects, and outdoor structures such as sheds. We intend to continue growing sales in our Siding segment and to increase the breadth of our Siding Solutions product offerings. To do so, we plan to increase the production capacity of these high-margin, value-added products.
Our Siding products are used in new home construction, repair and remodeling projects, and outdoor structures such as sheds. 5 We intend to continue growing sales in our Siding business and to increase the breadth of our Siding product offerings. To do so, we plan to increase the production capacity of these high-margin, value-added products.
Our LP Structural Solutions products are engineered to provide a variety of features such as superior fire resistance, enhanced water and moisture protection, and greater weight-bearing capacity.
Our LP Structural Solutions products are engineered to provide a variety of features such as fire resistance, enhanced water and moisture protection, energy efficiency, and greater weight-bearing capacity.
Our OSB segment manufactures and distributes OSB structural panel products, including the innovative value-added OSB product portfolio known as LP ® Structural Solutions (which includes LP ® TechShield ® Radiant Barrier, LP WeatherLogic ® Air & Water Barrier, LP Legacy ® Premium Sub-Flooring, LP NovaCore ® Thermal Insulated Sheathing, LP ® FlameBlock ® Fire-Rated Sheathing, and LP ® TopNotch ® 350 Durable Sub-Flooring).
Our OSB business manufactures and distributes OSB structural panel products, including the innovative value-added OSB product portfolio known as LP ® Structural Solutions (which includes LP ® FlameBlock ® Fire-Rated Sheathing, LP WeatherLogic ® Air & Water Barrier, LP ® TechShield ® Radiant Barrier, LP Legacy ® Premium Sub-Flooring, and LP ® TopNotch ® 350 Durable Sub-Flooring).
OUR CUSTOMERS We seek to maintain a broad customer base and a balanced approach to national distribution through both wholesale and retail channels. In 2024, our top ten customers accounted for approximately 49% of our net sales.
OUR CUSTOMERS We seek to maintain a broad customer base and a balanced approach to national distribution through both wholesale and retail channels. In 2025, our top ten customers accounted for approximately 47% of our net sales.
The principal customers for our building solutions are retailers, wholesalers, and home building and industrial businesses in North America and South America, with limited sales in Asia, Australia, and Europe. Since our founding in 1972, LP has been Building a Better World ™ by helping customers construct beautiful, durable homes while shareholders build lasting value.
The principal customers for our building solutions are retailers, wholesalers, and home building and industrial businesses in North America and South America. Since our founding in 1972, LP has been Building a Better World ™ by helping customers construct beautiful, durable homes while shareholders build lasting value.
These strategies, objectives, and measures are the basis of our workforce management framework and are advanced through the following programs, policies, and initiatives: Labor Relations. As of December 31, 2024, we employed approximately 4,300 team members, comprising approximately 2,800 in the United States, 800 in Canada, and 700 in South America.
These strategies, objectives, and measures are the basis of our workforce management framework and are advanced through the following programs, policies, and initiatives: Workforce & Labor Relations. As of December 31, 2025, we employed approximately 4,300 employees, comprising approximately 2,800 in the United States, 800 in Canada, and 800 in South America.
We have several options for increased capacity, including the addition of new plants, conversion of existing Oriented Strand Board plants to Siding manufacturing plants, expansion of existing Siding facilities, and expansion of our prefinished capacity and offerings.
We have several options for increased capacity, including the addition of new plants, conversion of existing OSB plants to Siding manufacturing plants, expansion of existing Siding facilities, and expansion of our prefinished capacity and offerings.
Approximately 3,300 team members were employed at manufacturing facilities, and approximately 1,000 team members were subject to collective bargaining agreements and/or national trade union agreements. We are committed to working collaboratively with the unions that represent some of our employees. 9 Health, Safety, and Wellness. We are committed to the health, safety, and wellness of our employees.
Approximately 3,500 employees were employed at manufacturing facilities, and approximately 1,200 employees were subject to collective bargaining agreements and/or national trade union agreements. We are committed to working collaboratively with the unions that represent some of our employees. 9 Health, Safety, and Wellness. We are committed to the health, safety, and wellness of our employees.
Safety is a core principle and key value at LP. We safeguard our people, projects, and reputation by maintaining a safety culture that strives to eliminate workplace incidents, risks, and hazards. Our innovative safety and health processes are at the forefront of everything we do.
Safety is a core value at LP. We safeguard our people, projects, and reputation by maintaining a safety culture that strives to reduce risks to our employees. Our innovative safety and health processes are at the forefront of everything we do.
The LP SmartSide environmental product declarations (EPDs), which detail the cradle-to-grave energy and materials required to produce LP SmartSide Lap, Panel and Trim in North America, demonstrate that the product stores more carbon than is released during its lifecycle, making it a carbon-negative exterior siding product.
The LP SmartSide environmental product declarations (EPDs), which detail the cradle-to-grave energy and materials required to produce LP SmartSide lap, panel, and trim in North America, demonstrate that the products store more carbon than is released during their lifecycles, making them carbon-negative exterior siding products.
Additional information concerning environmental matters is set forth under Item 3 "Legal Proceedings", and in "Note 14 - Commitments and Contingencies" of the Notes to the Consolidated Financial Statements included in Item 8 of this annual report on Form 10-K.
Additional information concerning environmental matters is set forth under Item 3 “Legal Proceedings”, and in “Note 12 - Commitments and Contingencies” of the Notes to the Consolidated Financial Statements included in Item 8 of this annual report on Form 10-K.
In addition, information concerning our: (i) net sales by business segment; (ii) profit by business segment; (iii) identifiable assets by segment; (iv) depreciation and amortization by business segment; (v) capital expenditures by business segment; and (vi) geographic segment information, is included in "Note 18 - Segment Information" of the Notes to the Consolidated Financial Statements included in Item 8 of this annual report on Form 10-K.
In addition, information concerning our: (i) profit by segment; (ii) capital expenditures by segment; (iii) identifiable assets by segment; (iv) goodwill by segment; and (v) geographic area information, is included in “Note 15 - Segment Information” of the Notes to the Consolidated Financial Statements included in Item 8 of this annual report on Form 10-K.
We intend to continue to grow sales of our LP Structural Solutions portfolio as a percentage of our total production and to aggressively manage cost through (i) the efficiency with which we operate our manufacturing facilities (as measured by a widely used operational metric called Overall Equipment Effectiveness, or OEE), (ii) the efficiency with which we convert sustainably harvested wood fiber into our products, and (iii) our ongoing work to optimize logistics and reduce other costs.
Our focus remains on promoting the benefits of LP Structural Solutions while maintaining strict cost control by (i) the efficiency with which we operate our manufacturing facilities (as measured by a widely used operational metric called Overall Equipment Effectiveness, or OEE), (ii) the efficiency with which we convert sustainably harvested wood fiber into our products, and (iii) our ongoing work to optimize logistics and reduce other costs.
We believe that long-term market trends and demographics suggest continued growth in demand for sustainable engineered wood siding in these markets, which we believe we are well-positioned to meet. We routinely evaluate project schedules and market demand to determine when to begin related construction work on Siding Solutions capacity expansion projects. Generate Value-Added Sales Growth Through Customer Focus and Innovation.
We believe that long-term market trends and demographics suggest continued growth in demand for sustainable engineered wood siding in these markets, which we believe we are well-positioned to meet. Generate Value-Added Sales Growth Through Customer Focus and Innovation.
It should be noted that other companies may present sales volume data differently, and therefore, as presented by us, sales volume data may not be comparable to similarly titled measures reported by other companies. We believe that sales volumes can be a useful measure for evaluating and understanding our business.
It should be noted that other companies may present sales volume data differently, and therefore, as presented by us, sales volume data may not be comparable to similarly titled measures reported by other companies.
Years Ended December 31, 2024 2023 2022 Siding 77 % 77 % 76 % OSB 78 % 75 % 72 % LPSA 72 % 75 % 71 % AVAILABLE INFORMATION We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and from time to time, other documents with the SEC.
OEE for the year ended December 31, 2025 and 2024 for each of our businesses is listed below: Year Ended December 31, 2025 2024 2023 Siding 77 % 77 % 77 % OSB 79 % 78 % 75 % AVAILABLE INFORMATION We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and from time to time, other documents with the SEC.
Information contained on, or accessible through, our website is not a part of, and is not incorporated by reference into, this annual report on Form 10-K. INFORMATION ABOUT OUR EXECUTIVE OFFICERS The following list sets forth information about our executive officers who are elected annually by the Board of Directors.
Information contained on, or accessible through, our website is not a part of, and is not incorporated by reference into, this annual report on Form 10-K. 12
We will also seek to drive continued product innovation by utilizing our technological and engineering expertise in wood composites, overlays, chemical treatments, and durable and beautiful paints to better address the needs of our customers. 5 Oriented Strand Board (OSB) Developed as a less expensive and more sustainable alternative to plywood, OSB is used as roof decking, sidewall sheathing and floor underlayment.
We will also seek to drive continued product innovation by utilizing our technological and engineering expertise in wood composites, overlays, chemical treatments, and durable and beautiful paints to better address the needs of our customers.
To maximize our effectiveness in the marketplace, we have a centralized strategic sourcing group that consolidates purchases of certain materials and indirect items across business segments.
LP operates more than 20 manufacturing facilities across North and South America. 7 STRATEGIC SOURCING We rely on various suppliers to furnish the raw materials and inputs used in the manufacturing of our products. To maximize our effectiveness in the marketplace, we have a centralized strategic sourcing group that consolidates purchases of certain materials and indirect items across business segments.
Our Siding segment serves diverse end markets with a broad product portfolio of engineered wood siding, trim, soffit, and fascia, including LP ® SmartSide ® Trim & Siding, LP ® SmartSide ® ExpertFinish ® Trim & Siding, LP BuilderSeries ® Lap Siding, and LP ® Outdoor Building Solutions ® (collectively referred to as Siding Solutions).
Our Siding business serves diverse end markets with a broad product portfolio of engineered wood siding, trim, soffit, and fascia.
In addition, we offer employees the ability to customize benefits options to meet their individual needs and the needs of their families. 10 SEGMENT AND PRICE TREND DATA The following tables present summary data for each of the last three years relating to: (i) housing starts within the United States, (ii) our sales volumes, and (iii) our OEE performance.
It is our policy to fully comply with all laws (domestic and foreign) applicable to equal employment opportunity and discrimination in the workplace. 10 SEGMENT AND PRICE TREND DATA The following tables present summary data for each of the last three years relating to: (i) housing starts within the United States, (ii) our sales volumes, and (iii) our OEE performance.
Other companies may present housing start data differently, and therefore, as presented by us, our housing start data may not be comparable to similarly titled indicators reported by other companies. Year Ended December 31, 2024 2023 2022 Housing starts 1 : Single-Family 1,010 948 1,005 Multi-Family 355 472 547 1,364 1,420 1,553 1 Actual U.S.
Other companies may present housing start data differently, and therefore, as presented by us, our housing start data may not be comparable to similarly titled indicators reported by other companies. The following table sets forth U.S. housing starts data reported by the U.S.
We strive to cultivate a culture and vision that supports and enhances our ability to recruit, develop, and retain diverse talent at every level. Our executive management team provides oversight of our programs, policies, and initiatives focusing on workforce inclusion and belonging, talent and development, and compensation and benefits.
In addition, we offer employees the ability to customize benefits options to meet their individual needs and the needs of their families. Our executive management team provides oversight of our programs, policies, and initiatives focusing on workforce inclusion and belonging, talent and development, and compensation and benefits.
We are headquartered in Nashville, Tennessee, and as of December 31, 2024, we operated 22 plants across the U.S., Canada, Chile, and Brazil.
We are headquartered in Nashville, Tennessee, and as of December 31, 2025, we operate more than 20 manufacturing facilities across North and South America.
The table below summarizes the relative sizes of our business segments in 2024: Segment Net Sales (in millions) Percentage of 2024 Net Sales Siding $ 1,558 53 % Oriented Strand Board (OSB) 1,184 40 % LP South America (LPSA) 190 6 % Other 9 — % $ 2,941 OUR BUSINESS SEGMENTS Siding We believe we are the largest manufacturer of engineered wood siding in North America.
The table below summarizes net sales in 2025 (dollar amounts in millions): Net Sales Percentage of 2025 Net Sales Siding $ 1,689 62 % Oriented Strand Board (OSB) 832 31 % Other 187 7 % $ 2,708 OUR BUSINESS The Company conducts business through three operating segments: Siding, OSB and LPSA.
Removed
LP South America (LPSA) We believe that we are the leading producer of OSB and siding products in South America and that we are positioned to capitalize on the growing demand for materials used in wood-based residential construction in South America.
Added
In the fourth quarter of 2025, the Company determined that LPSA did not meet the reportable segment criteria and beginning with the fourth quarter of 2025, the financial information for the LPSA operating segment is included in Other. These changes had no impact on our consolidated results of operations or financial position.
Removed
Our LPSA segment manufactures and distributes OSB structural panel and Siding Solutions products in South America and certain export markets. This segment also sells and distributes a variety of companion products to support the region’s transition to wood frame construction.
Added
Prior period segment information has been recast to conform to our current presentation. Our other operating segments, Siding and OSB remain reportable operating segments. Other now comprises our South American operations and other products that are not individually significant.
Removed
The LPSA segment carries out manufacturing operations in Chile and Brazil and operates sales offices in Argentina, Brazil, Chile, Colombia, Mexico, Paraguay, and Peru. OUR BUSINESS STRATEGY Grow Our Siding Business.
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See “Note 15 - Segment Information” of the Notes to the Consolidated Financial Statements included in Item 8 of this annual report on Form 10-K for further information regarding our reportable segments. Siding We believe we are the largest manufacturer of engineered wood siding in North America.
Removed
OUR COMPETITORS / COMPETITION The building products industry is highly competitive. We compete internationally with several thousand forest and building products firms, ranging from very large, fully integrated firms to smaller enterprises that may manufacture a few items. We also compete less directly with firms that manufacture substitutes for wood building products.
Added
Our Siding is offered primed (LP ® SmartSide ® Trim & Siding, LP BuilderSeries ® Lap Siding, and LP ® Outdoor Building Solutions ® ) and pre-finished (LP ® SmartSide ® ExpertFinish ® Trim & Siding) to meet the needs of builders and installers in new construction and repair and remodeling applications.
Removed
We currently operate 19 strategically located manufacturing and production facilities in the U.S. and Canada, two facilities in Chile, and one facility in Brazil. 7 STRATEGIC SOURCING We rely on various suppliers to furnish the raw materials and inputs used in the manufacturing of our products.
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Oriented Strand Board (OSB) Developed as a less expensive and more sustainable alternative to plywood, OSB is used as roof decking, sidewall sheathing, and floor underlayment.
Removed
We embrace the diversity of our team members, customers, stakeholders, and consumers, including their unique backgrounds, experiences, ideas, and talents, and are committed to continued efforts to foster an inclusive workplace. We believe all LP team members are valued and appreciated for their distinct contributions to the growth and sustainability of our business.
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Other Our other operations include our South American business (LPSA) that manufactures and distributes OSB structural panels and siding products in South America and certain export markets. Additionally, our other operations includes timber and timberlands as well as other minor products, services, and closed operations, which do not qualify as discontinued operations. OUR BUSINESS STRATEGY Grow Our Siding Business.
Removed
It is our policy to fully comply with all laws (domestic and foreign) applicable to equal employment opportunity and discrimination in the workplace. Talent and Development. Our talent strategy is focused on cultivating a safe and supportive workplace that attracts and welcomes innovative, agile, diverse and resilient talent committed to value creation.
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OUR COMPETITORS / COMPETITION The building products industry is highly competitive. We primarily compete with other building products firms that offer alternative architectural and structural solutions. Our competitors include both large, diversified producers, and smaller regional manufacturers offering a wide variety of materials and product types.
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We are committed to recognizing and rewarding the contributions of our valued employees while continually working to develop, engage, and retain our workforce. We focus on the team member experience, removing barriers to engagement, further modernizing the human relations process, and continually improving our talent practices.
Added
We value the diverse backgrounds, experiences, and perspectives of our employees, customers, and stakeholders, and are committed to fostering an environment where everyone feels a strong sense of belonging. This sense of belonging strengthens our ability to attract, develop, and retain top talent at all levels. Talent and Development.
Removed
Housing starts data, in thousands, reported by U.S. Census Bureau is based upon information published through January 17, 2025.
Added
We are committed to hiring exceptional talent and providing resources that support continuous career growth. We begin with talented individuals who join for a role and stay for long, rewarding careers because we invest in their development, listen to their feedback, and respond to their concerns.
Removed
All information is as of the date of the filing of this annual report on Form 10-K. 12 W. Bradley Southern , age 65, has been Chairperson of the Board of Directors since May 2020 and Chief Executive Officer of the Company since July 2017, and previously was Executive Vice President, Chief Operating Officer from November 2016 to June 2017.
Added
Census Bureau for the quarter and year ended December 31, 2025, 2024, and 2023 (amounts based upon information published through January 9, 2026, in thousands): Year Ended December 31, 2025 1 2024 2023 Housing starts: Single-Family 949 1,013 948 Multi-Family 416 354 472 1,364 1,367 1,420 1 November and December 2025 housing starts have not yet been published by the U.S.
Removed
Prior to that, Mr. Southern served as Executive Vice President of OSB beginning in March 2015, Senior Vice President of Siding beginning in 2012 and Vice President of Specialty Operations beginning in 2004. Mr. Southern has also served as a member of the board of directors of GMS Inc. (NYSE: GMS) since January 2024. Mr.
Added
Census Bureau, and therefore, we have used October 2025 housing starts as the November and December 2025 actual housing starts.
Removed
Southern also serves on the boards of directors of The Forest Products Association of Canada and the Nashville Branch of the Federal Reserve Bank of Atlanta. Nicole C. Daniel , age 56, has been Senior Vice President, General Counsel and Corporate Secretary since September 2019. From July 2013 to September 2019, Ms.
Removed
Daniel served as Vice President, General Counsel and Corporate Secretary at Ciner Resources LP, a leading producer of natural soda ash, which was known as OCI Enterprises prior to its purchase by Ciner in 2015. She also held legal and compliance leadership roles at Albemarle Corp from 2002 to 2013. Alan J.M.
Removed
Haughie , age 61, has been Executive Vice President, Chief Financial Officer since January 2019. From 2013 to 2017, he was Senior Vice President and Chief Financial Officer of ServiceMaster Global Holdings Inc., a Fortune 1000 public company that provides residential and commercial services. From 2010 until 2013, Mr.
Removed
Haughie served as Senior Vice President and Chief Financial Officer of Federal-Mogul Corporation. Jimmy E. Mason , age 46, has been Executive Vice President, General Manager, OSB since February 2022.
Removed
Prior to that, he served as Vice President, Siding Manufacturing from November 2018 to February 2022, as Director Regional Operations for the Company’s Siding business from January 2018 to November 2018, and as Regional Operations Manager for the Siding business from 2015 until January 2018. Mr. Mason has worked in manufacturing operations since 2001, joining the Company in 2006.
Removed
Prior to joining the Company, Mr. Mason held positions with International Paper and Milliken & Company . Jason P. Ringblom , age 42, has been Executive Vice President, General Manager, Siding since February 2022.
Removed
He previously also held the title Executive Vice President, General Manager, EWP from February 2022 until August 2022, when the Company sold the assets related to its Engineered Wood Products (EWP) business. Prior to that, Mr.
Removed
Ringblom served as Executive Vice President, OSB and EWP from January 2017 to February 2022 and as Vice President of OSB sales and marketing from February 2015 to December 2016, and has held various other sales leadership positions at the Company since 2004.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

60 edited+14 added−34 removed98 unchanged
Biggest changeIf any of these or other factors were to render the conduct of our business in a particular country undesirable or impractical, our business, financial condition, or results of operations could be materially adversely affected. 17 We may pursue acquisitions, divestitures, joint ventures, capital investments and other corporate strategic transactions from time to time.
Biggest changeIf any of these or other factors were to render the conduct of our business in a particular country undesirable or impractical, our business, financial condition, or results of operations could be materially adversely affected. 16 In 2025, the U.S. government announced significant changes to U.S. trade policy, including the implementation or planned imposition of new or increased tariffs and trade barriers on a broad range of goods imported from international markets, as well as the potential modification or termination of existing trade agreements between the U.S. and certain other countries.
Cybersecurity risks related to the technology used in our operations and other business processes, as well as security breaches of Company, customer, consumer, employee, or vendor information, could adversely affect our business. We rely on various information technology systems to capture, process, store, and report data and interact with customers, consumers, vendors, and employees.
Cybersecurity risks related to the technology used in our operations and other business processes, as well as security breaches of Company, customer, consumer, employee, or vendor information, could adversely affect our business. We rely on various information technology systems to capture, process, store, and report data and interact with customers, consumers, employees, and vendors.
In addition, our products and markets are subject to extensive and complex local, state, federal, and foreign statutes, ordinances, rules, and regulations.
In addition, our products and markets are subject to extensive and complex federal, local, state, and foreign statutes, ordinances, rules, and regulations.
In addition, an event of default under our Credit Agreement could permit the lenders under our Amended Credit Facility (as defined below) to terminate all commitments to extend further credit under that facility.
In addition, an event of default under our Amended Credit Agreement could permit the lenders under our Amended Credit Facility (as defined below) to terminate all commitments to extend further credit under that facility.
Our Credit Agreement (as defined below) and the indenture governing our 2029 Senior Notes (as defined below) contain a number of restrictive covenants that impose operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interests, including, among others, restrictions on our ability to incur indebtedness, grant liens to secure indebtedness, engage in sale and leaseback transactions, and merge or consolidate or sell all or substantially all of our assets.
Our Amended Credit Agreement (as defined below) and the indenture governing the 2029 Senior Notes (as defined below) contain a number of restrictive covenants that impose operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interests, including, among others, restrictions on our ability to incur indebtedness, grant liens to secure indebtedness, engage in sale and leaseback transactions, and merge or consolidate or sell all or substantially all of our assets.
Nonetheless, final or interim resolution of claims brought forward by Canadian provincial governments and Indigenous nations may result in additional restrictions on wood supply, potentially affecting our operational costs and/or timber prices over the long term. 21 LEGAL AND REGULATORY RISK FACTORS We are subject to significant environmental regulation and environmental compliance expenditures and liabilities.
Nonetheless, final or interim resolution of claims brought forward by Canadian provincial governments and Indigenous nations may result in additional restrictions on wood supply, potentially affecting our operational costs and/or timber prices over the long term. LEGAL AND REGULATORY RISK FACTORS We are subject to significant environmental regulation and environmental compliance expenditures and liabilities.
A payment default or an acceleration following an event of default under our Credit Agreement or our indenture governing our 2029 Senior Notes could trigger an event of default under the other indebtedness obligation, as well as any other debt to which a cross-acceleration or cross-default provision applies, which could result in the principal of and the accrued and unpaid interest on all such debt becoming due and payable ahead of schedule.
A payment default or an acceleration following an event of default under our Amended Credit Agreement or our indenture governing the 2029 Senior Notes could trigger an event of default under the other indebtedness obligation, as well as any other debt to which a cross-acceleration or cross-default provision applies, which could result in the principal of and the accrued and unpaid interest on all such debt becoming due and payable ahead of schedule.
There is no assurance that we will have sufficient resources available to satisfy the related costs and expenses associated with these matters or proceedings. The incurring of costs in excess of our contingency reserves could have a material adverse effect on our business, financial condition, and results of operations. 22 We are subject to the U.S.
There is no assurance that we will have sufficient resources available to satisfy the related costs and expenses associated with these matters or proceedings. The incurring of costs in excess of our contingency reserves could have a material adverse effect on our business, financial condition, and results of operations. We are subject to the U.S.
Additionally, higher interest rates, higher levels of unemployment, restrictive lending practices, heightened regulation, and increased foreclosures could have a material adverse effect on our financial position, results of operations, and cash flows. We have a high degree of product concentration in OSB, which is subject to commodity pricing and associated price volatility.
Additionally, higher interest rates, higher levels of unemployment, restrictive lending practices, heightened regulation, and increased foreclosures could have a material adverse effect on our financial position, results of operations, and cash flows. 18 We have a high degree of product concentration in OSB, which is subject to commodity pricing and associated price volatility.
INDUSTRY RISK FACTORS Our business primarily relies on North American new home construction and repair, which are impacted by risks associated with fluctuations in the housing market. Downward changes in the general economy, the housing market, or other business conditions could adversely affect our results of operations, cash flows, and financial condition.
INDUSTRY RISK FACTORS Our business primarily relies on North American new home construction and repair and remodeling, which are impacted by risks associated with fluctuations in the housing market. Downward changes in the general economy, the housing market, or other business conditions could adversely affect our results of operations, cash flows, and financial condition.
Consequently, we cannot guarantee that existing or future circumstances or developments with respect to contamination will not require significant expenditures by us or have significant adverse impact on our operations. We are subject to various environmental, product liability, and other legal proceedings, matters, and claims.
Consequently, we cannot guarantee that existing or future circumstances or developments with respect to contamination will not require significant expenditures by us or have significant adverse impact on our operations. 20 We are subject to various environmental, product liability, and other legal proceedings, matters, and claims.
In evaluating us, you should consider carefully, among other things, the risks described below and the matters described in “Cautionary Statement Regarding Forward-Looking Statements.” 13 BUSINESS AND OPERATIONAL RISK FACTORS Unplanned events may interrupt our manufacturing operations, which may adversely affect our business.
In evaluating us, you should consider carefully, among other things, the risks described below and the matters described in “Cautionary Statement Regarding Forward-Looking Statements.” BUSINESS AND OPERATIONAL RISK FACTORS Unplanned events may interrupt our manufacturing operations, which may adversely affect our business.
Theft of personal or other confidential data and sensitive proprietary information could also occur as a result of a cybersecurity breach, exposing us to costs and liabilities associated with privacy and data security laws in the jurisdictions in which we operate. 15 While we have security measures in place that are designed to protect customer and other sensitive information and the integrity of our information technology systems and prevent data loss and other security breaches, our security measures or those of our third-party service providers may not be sufficiently broad in scope to protect all relevant information, may not function as planned, or may be breached as a result of third-party action, employee or vendor error, malfeasance, or otherwise.
Theft of personal or other confidential data and sensitive proprietary information could also occur as a result of a cybersecurity breach, exposing us to costs and liabilities associated with privacy and data security laws in the jurisdictions in which we operate. 14 While we have security measures in place that are designed to protect customer and other sensitive information and the integrity of our information technology systems and prevent data loss and other security breaches, our security measures or those of our third-party service providers may not be sufficiently broad in scope to protect all relevant information, may not function as planned, or may be breached as a result of third-party action, employee or vendor error, malfeasance, or otherwise.
Achievement of these priorities and strategies is subject to risks and uncertainties, many of which are outside of our control, and it is possible that we may not achieve all our ESG priorities or certain of our stakeholders might not be satisfied with our efforts regarding ESG matters.
Achievement of these priorities and strategies is subject to risks and uncertainties, many of which are outside of our control, and it is possible that we may not achieve all our priorities or certain of our stakeholders might not be satisfied with our efforts regarding these matters.
OSB product prices are largely driven by the ratio of overall OSB demand to industry capacity. Therefore, we are unable to determine to what extent, if any, we will be able to pass any future OSB raw material cost increases through to our customers through product price increases.
OSB product prices are largely driven by the ratio of overall OSB demand to industry capacity. We are unable to determine to what extent, if any, we will be able to pass any future OSB raw material cost increases through to our customers through product price increases.
Additionally, potential retaliatory tariffs imposed by other countries in response to U.S. trade policies could adversely affect our ability to export products from the United States to key international markets, leading to decreased sales and profitability.
Additionally, potential tariffs imposed by other countries in response to U.S. trade policies could adversely affect our ability to export products from the United States to key international markets, leading to decreased sales and profitability.
In addition, restrictive covenants in our Credit Agreement require us to maintain specified financial ratios and satisfy other financial condition tests. Our ability to meet those financial ratios and tests can be affected by events beyond our control, and we may be unable to meet them.
In addition, restrictive covenants in our Amended Credit Agreement require us to maintain specified financial ratios and satisfy other financial condition tests. Our ability to meet those financial ratios and tests can be affected by events beyond our control, and we may be unable to meet them.
A breach of the covenants or restrictions under our Credit Agreement or under the indenture governing our 2029 Senior Notes could result in an event of default under the applicable indebtedness. Such a default may allow our creditors to accelerate the related debt.
A breach of the covenants or restrictions under our Amended Credit Agreement or under the indenture governing the 2029 Senior Notes could result in an event of default under the applicable indebtedness. Such a default may allow our creditors to accelerate the related debt.
If our warranty reserves are significantly exceeded, the costs associated with such warranties could have a material adverse effect on our financial position, results of operations, and cash flows. 24 We have not independently verified the results of third-party research or confirmed assumptions or judgments upon which it may be based, and the forecasted and other forward-looking information contained therein is subject to inherent uncertainties.
If our warranty reserves are significantly exceeded, the costs associated with such warranties could have a material adverse effect on our financial position, results of operations, and cash flows. 22 We have not independently verified the results of third-party research or confirmed assumptions or judgments upon which it may be based, and the forecasted and other forward-looking information contained therein is subject to inherent uncertainties.
Although we aim to implement AI technology according to responsible procedures and adequate safeguards, our current or future use of AI or machine learning tools in our business operations could expose us to new or additional costs and risks, including the potential introduction of new vulnerabilities or cybersecurity risks within our information technology systems; the potential inadvertent or unauthorized release of our confidential or proprietary information resulting from the use (whether or not authorized) of AI or machine learning tools by our employees, contractors, agents, representatives, vendors or customers; the potential loss of our intellectual property rights or our potential infringement of the intellectual property rights of third parties resulting from the use (whether or not authorized) of AI or machine learning tools in our operations; and potential legal or reputational harms due to insufficient or flawed data, insufficient quality control, or unlawful bias or discrimination associated with the use of AI or machine learning tools.
Although we aim to implement AI technology according to responsible procedures and adequate safeguards, our current or future use of AI or machine learning tools in our business operations could expose us to new or additional costs and risks, including the potential introduction of new vulnerabilities or cybersecurity risks within our information technology systems; the potential inadvertent or unauthorized release of our confidential or proprietary information resulting from the use (whether or not authorized) of AI or machine learning tools by our employees, contractors, agents, representatives, vendors or customers; the potential loss of our intellectual property or our potential infringement of the intellectual property rights of third parties resulting from the use (whether or not authorized) of AI or machine learning tools in our operations; and potential legal or reputational harms due to insufficient or flawed data, inaccurate or misleading outputs, insufficient quality control, or unlawful bias or discrimination associated with the use of AI or machine learning tools.
Our inability to prevent information technology system disruptions or to mitigate the impact of such disruptions could have an adverse effect on our business. 16 Because our intellectual property and other proprietary information may become compromised, we are subject to the risk that competitors could copy our products or processes.
Our inability to prevent information technology system disruptions or to mitigate the impact of such disruptions could have an adverse effect on our business. 15 Because our intellectual property and other proprietary information may become compromised, we are subject to the risk that competitors could copy our products or processes.
Adverse changes in any of these conditions generally, or in any of the markets where we operate, could decrease demand for our products and could adversely impact our businesses by: causing consumers to delay or decrease homeownership; making consumers more price-conscious, resulting in a shift in demand to smaller homes; making consumers more reluctant to make investments in their existing homes; or making it more challenging to secure loans for major renovations or new home construction.
Adverse changes in any of these conditions generally, or in any of the markets where we operate, could decrease demand for our products and could adversely impact our businesses by: causing consumers to delay or decrease homeownership or relocation; making consumers more price-conscious, resulting in a shift in demand to smaller or less expensive homes; making consumers more reluctant to make investments in their existing homes; or making it more challenging to secure loans for major renovations or new home construction.
These transactions may involve risks or may not be successful. Our business strategy may depend, in part, on our ability to accomplish successful acquisitions, divestitures, joint ventures, capital investments and other corporate strategic transactions that we may pursue.
We may pursue acquisitions, divestitures, joint ventures, capital investments and other corporate strategic transactions from time to time. These transactions may involve risks or may not be successful. Our business strategy may depend, in part, on our ability to accomplish successful acquisitions, divestitures, joint ventures, capital investments and other corporate strategic transactions that we may pursue.
In addition, hardware and operating system software and applications that we procure from third parties may contain defects in design or manufacture, including "bugs" and other problems that could unexpectedly interfere with the operation of the systems.
In addition, hardware and operating system software and applications that we procure from third parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation of the systems.
During the year ended December 31, 2024, fire interruptions reduced production by less than 1%, but future fire or other operational interruptions could significantly curtail the production capacity of a facility for a period of time.
During the year ended December 31, 2025, fire interruptions reduced production by less than 1%, but future fire or other operational interruptions could significantly curtail the production capacity of a facility for a period of time.
Adverse changes in the financial or business condition of these wholesale distributors and dealers or our customers, including as a result of the impacts arising from global pandemics, geopolitical conflicts, supply chain disruptions, or inflation, could subject us to losses and affect our ability to bring our products to market.
Adverse changes in the financial or business condition of these wholesale distributors and dealers or our customers, including as a result of the impacts arising from tariffs, geopolitical conflicts, supply chain disruptions, or inflation, could subject us to losses and affect our ability to bring our products to market.
In addition, an increase in transportation rates and oil and/or fuel surcharges could materially and adversely affect financial results, including profitability. Our reliance on third-party wholesale distribution channels could impact our business. We offer our products directly and through a variety of third-party wholesale distributors and dealers.
Further, an increase in transportation rates and oil and/or fuel surcharges could materially and adversely affect financial results, including profitability. 13 Our reliance on third-party wholesale distribution channels could impact our business. We offer our products directly and through a variety of third-party wholesale distributors and dealers.
Our inability to pass increased costs through to our customers could have a material adverse effect on our financial condition, results of operations, and cash flows. In addition, supply disruptions in resin or wood fiber may impact our ability to produce our products or may cause production costs to increase.
Furthermore, supply disruptions in resin or wood fiber may impact our ability to produce our products or may cause production costs to increase. Our inability or unwillingness to pass increased costs through to our customers could have a material adverse effect on our financial condition, results of operations, and cash flows.
Steps taken by the U.S. government to apply new, or increase existing, tariffs on certain products and materials imported into the United States could potentially disrupt our existing supply chains and impose additional costs on our business, including costs with respect to raw materials upon which our business depends.
Steps taken by the U.S. government to apply new, or increase existing, tariffs on certain products and materials imported into the U.S. could potentially disrupt our existing supply chains and have imposed, and could continue to impose, additional costs on our business, including costs with respect to raw materials upon which our business depends.
OSB accounted for about 43% of our North American net sales in each of 2024 and 2023, and 57% in 2022. We expect OSB sales to continue to account for a substantial portion of our revenues and profits in the future. The concentration of our business in the OSB market further increases our sensitivity to commodity pricing and price volatility.
OSB accounted for about 33% of our North American net sales in 2025 and 43% in each of 2024 and 2023. We expect OSB sales to continue to account for a substantial portion of our revenues and profits in the future. The concentration of our business in the OSB market increases our sensitivity to commodity pricing and price volatility.
Therefore, a failure to maintain and increase builder and consumer acceptance of our OSB products could also have a material adverse effect on our financial position, liquidity, results of operations, and cash flows. 20 Intense competition in the building products industry could prevent us from increasing or sustaining our net sales and profitability.
Therefore, a failure to maintain and increase builder and consumer acceptance of our OSB products could also have a material adverse effect on our financial position, liquidity, results of operations, and cash flows. Intense competition in the building products industry could prevent us from increasing or sustaining our net sales and profitability. The markets for our products are highly competitive.
Perceived failures or delays in meeting our ESG priorities could adversely affect public perception of our business, employee morale or customer or stakeholder support, and may negatively impact our financial condition and results of operations.
Perceived failures or delays in meeting our sustainability and corporate responsibility priorities could adversely affect public perception of our business, employee morale or customer or stakeholder support, and may negatively impact our financial condition and results of operations.
The rapid evolution and increased adoption of generative artificial intelligence (AI) is further increasing risks in this area, including by making fraud detection more difficult, particularly with detection devices that use voice recognition or authentication.
The rapid evolution and increased adoption of generative artificial intelligence (AI) is further increasing risks in this area, including by making cyberattacks more difficult to detect, contain or mitigate and making fraud detection more difficult, particularly with detection devices that use voice recognition or authentication.
Such retaliatory tariffs could also increase the cost of certain components and materials that we import into the United States, further straining our supply chain and impacting our overall financial performance.
Such retaliatory tariffs could also increase the cost of certain components and materials that we import into the U.S., further straining our supply chain and impacting our overall financial performance.
These risks include but are not limited to the following, in addition to the other risks described above: • changes in general and global economic conditions, including impacts from rising inflation, supply chain disruptions, new, ongoing, or escalated geopolitical or military conflicts or tensions including the conflict between Russia and Ukraine, the conflict in Israel and the surrounding areas, tensions between the United States and China and tensions between China and Taiwan, and global pandemics and/or health emergencies; • compliance with a wide variety of health and safety laws and regulations and changes to such laws and regulations; • the exertion of influence over us, individually or collectively, by a few entities with concentrated ownership of our stock; • new or modified legislation related to health care, data privacy, climate change or cybersecurity; • compliance with Section 404 of the Sarbanes-Oxley Act of 2002, including the potential impact of compliance failures; and • failure to meet the expectations of investors, including as a result of factors beyond the control of an individual company.
These risks include but are not limited to the following, in addition to the other risks described above: • changes in general and global economic conditions, including impacts from rising inflation, supply chain disruptions, new, ongoing, or escalated geopolitical or military conflicts or tensions; • compliance with a wide variety of health and safety laws and regulations and changes to such laws and regulations; • the exertion of influence over us, individually or collectively, by a few entities with concentrated ownership of our stock; • new or modified legislation related to health care, data privacy, AI, climate change or cybersecurity; • compliance with Section 404 of the Sarbanes-Oxley Act of 2002, including the potential impact of compliance failures; and • failure to meet the expectations of investors, including as a result of factors beyond the control of an individual company.
Our international operations and sourcing of materials could be harmed by a variety of factors, including: • recessionary trends in international markets; • legal and regulatory changes and the burdens and costs of our compliance with a variety of laws, including but not limited to export controls, import and customs trade restrictions, tariffs (including tariffs applicable to goods imported into the United States from China, Mexico, Canada, Colombia, or other countries), and regulations related to public health matters; • increases in transportation costs or transportation delays; • work stoppages, unionization efforts and labor strikes; • fluctuations in currency exchange rates, particularly the value of the U.S. dollar relative to other currencies; and • social and political unrest, geopolitical and military conflicts or tensions, terrorism and economic instability.
Our international operations and sourcing of materials could be harmed by a variety of factors, including: • recessionary trends in international markets; • legal and regulatory changes and the burdens and costs of our compliance with a variety of laws, including but not limited to export controls, import and customs trade restrictions, tariffs, and regulations related to public health matters; • increases in transportation costs or transportation delays; • work stoppages, unionization efforts and labor strikes; • fluctuations in currency exchange rates, particularly the value of the U.S. dollar relative to other currencies; and • social and political unrest, geopolitical and military conflicts or tensions, terrorism and economic instability.
There has been an increased focus, including from investors, the general public and U.S. and foreign governmental and nongovernmental authorities, regarding environmental, social, and governance (ESG) matters, including with respect to climate change, greenhouse gas emissions, packaging and waste, sustainable supply chain practices, deforestation, and land, energy, and water use.
There has been an evolving focus, including from investors, the general public, and U.S. and foreign governmental and nongovernmental authorities, regarding sustainability matters, including with respect to climate change, greenhouse gas emissions, packaging and waste, sustainable supply chain practices, deforestation, and land, energy, and water use.
The markets for our products are highly competitive. Our competitors range from very large, fully integrated forest and building products firms to smaller firms that may manufacture only one or a few types of products.
Our competitors range from very large, fully integrated forest and building products firms to smaller firms that may manufacture only one or a few types of products.
The impact of the ongoing conflict in Israel and surrounding areas and/or escalation thereof and the tensions between the United States and China and between China and Taiwan could include increased volatility in financial and commodity markets, increased energy prices, increased maritime shipping costs, supply chain disruptions, a higher level of general market and macroeconomic instability, and violent protests or political or social unrest in areas outside the immediate conflict area, among other things.
The impact of ongoing conflicts and/or escalation thereof could include increased volatility in financial and commodity markets, increased energy prices, increased maritime shipping costs, supply chain disruptions, a higher level of general market and macroeconomic instability, increased cyber attacks and violent protests or political or social unrest in areas outside the immediate conflict area, among other things.
The manufacturing of our products is subject to unplanned events such as explosions, fires, inclement weather, natural disasters, accidents, equipment failures, labor disruptions, transportation interruptions, supply interruptions, public health issues (including pandemics and quarantines), riots, civil insurrection or social unrest, looting, protests, strikes, and street demonstrations.
The manufacturing of our products is subject to unplanned events such as explosions, fires, inclement weather, natural disasters, accidents, equipment failures, or labor disruptions that may be caused by, among other factors, changes in immigration policy, transportation interruptions, supply interruptions, public health issues (including pandemics and quarantines), riots, civil insurrection or social unrest, looting, protests, strikes, and street demonstrations.
Further, our ability to effectively manage inventory levels at wholesale distributor locations may be impaired as a result of adverse changes in the financial or business condition of such wholesale distributors, which could increase expenses associated with excess and obsolete inventory and negatively impact our cash flows. 14 We may experience difficulties in the development, launch or production ramp-up of new products, which could adversely affect our business.
Further, our ability to effectively manage inventory levels at wholesale distributor locations may be impaired as a result of adverse changes in the financial or business condition of such wholesale distributors, which could increase expenses associated with excess and obsolete inventory and negatively impact our cash flows.
Our suppliers and the third parties we rely on for transportation may also be impacted by increased ESG reporting requirements or risks associated with the transition to a lower carbon economy, which may adversely impact their ability to provide us with goods and services.
Our suppliers and the third parties we rely on for transportation may also be impacted by evolving sustainability reporting requirements or risks associated with the transition to a lower carbon economy, which may adversely impact their ability to provide us with goods and services and we may be unable to meet consumer demands at the same cost or in a timely fashion.
In addition, our financial results, our level of indebtedness, and our credit ratings could adversely affect the availability and terms of any additional or replacement financing. 25 More detailed descriptions of our Credit Agreement and the indenture governing our 2029 Senior Notes are included in filings made by us with the SEC, along with the documents themselves, copies of which are filed as exhibits to this annual report on Form 10-K and which provide the full text of these covenants.
More detailed descriptions of our Amended Credit Agreement and the indenture governing the 2029 Senior Notes are included in filings made by us with the SEC, along with the documents themselves, copies of which are filed as exhibits to this annual report on Form 10-K and which provide the full text of these covenants.
As a result of these restrictions, we may be: • limited in how we conduct our business and grow in accordance with our strategy; • unable to raise additional debt or equity financing to operate during general economic or business downturns; or • unable to compete effectively or to take advantage of new business opportunities.
In the event our lenders or noteholders accelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness. 23 As a result of these restrictions, we may be: • limited in how we conduct our business and grow in accordance with our strategy; • unable to raise additional debt or equity financing to operate during general economic or business downturns; or • unable to compete effectively or to take advantage of new business opportunities.
Our continued success depends in part on our ability to develop new products that will meet the demands of our customers. We may not be successful in developing new products on an effective and financially profitable basis.
We may experience difficulties in the development, launch or production ramp-up of new products, which could adversely affect our business. Our continued success depends in part on our ability to develop new products that will meet the demands of our customers. We may not be successful in developing new products on an effective and financially profitable basis.
Our business could be negatively affected by the impact of new or ongoing military or geopolitical conflicts on international markets and the global economy.
The impact of new ongoing or escalated military and geopolitical conflicts and tensions on the global economy, energy supplies and raw materials may prove to negatively impact our business and operations. Our business could be negatively affected by the impact of new or ongoing military or geopolitical conflicts on international markets and the global economy.
Likewise, any investigation of any potential violations of the FCPA, other anti-corruption laws, or Trade Control Laws by the U.S. or foreign authorities could also have an adverse impact on our reputation, business, financial condition, and results of operations.
Likewise, any investigation of any potential violations of the FCPA, other anti-corruption laws, or Trade Control Laws by the U.S. or foreign authorities could also have an adverse impact on our reputation, business, financial condition, and results of operations. 21 Regulatory and statutory changes applicable to us or our customers, including changes in tax law or effective tax rates, could adversely affect our financial condition and results of operations.
In addition, global climate change may increase the frequency or intensity of extreme weather events, such as storms, floods, heat waves, and other events that could affect our facilities and demand for our products. Governmental regulations or restrictions intended to reduce greenhouse gas emissions and other climate change impacts are emerging and present potential transition risks.
In addition, global climate change may increase the frequency or intensity of extreme weather events, such as storms, floods, heat waves, and other events that could affect our facilities and demand for our products.
Changes in any of these laws, rules, or regulations could result in additional compliance costs, seizures, confiscations, recalls or monetary fines, any of which could prevent or inhibit the manufacture, dis tribution and sale of our products. We are also subject to periodic examination of our income tax returns by the Internal Revenue Service and other tax authorities.
We, and many of our customers, are subject to various national, state and local laws, rules, and regulations . Changes in any of these laws, rules, or regulations could result in additional compliance costs, seizures, confiscations, recalls or monetary fines, any of which could prevent or inhibit the manufacture, dis tribution and sale of our products.
There can be no assurance that the outcomes from these examinations will not have a material adverse effect on our business, financial condition, and results of operations, or that our provision for income taxes will be sufficient. 23 We are also exposed to changes in tax law, as well as any future regulations issued and changes in interpretations of tax laws, which can impact our current and future years' tax provisions.
There can be no assurance that the outcomes from these examinations will not have a material adverse effect on our business, financial condition, and results of operations, or that our provision for income taxes will be sufficient.
We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes.
We are also subject to periodic examination of our income tax returns by the Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes.
If any of our third-party transportation providers were to fail to deliver the goods we manufacture or distribute in a timely manner, including as a result of the impacts arising from global pandemics or worsening economic conditions, we may be unable to sell those products at full value or at all.
If any of our third-party transportation providers were to fail to deliver the goods we manufacture or distribute in a timely manner, or fail to deliver raw materials to us in a timely manner, it could impact our ability to manufacture and deliver our products, or to sell those products at full value or at all.
The unpredictability and frequency of natural disasters such as hurricanes, earthquakes, hailstorms, wildfires, snow, ice storms, the spread of disease, and insect infestations could affect the supply of raw materials or cause variations in their costs, or variations in transportation-related costs.
We cannot predict whether our disclosures or performance will be considered satisfactory or the extent to which a change in monitoring, assessing, or reporting of sustainability may impact our operations, financing condition, and results. 17 The unpredictability and frequency of natural disasters such as hurricanes, earthquakes, hailstorms, wildfires, snow, ice storms, the spread of disease, and insect infestations could affect the supply of raw materials or cause variations in their costs, or variations in transportation-related costs.
In areas where there are treaties, such as in Manitoba, where LP operates, provincial governments are required by law to consult with Indigenous nations regarding land use development projects including, forest management plans and operations. Canadian provincial governments are actively engaged in consultations or negotiations with Indigenous groups.
Provincial governments are required by law to consult with Indigenous nations regarding land use development projects, including forest management plans and operations permits. 19 Canadian provincial governments are actively engaged in consultations or negotiations with Indigenous groups. Negotiations sometimes progress slowly and may be subject to litigation if rights-based interests are not fully addressed.
To offset this risk, we proactively engage in efforts to share information and develop positive relationships with Indigenous communities that have cultural, spiritual, and economic interests in the areas where we operate. This focused engagement enables us to further understand and observe the rights of Indigenous groups relating to forestry activities while also minimizing risks to our business operations.
This focused engagement enables us to further understand and observe the rights of Indigenous groups relating to forestry activities while also minimizing risks to our business operations.
Certain challenges we face in meeting our ESG priorities are also captured within our voluntary sustainability report contained on our website, which is not incorporated by reference into and does not form any part of this annual report on Form 10-K or our other filings with the SEC.
From time to time, we announce certain aspirations and priorities relevant to these matters and publish information about our sustainability and corporate responsibility priorities, strategies, and progress on our corporate website, our sustainability report and in public filings (none of which are incorporated by reference into and do not form any part of this annual report on Form 10-K or our other filings with the SEC unless expressly incorporated by reference).
Our results of operations may be adversely affected by potential shortages of raw materials and increases in raw material costs . The most significant raw material used in our operations is wood fiber. Wood fiber is subject to commodity pricing, which fluctuates based on market factors over which we have no control.
Wood fiber is subject to commodity pricing, which fluctuates based on market factors over which we have no control.
If our suppliers or the third parties we rely on for transportation are unable to comply with environmental laws and regulations, we may be unable to meet consumer demands at the same cost or in a timely fashion. 19 Our reputation may be adversely affected if we are not able to achieve our ESG priorities or otherwise meet the expectations of our stakeholders with respect to ESG matters.
Our reputation may be adversely affected if we are not able to achieve our sustainability and corporate responsibility priorities or otherwise meet the expectations of our stakeholders with respect to these matters. We strive to deliver shared value through our business.
These conflicts and tensions and other military or geopolitical conflicts or tensions that may arise in the future could materially adversely affect our operations, financial position, and results. Our business, financial condition, and results of operations have been, and may again be, adversely affected by global pandemics or other health emergencies.
These conflicts and tensions and other military or geopolitical conflicts or tensions that may arise in the future could materially adversely affect our operations, financial position, and results. We are subject to physical, operational, transitional, and financial risks associated with climate change and global, regional, and local weather conditions, and with legal, regulatory, and market responses to climate change.
Negotiations sometimes progress slowly and may be subject to litigation if rights-based interests are not fully addressed. In addition, it can take time for Canadian provincial governments to consult with Indigenous groups, and this too can be subject to litigation.
In addition, it can take time for Canadian provincial governments to consult with Indigenous groups, and this too can be subject to litigation. To offset this risk, we proactively engage in efforts to share information and develop positive relationships with Indigenous communities that have cultural, spiritual, and economic interests in the areas where we operate.
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Similarly, if any of these providers were to fail to deliver raw materials to us in a timely manner, we may be unable to manufacture our products in response to customer demand.
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While we maintain cybersecurity insurance, the costs related to cybersecurity threats or disruptions may not be fully insured.
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The impact of new ongoing or escalated military and geopolitical conflicts and tensions, including the conflict between Russia and Ukraine and the conflict in Israel and the surrounding areas, on the global economy, energy supplies and raw materials may prove to negatively impact our business and operations.
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In response, certain countries have imposed, or are considering, retaliatory tariffs on U.S. exports. Changing trade policy in the U.S. and other countries could continue to increase the cost of certain raw materials or components that are critical to our manufacturing process, which could have a material negative impact on our manufacturing costs and our overall financial performance.
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The global economy has been negatively impacted by the ongoing military conflict between Russia and Ukraine. Furthermore, governments in the United States and several European and Asian countries have imposed export controls on certain products and financial and economic sanctions on certain industry sectors and parties in Russia.
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For the year ended December 31, 2025, we incurred $8 million in expenses related to new or increased tariffs.
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Although we have no operations in Russia or Ukraine, we have experienced shortages in materials and increased costs for transportation, energy, and raw material due in part to the negative impact of the Russia-Ukraine military conflict on the global economy. The scope and duration of the military conflict in Ukraine is uncertain and hard to predict.
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While we do not consider the impact on our 2025 financial results to be material, and impact from increased tariffs are not currently expected to be material in 2026, given the rapid changes and growing uncertainty relating to the global tariff landscape, the potential impact of these factors on our future operational and financial performance is uncertain and our sales and our competitive position within the U.S. market and in markets outside the U.S. could be negatively impacted.
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Further escalation of geopolitical tensions related to the military conflict, including increased trade barriers or restrictions on global trade, could result in, among other things, cyberattacks, supply disruptions, lower consumer demand, and changes to foreign exchange rates and financial markets, any of which may adversely affect our business and supply chain.
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Stakeholder expectations regarding sustainability practices are diverse, rapidly changing, and may impact reporting requirements, voluntary disclosures, and the setting of goals and commitments. Developing, sharing and acting on sustainability initiatives, and collecting, measuring, and reporting related data, can be costly, difficult, and time-consuming. Any failure or perceived failure by us in this regard could adversely impact our business and reputation.
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The extent to which global pandemics and/or other health emergencies would impact our business, financial condition, cash flows, and results of operations in the future is uncertain and will depend on numerous evolving factors beyond our control.
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Our results of operations may be adversely affected by potential shortages of raw materials and increases in raw material costs . We purchase various raw materials, including, among others, wood, wood-based, and resin products, which are subject to price fluctuations that could materially increase our manufacturing costs.
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Global pandemics and/or other health emergencies may have a material adverse effect on our business or our supply of raw materials, production, distribution channels, and customers, including business shutdowns or disruptions for an indefinite period of time, reduced operations, labor shortages and disruptions, restrictions on manufacturing or shipping products or reduced consumer demand. 18 We are subject to physical, operational, transitional, and financial risks associated with climate change and global, regional, and local weather conditions, and with legal, regulatory, and market responses to climate change.
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Further, some of our suppliers have consolidated and other suppliers may do so in the future. Combined with increased demand, such consolidation could increase the price of our supplies and raw materials. The most significant raw material used in our operations is wood fiber.
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Evolving opinions from these groups with respect to ESG matters may impact reporting requirements with respect to ESG metrics, expectations that such metrics will be voluntarily disclosed by companies such as ours, and opinions as to whether we should make commitments, set targets, or establish goals, and take action to meet them.
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We are also exposed to changes in tax laws, as well as any future regulations issued and changes in interpretations of tax laws, which can impact our current and future years' tax provisions.
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While we have voluntarily provided certain disclosures with respect to various ESG matters, including climate change, we cannot predict whether such disclosures will be considered satisfactory by our stakeholders or relevant governmental or nongovernmental authorities.
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We monitor tax legislation changes on a global basis, including changes arising as a result of the Organization for Economic Cooperation and Development’s multi-jurisdictional plan of action to address base erosion and profit shifting, commonly referred to as the Pillar Two Inclusive Framework and the 2025 One Big Beautiful Bill Act (“The Tax Act”) with effective dates of enacted provisions ranging from 2025 through 2027.
Removed
Additionally, we cannot predict the extent to which a change in monitoring, assessing, or reporting of ESG matters may impact our operations, financial conditions and results.
Added
Both Pillar Two and The Tax Act are discussed further in "Note 6, Income Taxes" of the Notes to the Consolidated Financial Statements included in Item 8 of this annual report on Form 10-K.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe evaluate third-party cybersecurity risk controls through various assessment activities carried out by LP employees and by third-party service providers acting on our behalf. We engage an independent third party to conduct an annual Security Program Assessment under the Capability Maturity Model Integration framework.
Biggest changeWe evaluate third-party cybersecurity risk controls through various assessment activities carried out by LP employees and by third-party service providers acting on our behalf.
The Enterprise Risk Management Committee (i) meets quarterly and as-needed to review and discuss the Company’s risks, including cybersecurity threats, incident responses, technology, the status of projects to strengthen the Company’s information security systems, assessments of the Company’s cybersecurity program and the emerging threat landscape and (ii) reports risks related to any material cybersecurity incidents, as needed, to the Board of Directors and the Finance and Audit Committee (FAC) of the Board of Directors. 27 Board Responsibilities Oversight of risks from cybersecurity threats is shared by the Board of Directors and the FAC.
The Enterprise Risk Management Committee (i) meets quarterly and as-needed to review and discuss the Company’s risks, including cybersecurity threats, incident responses, technology, the status of projects to strengthen the Company’s information security systems, assessments of the Company’s cybersecurity program and the emerging threat landscape and (ii) reports risks related to any material cybersecurity incidents, as needed, to the Board of Directors and the Finance and Audit Committee (FAC) of the Board of Directors. 25 Board Responsibilities Oversight of risks from cybersecurity threats is shared by the Board of Directors and the FAC.
Please see "Risk Factors – Business and Operational Risk Factors – Cybersecurity risks related to the technology used in our operations and other business processes, as well as security breaches of Company, customer, consumer, employee, or vendor information, could adversely affect our business " in Item 1A of this annual report on Form 10-K for additional discussion of cybersecurity risks applicable to LP.
Please see “Risk Factors – Business and Operational Risk Factors – Cybersecurity risks related to the technology used in our operations and other business processes, as well as security breaches of Company, customer, consumer, employee, or vendor information, could adversely affect our business ” in Item 1A of this annual report on Form 10-K for additional discussion of cybersecurity risks applicable to LP.
Management Responsibilities Our cybersecurity program is managed by our Information Security Officer (ISO). Our ISO has over six years of cybersecurity experience working in publicly traded companies, with expertise leading risk remediation efforts in vulnerability management, network security, security awareness, threat monitoring, data security and cloud security.
Management Responsibilities Our cybersecurity program is managed by our Information Security Officer (ISO). Our ISO has over eight years of cybersecurity experience working in publicly traded companies, with expertise leading risk remediation efforts in vulnerability management, network security, security awareness, threat monitoring, data security and cloud security.
The FAC oversees our cybersecurity program. The ISO provides the FAC with an annual presentation on our cybersecurity program, emerging threats, and the state of LP’s cybersecurity maturity. In addition, the ISO provides updates to the FAC no less often than annually with respect to additional information regarding the cybersecurity program. 28
The FAC oversees our cybersecurity program. The ISO provides the FAC with an annual presentation on our cybersecurity program, emerging threats, and the state of LP’s cybersecurity maturity. In addition, the ISO provides updates to the FAC no less often than annually with respect to additional information regarding the cybersecurity program. 26
To respond to the threat of security breaches and cyberattacks, we maintain a cybersecurity program designed to protect and preserve the confidentiality, integrity and continued availability of all information owned by, or in the care of, LP.
To respond to the threat of security breaches and cyberattacks, we maintain a cybersecurity program designed to protect and preserve the confidentiality, integrity and continued availability of all information and operational processes owned by, or in the care of, LP.
The ISO, along with her team, is responsible for leading an enterprise-wide information security strategy, including policy, standards, architecture, processes, and security technology.
The ISO, along with the cybersecurity team, is responsible for leading an enterprise-wide information security strategy, including policy, standards, architecture, processes, and security technology.
We continually work with third-party experts to advise on new threats and cybersecurity strategy best practices for specific capabilities. No risks from cybersecurity threats have materially affected, nor has LP identified any specific risks from known cybersecurity threats that are reasonably likely to materially affect, LP, including our business strategy, results of operations or financial condition.
No risks from cybersecurity threats have materially affected, nor has LP identified any specific risks from known cybersecurity threats that are reasonably likely to materially affect, LP, including our business strategy, results of operations or financial condition.
For incident alerts and response, we outsource around-the-clock coverage to a third-party managed service provider who provides timely alerting and notification of potential cybersecurity issues. In 2023, we also engaged a specialized third-party assessor to perform an operational technology security assessment for a subset of our manufacturing facilities.
For incident alerts and response, we outsource around-the-clock coverage to a third-party managed service provider who provides timely alerting and notification of potential cybersecurity issues. We continually work with third-party experts to advise on new threats and cybersecurity strategy best practices for specific capabilities.
Added
We engage independent third parties to conduct, on an annual basis, either a Security Program Assessment under the Capability Maturity Model Integration (CMMI) framework or the National Institute of Standards and Technology (NIST) framework, or targeted penetration testing combined with security controls assessments.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeOSB 2 Siding 3 OSB production facilities - 3/8” basis, million square feet Siding production facilities - 3/8” basis, million square feet Carthage, TX 500 Dawson Creek, British Columbia, Canada 1 300 Clarke County, AL 725 Hayward, WI 1 475 Hanceville, AL 420 Houlton, ME 1 220 Jasper, TX 475 Newberry, MI 165 Maniwaki, Quebec, Canada 650 Sagola, MI 1 300 Peace Valley, British Columbia, Canada 800 Swan Valley, Manitoba, Canada 1 380 Roxboro, NC 525 Tomahawk, WI 245 7 facilities 4,095 Two Harbors, MN 235 8 facilities 2,320 LPSA OSB/Siding production facilities - 3/8” basis, million square feet Siding finishing facilities - 3/8” basis, million square feet Lautaro, Chile 160 Bath, NY 55 Panguipulli, Chile 300 Green Bay, WI 105 Ponta Grossa, Brazil 330 Roaring River, NC 75 3 facilities 790 3 facilities 235 1 The Dawson Creek, British Columbia, Canada; Hayward, WI; Houlton, ME; Sagola, MI; and Swan Valley, Manitoba, Canada plants are used in the operations of our Siding segment but can also produce commodity OSB when market conditions warrant. 2 In addition to the OSB plants listed, we own a facility in Watkins, MN, which supports our LP ® Structural Solutions portfolio and a logging operation in Maniwaki, Ontario, Canada, which supports our OSB operations at that location. 3 We routinely evaluate project schedules and market demand to determine when to begin related construction work on Siding Solutions capacity expansion projects. 29
Biggest changeOSB Siding OSB production facilities - 3/8” basis, million square feet Siding production facilities - 3/8” basis, million square feet Carthage, TX 500 Dawson Creek, British Columbia, Canada 1 300 Clarke County, AL 725 Hayward, WI 1 475 Hanceville, AL 420 Houlton, ME 1 220 Jasper, TX 475 Newberry, MI 165 Maniwaki, Quebec, Canada 2 650 Sagola, MI 1 300 Peace Valley, British Columbia, Canada 800 Swan Valley, Manitoba, Canada 1 380 Roxboro, NC 525 Tomahawk, WI 245 7 facilities 4,095 Two Harbors, MN 235 8 facilities 2,320 South America Siding finishing facilities - 3/8” basis, million square feet OSB/Siding production facilities - 3/8” basis, million square feet Bath, NY 55 Lautaro, Chile 160 Green Bay, WI 105 Panguipulli, Chile 300 Roaring River, NC 75 Ponta Grossa, Brazil 330 3 facilities 235 3 facilities 790 1 The Dawson Creek, British Columbia, Canada; Hayward, WI; Houlton, ME; Sagola, MI; and Swan Valley, Manitoba, Canada plants are used in the operations of our Siding segment but can also produce commodity OSB when market conditions warrant. 2 We own a logging operation in Maniwaki, Ontario, Canada, which supports our OSB operations at that location. 27
ITEM 2. Properties We lease office space from third parties for our corporate headquarters in Nashville, Tennessee and our LPSA segment headquarters in Santiago, Chile. Information regarding our principal manufacturing facilities, all of which we own, and their production capacities is set forth in the following table.
ITEM 2. Properties We lease office space from third parties for our corporate headquarters in Nashville, Tennessee and our South American headquarters in Santiago, Chile. Information regarding our principal manufacturing facilities, all of which we own, and their production capacities is set forth in the following table.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeFor information regarding our financial statement reserves for the estimated costs of the environmental and legal matters referred to above, see "Note 14 - Commitments and Contingencies" of the Notes to the Consolidated Financial Statements included in Item 8 in this annual report on Form 10-K.
Biggest changeFor information regarding our financial statement reserves for the estimated costs of the environmental and legal matters referred to above, see “Note 12 - Commitments and Contingencies” of the Notes to the Consolidated Financial Statements included in Item 8 in this annual report on Form 10-K.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeLP may initiate, discontinue, or resume purchases of its common stock under the 2024 Share Repurchase Program in the open market, in block, or in privately negotiated transactions, including under Rule 10b5-1 plans, at times and in such amounts as management deems appropriate without prior notice, subject to market and business conditions, regulatory requirements, and other factors.
Biggest changeLP may initiate, discontinue, or resume purchases of its common stock under the 2024 Share Repurchase Program in the open market, in block transactions, or in privately negotiated transactions, including under Rule 10b5-1 plans, at times and in such amounts as management deems appropriate without prior notice, subject to market and business conditions, regulatory requirements, and other factors. 29 PERFORMANCE GRAPH The following graph compares the cumulative total stockholder return, including dividends paid (assuming reinvestment of dividends) and appreciation or depreciation in stock price, from a $100 investment in LP common stock for the period from December 31, 2020 through December 31, 2025, to the cumulative total stockholder return from a $100 investment in the Standard & Poor’s 500 Stock Index and Standard & Poor’s Building Products Index for the same period.
We will continue to review our ability to pay cash dividends on an ongoing basis, and the payment of dividends in the future is subject to the discretion of LP’s Board of Directors depending upon, among other factors, our financial condition, general market and business conditions, and legal and contractual restrictions on the payment of dividends, including compliance with the terms of our Credit Agreement.
We will continue to review our ability to pay cash dividends on an ongoing basis, and the payment of dividends in the future is subject to the discretion of LP’s Board of Directors and is dependent upon, among other factors, our financial condition, general market and business conditions, and legal and contractual restrictions on the payment of dividends, including compliance with the terms of our Amended Credit Agreement.
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The common stock of LP is listed on the New York Stock Exchange with the ticker symbol “LPX.” As of February 14, 2025, there were approximately 3,243 stockholders of record of our common stock.
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The common stock of LP is listed on the New York Stock Exchange with the ticker symbol “LPX.” As of February 13, 2026, there were approximately 3,085 stockholders of record of our common stock.
On February 14, 2025, we declared a quarterly dividend of $0.28 per share, payable on March 13, 2025, to stockholders of record as of the close of business on February 27, 2025.
On February 13, 2026, we declared a quarterly dividend of $0.30 per share, payable on March 13, 2026, to stockholders of record as of the close of business on February 27, 2026.
DIVIDEND POLICY We paid quarterly cash dividends of $0.26 per share for each quarter of 2024. We paid quarterly cash dividends of $0.24 per share for each quarter of 2023.
DIVIDEND POLICY We paid quarterly cash dividends of $0.28 per share for each quarter of 2025. We paid quarterly cash dividends of $0.26 per share for each quarter of 2024.
ISSUER PURCHASES OF EQUITY SECURITIES During May 2022 and May 2024, LP's Board of Directors authorized share repurchase programs under which LP was authorized to repurchase up to $600 million (the 2022 Share Repurchase Program) and $250 million (the 2024 Share Repurchase Program), respectively, of its outstanding common stock.
ISSUER PURCHASES OF EQUITY SECURITIES In May 2024, our Board of Directors authorized a share repurchase program under which LP was authorized to repurchase up to $250 million of its outstanding common stock (the 2024 Share Repurchase Program).
As of December 31, 2024, LP had $238 million of repurchase authorization remaining under the 2024 Share Repurchase Program.
We did not make any repurchases of LP common stock pursuant to the 2024 Share Repurchase program or otherwise during the quarter ended December 31, 2025. As of December 31, 2025, LP had $177 million of repurchase authorization remaining under the 2024 Share Repurchase Program.
Removed
The following amount of our common stock was repurchased under this authorization during the quarter ended December 31, 2024: Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Purchase Plans or Programs 1 Approximate Dollar Value of Shares Available for Repurchase Under the Plans or Programs (in millions) October 1, 2024 - October 31, 2024 — $ — — $ 262 November 1, 2024 - November 30, 2024 — $ — — $ 262 December 1, 2024 - December 31, 2024 219,662 $ 108.63 219,662 $ 238 Total for Fourth Quarter 2024 219,662 219,662 1 On May 3, 2022, LP’s Board of Directors authorized the 2022 Share Repurchase Program under which LP may repurchase shares of its common stock totaling up to $600 million.
Removed
On May 7 , 2024, LP’s Board of Directors authorized the 2024 Share Repurchase Program under whi ch LP may repurchase shares of its common stock totaling up to $250 million. 31 PERFORMANCE GRAPH The following graph compares the cumulative total return to investors, including dividends paid (assuming reinvestment of dividends) and appreciation or depreciation in stock price, from an investment in LP common stock for the period from December 31, 2019 through December 31, 2024, to the total cumulative return to investors from the Standard & Poor’s 500 Stock Index and Standard & Poor’s Building Products Index for the same period.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeAdjusted EBITDA, Adjusted Income, and Adjusted Diluted EPS have material limitations as performance measures because they exclude items that are actually incurred or experienced in connection with the operation of our business. 36 The following table presents significant items by operating segment and reconciles net income to Adjusted EBITDA (dollar amounts in millions): Year ended December 31, 2024 2023 2022 Net income $ 420 $ 178 $ 1,083 Add (deduct): Net loss attributed to non-controlling interest — — 3 Income from discontinued operations, net of income taxes — — (198) Income attributed to LP from continuing operations $ 420 $ 178 $ 888 Provision for income taxes 140 74 274 Depreciation and amortization 126 119 129 Stock-based compensation expense 20 13 19 Loss on impairment attributed to LP 5 6 1 Other operating credits and charges, net 8 18 (16) Business exit credits and charges (14) 32 — Pension settlement charges — 4 82 Interest expense 14 14 11 Investment income (22) (18) (14) Other non-operating items (9) 39 15 Adjusted EBITDA $ 688 $ 478 $ 1,389 Siding 390 269 339 OSB 298 220 1,034 LPSA 42 42 77 Other (8) (17) (23) General corporate and other expenses, net (34) (36) (38) Total Adjusted EBITDA $ 688 $ 478 $ 1,389 37 The following table provides the reconciliation of net income to Adjusted income (dollar amounts in millions, except earnings per share): Year ended December 31, 2024 2023 2022 Net income attributed to LP from continuing operations per share - diluted $ 5.89 $ 2.46 $ 11.34 Net income $ 420 $ 178 $ 1,083 Add (deduct): Net loss attributed to non-controlling interest — — 3 Income from discontinued operations, net of income taxes — — (198) Income attributed to LP from continuing operations 420 178 888 Loss on impairment attributed to LP 5 6 1 Other operating credits and charges, net 8 18 (16) Business exit credits and charges (14) 32 — Pension settlement charges — 4 82 Reported tax provision 140 74 274 Adjusted income before tax 559 311 1,229 Normalized tax provision at 25% (140) (78) (307) Adjusted income $ 419 $ 233 $ 921 Diluted shares outstanding 71 72 78 Adjusted Diluted EPS $ 5.88 $ 3.22 $ 11.77 OUR OPERATING RESULTS Our results of operations for each of our segments are discussed below, as are results of operations for the “other” category, which comprises other products that are not individually significant.
Biggest changeAdjusted EBITDA, Adjusted Income, and Adjusted Diluted EPS have material limitations as performance measures because they exclude items that are actually incurred or experienced in connection with the operation of our business. 35 The following table presents significant items and reconciles net income to Adjusted EBITDA (dollar amounts in millions): Year Ended December 31, 2025 2024 2023 Net income $ 146 $ 420 $ 178 Add (deduct): Provision for income taxes 50 140 74 Depreciation and amortization 145 126 119 Stock-based compensation expense 30 20 13 Loss on impairment 44 5 6 Other operating credits and charges, net 6 8 18 Product-line discontinuance charges 2 — — Business exit credits and charges — (14) 32 Pension settlement charges — — 4 Interest expense 15 14 14 Investment income (16) (22) (18) Other non-operating expense (income) 15 (9) 39 Adjusted EBITDA $ 436 $ 688 $ 478 Siding 444 390 269 OSB 7 298 220 Other (15) — (11) Adjusted EBITDA $ 436 $ 688 $ 478 The following table provides the reconciliation of net income to Adjusted Income (dollar amounts in millions, except earnings per share): Year Ended December 31, 2025 2024 2023 Net income per share of common stock - diluted $ 2.08 $ 5.89 $ 2.46 Net income $ 146 $ 420 $ 178 Add (deduct): Loss on impairment 44 5 6 Other operating credits and charges, net 6 8 18 Product-line discontinuance charges 2 — — Business exit credits and charges — (14) 32 Pension settlement charges — — 4 Reported tax provision 50 140 74 Adjusted income before tax 247 559 311 Normalized tax provision at 25% 1 (62) (140) (78) Adjusted Income $ 185 $ 419 $ 233 Diluted shares outstanding 70 71 72 Adjusted Diluted EPS $ 2.65 $ 5.88 $ 3.22 1 We estimate a normalized effective tax rate of approximately 25%, reflecting the blended federal, state, and generally higher foreign tax rates applicable to our operations, though this rate may vary depending on our actual geographic mix of income and any unforeseen factors such as changes in tax legislation. 36 OUR OPERATING RESULTS The Company conducts business through three operating segments: Siding, OSB, and LP South America (LPSA).
Supply and Demand for Siding Our Siding Solutions products are specialty building materials and are subject to competition from various siding technologies, including vinyl, stucco, wood, fiber cement, brick, and others. We believe we are the largest manufacturer of engineered wood siding in North America and South America.
Supply and Demand for Siding Our Siding products are specialty building materials and are subject to competition from various siding technologies, including vinyl, stucco, wood, fiber cement, brick, and others. We believe we are the largest manufacturer of engineered wood siding in North America and South America.
We do not offer a right of return for products shipped to the retailers’ stores from the distribution centers. 35 NON-GAAP FINANCIAL MEASURES In evaluating our business, we utilize non-GAAP financial measures that fall within the meaning of SEC Regulation G and Regulation S-K Item 10(e), which we believe provide users of the financial information with additional meaningful comparison to prior reported results.
We do not offer a right of return for products shipped to the retailers’ stores from the distribution centers. 34 NON-GAAP FINANCIAL MEASURES In evaluating our business, we utilize non-GAAP financial measures that fall within the meaning of SEC Regulation G and Regulation S-K Item 10(e), which we believe provide users of the financial information with additional meaningful comparison to prior reported results.
As a result, our past performance may not be indicative of future results. 33 The chart below, which is based on data published by U.S. Census Bureau, provides a graphical summary of new housing starts for single- and multi-family in the U.S., showing actual and rolling five- and ten-year averages for housing starts (in thousands).
As a result, our past performance may not be indicative of future results. 31 The chart below, which is based on data published by U.S. Census Bureau, provides a graphical summary of new housing starts for single- and multi-family in the U.S., showing actual and rolling five- and ten-year averages for housing starts (in thousands).
The global siding market is estimated to be approximately $120 billion of annual expenditure. We have consistently grown our Siding segment above the underlying market growth rates. Our Siding segment is generally less sensitive to new housing market cyclicality since a majority of its demand comes from other markets, including off-site structure producers and repair and remodel.
The global siding market is estimated to be approximately $120 billion of annual expenditure. We have consistently grown our Siding business above the underlying market growth rates. Our Siding business is generally less sensitive to new housing market cyclicality since a majority of its demand comes from other markets, including off-site structure producers and repair and remodel.
Our growth in this market depends upon the continued displacement of vinyl, wood, fiber cement, stucco, bricks, and other alternatives, our product innovation and our technological expertise in wood and wood composites to address the needs of our customers. Supply and Demand for OSB OSB is a commodity product, and it is subject to competition from manufacturers worldwide.
Our growth in this market depends upon the continued displacement of vinyl, stucco, wood, fiber cement, brick, and other alternatives, our product innovation and our technological expertise in wood and wood composites to address the needs of our customers. Supply and Demand for OSB OSB is a commodity product, and it is subject to competition from manufacturers worldwide.
Our historical results are not necessarily indicative of the results that may be expected for any period in the future. 32 OVERVIEW General We are a leading provider of high-performance building solutions that meet the demands of builders, remodelers, and homeowners worldwide.
Our historical results are not necessarily indicative of the results that may be expected for any period in the future. 30 OVERVIEW General We are a leading provider of high-performance building solutions that meet the demands of builders, remodelers, and homeowners worldwide.
Please see “—Non-GAAP Financial Measures” below for more information about our use of non-GAAP financial measures in this annual report on Form 10-K and the reconciliation of Adjusted EBITDA to Net income.
Please see "Non-GAAP Financial Measures" below for more information about our use of non-GAAP financial measures in this annual report on Form 10-K and the reconciliation of Adjusted EBITDA to net income.
This agreement provides for the funding of letters of credit up to an aggregate outstanding amount of $20 million, which may be secured by certain cash collateral of LP (the Letter of Credit Facility).
The LOC Facility Agreement provides for the funding of letters of credit up to an aggregate outstanding amount of $20 million, which may be secured by certain cash collateral of LP (the Letter of Credit Facility).
The Letter of Credit Facility provides for a letter of credit fee, due quarterly, ranging from 1.000% to 1.875% of the daily available amount to be drawn on each letter of credit issued under the Letter of Credit Facility.
The LOC Facility Agreement provides for a letter of credit fee, due quarterly, ranging from 1.000% to 1.875% of the daily available amount to be drawn on each letter of credit issued under the Letter of Credit Facility.
The Credit Agreement also contains certain financial covenants that, among other things, require us and our consolidated subsidiaries to have, as of the end of each fiscal quarter, a capitalization ratio ( i.e. , funded debt less unrestricted cash to total capitalization) of no more than 57.5%.
The Amended Credit Agreement also contains certain financial covenants that, among other things, require us and our consolidated subsidiaries to have, as of the end of each fiscal quarter, a capitalization ratio ( i.e. , funded debt less unrestricted cash to total capitalization) of no more than 65%.
As of December 31, 2024, we were in compliance with all financial covenants under the Credit Agreement. In May 2024, LP entered into a new letter of credit facility agreement, replacing the letter of credit facility agreement dated May 2020.
As of December 31, 2025, we were in compliance with all financial covenants under the Amended Credit Agreement. In May 2024, LP entered into a new letter of credit facility agreement (the LOC Facility Agreement), replacing the letter of credit facility agreement dated May 2020.
PROSPECTIVE ACCOUNTING PRONOUNCEMENTS For a discussion of prospective accounting pronouncements, see "Note 2 - Present and Prospective Accounting Pronouncements" of the Notes to the Consolidated Financial Statements included in Item 8 of this annual report on Form 10-K.
PROSPECTIVE ACCOUNTING PRONOUNCEMENTS For a discussion of prospective accounting pronouncements, see “Note 2 - Present and Prospective Accounting Pronouncements” of the Notes to the Consolidated Financial Statements included in Item 8 of this annual report on Form 10-K.
Any such repurchases may be commenced, suspended, discontinued, or resumed, and the method or methods of affecting any such repurchases may be changed at any time, or from time to time, without prior notice. Operating Activities During 2024, we generated $605 million of cash from operations, as compared to $316 million in 2023.
Any such repurchases may be commenced, suspended, discontinued, or resumed, and the method or methods of affecting any such repurchases may be changed at any time, or from time to time, without prior notice. Operating Activities During 2025, we generated $382 million of cash from operations, as compared to $605 million in 2024.
Management’s Discussion and Analysis of Financial Condition and Results of Operations This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our Consolidated Financial Statements and related Notes and other financial information appearing elsewhere in this annual report on Form 10-K, and with Part II, Item 7 "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our annual report on Form 10-K for our fiscal year ended December 31, 2023, filed with the SEC on February 14, 2024, which provides a discussion of our financial condition and results of operations for fiscal year 2023 compared to fiscal year 2022.
Management’s Discussion and Analysis of Financial Condition and Results of Operations This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our Consolidated Financial Statements and related Notes and other financial information appearing elsewhere in this annual report on Form 10-K, and with Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for our fiscal year ended December 31, 2024, filed with the SEC on February 19, 2025, which provides a discussion of our financial condition and results of operations for fiscal year 2024 compared to fiscal year 2023.
LEGAL AND ENVIRONMENTAL MATTERS For a discussion of legal and environmental matters involving us and the potential impact thereof on our financial position, results of operations, and cash flows, see Item 3 in this annual report on Form 10-K as well as "Note 14 - Commitments and Contingencies" of the Notes to the Consolidated Financial Statements included in Item 8 of this annual report on Form 10-K. 41 LIQUIDITY AND CAPITAL RESOURCES Overview Our principal sources of liquidity are existing cash and investment balances, cash generated by our operations, and our ability to borrow under such credit facilities as we may have in effect from time to time.
LEGAL AND ENVIRONMENTAL MATTERS For a discussion of legal and environmental matters involving us and the potential impact thereof on our financial position, results of operations, and cash flows, see Item 3 in this annual report on Form 10-K as well as “Note 12 - Commitments and Contingencies” of the Notes to the Consolidated Financial Statements included in Item 8 of this annual report on Form 10-K. 39 LIQUIDITY AND CAPITAL RESOURCES Overview Our principal sources of liquidity are existing cash and investment balances, cash generated by our operations, and our ability to borrow under such credit facilities as we may have in effect from time to time.
In this annual report on Form 10-K, we disclose income attributed to LP from continuing operations before interest expense, provision for income taxes, depreciation and amortization, and excluding stock-based compensation expense, loss on impairment attributed to LP, business exit credits and charges, product-line discontinuance charges, other operating credits and charges, net, loss on early debt extinguishment, investment income, pension settlement charges, and other non-operating items, as Adjusted EBITDA from continuing operations (Adjusted EBITDA), which is a non-GAAP financial measure.
In this annual report on Form 10-K, we disclose net income excluding interest expense, provision for income taxes, depreciation and amortization, stock-based compensation expense, loss on impairment, business exit credits and charges, product-line discontinuance charges, other operating credits and charges, net, loss on early debt extinguishment, investment income, pension settlement charges, other non-operating income (expense), income from discontinued operations, net of income taxes, and net income attributed to noncontrolling interest, as Adjusted EBITDA (Adjusted EBITDA), which is a non-GAAP financial measure.
OTHER OPERATING CREDITS AND CHARGES, NET For a discussion of Other operating credits and charges, net, see "Note 12 - Other Operating and Non-Operating Income (Expense)" of the Notes to the Consolidated Financial Statements included in Item 8 of this annual report on Form 10-K.
OTHER OPERATING CREDITS AND CHARGES, NET For a discussion of other operating credits and charges, net, see “Note 10 - Other Operating and Non-Operating Income (Expense)” of the Notes to the Consolidated Financial Statements included in Item 8 of this annual report on Form 10-K.
Contingency Reserves Contingency reserves, which represent an estimate of future cash needs for various contingencies (principally, environmental reserves), totaled $28 million at December 31, 2024, of which $1 million is estimated to be payable within one year of such date.
Contingency Reserves Contingency reserves, which represent an estimate of future cash needs for various contingencies (principally, environmental reserves), totaled $27 million at December 31, 2025, of which $1 million is estimated to be payable within one year of such date.
The remaining financing activities were primarily related to funds used to repurchase stock from employees in connection with income tax withholding requirements associated with our employee stock-based compensation plans. 42 CREDIT FACILITIES In November 2022, LP entered into a Second Amended and Restated Credit Agreement with American AgCredit, PCA, as administrative agent and sole lead arranger, CoBank, ACB, as letter of credit issuer, and certain other lender parties (the Credit Agreement), relating to its revolving credit facility (as amended, the Amended Credit Facility).
The remaining financing activities were primarily related to income tax withholding requirements associated with our employee stock-based compensation plans. 40 CREDIT FACILITIES In November 2022, LP entered into a Second Amended and Restated Credit Agreement with American AgCredit, PCA, as administrative agent and sole lead arranger, CoBank, ACB, as letter of credit issuer, and certain other lender parties (the Credit Agreement), relating to its revolving credit facility.
For additional information regarding the 2029 Senior Notes, please see "Note 10 - Long-Term Debt" of the Notes to the Consolidated Financial Statements included in Item 8 of this annual report on Form 10-K.
For additional information regarding the 2029 Senior Notes, please see “Note 8 - Long-Term Debt” of the Notes to the Consolidated Financial Statements included in Item 8 of this annual report on Form 10-K.
In the event estimates or assumptions prove to be different from actual amounts, adjustments are made in subsequent periods to reflect more current information. Our significant accounting policies are disclosed in the Consolidated Financial Statements and Item 8 of this annual report on Form 10-K.
In the event estimates or assumptions prove to be different from actual amounts, adjustments are made in subsequent periods to reflect more current information. Our significant accounting policies are disclosed in “Note 1 - Summary of Significant Accounting Policies” of the Notes to the Consolidated Financial Statements and included in Item 8 of this annual report on Form 10-K.
As of December 31, 2024, we had no amounts outstanding under the Amended Credit Facility. The Credit Agreement contains various restrictive covenants and customary events of default, the occurrence of which could result in the acceleration of our obligation to repay the indebtedness outstanding thereunder.
As of December 31, 2025, we had no outstanding borrowings pursuant to the Amended Credit Facility. The Amended Credit Agreement contains various restrictive covenants and customary events of default, the occurrence of which could result in the acceleration of our obligation to repay the indebtedness outstanding thereunder.
As of December 31, 2024, future interest payments associated with the 2029 Senior Notes totaled $54 million, with $13 million payable within 12 months of such date.
As of December 31, 2025, future interest payments associated with the 2029 Senior Notes totaled $41 million, with $13 million payable within 12 months of such date.
The following discussion includes forward-looking statements that are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. We encourage you to review the risks and uncertainties described in the sections titled "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements" above.
The following discussion includes forward-looking statements that are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. We encourage you to review the risks and uncertainties described in the sections titled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” above.
As of December 31, 2024, we had other purchase obligations of $47 million, with $25 million payable within 12 months of such date. Off-Balance Sheet Arrangements As of December 31, 2024, we had standby letters of credit of $14 million outstanding related to collateral for environmental impact on owned properties, deposit for forestry license, and insurance collateral, including workers' compensation.
As of December 31, 2025, we had other purchase obligations of $39 million, with $22 million payable within 12 months of such date. 41 Off-Balance Sheet Arrangements As of December 31, 2025, we had standby letters of credit of $14 million outstanding related to collateral for environmental impact on owned properties, a deposit for forestry license, and insurance collateral, including workers’ compensation.
NON-OPERATING INCOME (EXPENSE) For a discussion of non-operating income (expense), see "Note 12 - Other Operating and Non-Operating Income (Expense)" of the Notes to the Consolidated Financial Statements included in Item 8 of this annual report on Form 10-K. INCOME TAXES We recognized a tax provision of $140 million in 2024, as compared to $74 million in 2023.
NON-OPERATING INCOME (EXPENSE) For a discussion of non-operating income (expense), see “Note 10 - Other Operating and Non-Operating Income (Expense)” of the Notes to the Consolidated Financial Statements included in Item 8 of this annual report on Form 10-K. INCOME TAXES We recognized a tax provision of $50 million in 2025, as compared to $140 million in 2024.
As of December 31, 2024, we had fixed lease payment obligations of $35 million, with $9 million payable within 12 months of such date. 43 Other Purchase Obligations Our other purchase obligations primarily consist of obligations related to information technology infrastructure.
As of December 31, 2025, we had fixed lease payment obligations of $32 million, with $10 million payable within 12 months of such date. Other Purchase Obligations Our other purchase obligations primarily consist of obligations related to information technology infrastructure.
We also disclose income attributed to LP from continuing operations, excluding loss on impairment attributed to LP, business exit credits and charges, product-line discontinuance charges, interest expense outside of normal operations, other operating credits and charges, net, loss on early debt extinguishment, gain (loss) on acquisition, and pension settlement charges, and adjusting for a normalized tax rate, as Adjusted Income from continuing operations (Adjusted Income).
We also disclose net income, excluding loss on impairment, business exit credits and charges, product-line discontinuance charges, interest expense outside of normal operations, other operating credits and charges, net, loss on early debt extinguishment, gain (loss) on acquisition, pension settlement charges, income from discontinued operations, net of income taxes, and net income attributed to noncontrolling interest, and adjusting for a normalized tax rate, as Adjusted Income (Adjusted Income), which is a non-GAAP financial measure.
Significant cost inputs to produce OSB (including approximate breakdown percentages for 2024) were as follows: wood fiber (27%), resin and wax (21%), labor and burden (18%), utilities (5%), and other manufacturing costs (29%).
Significant cost inputs to produce OSB (including approximate breakdown percentages for 2025) were as follows: wood fiber (26%), resin and wax (20%), labor and burden (20%), utilities (5%), and other manufacturing costs (29%).
The increase in cash provided by operations was primarily related to higher net income and changes in working capital. At December 31, 2024 and 2023, we had working capital of $216 million and $296 million, respectively. Investing Activities During 2024, net cash used for investing activities was $183 million, as compared to $376 million in 2023.
The decrease in cash provided by operations was primarily related to lower net income. At December 31, 2025 and 2024, we had working capital of $227 million and $216 million, respectively. Investing Activities During 2025, net cash used for investing activities was $291 million, as compared to $183 million in 2024.
The remaining financing activities were primarily related to funds used to repurchase stock from employees in connection with income tax withholding requirements associated with our employee stock-based compensation plans. During 2023, cash used in financing activities was $77 million.
The remaining financing activities were primarily related to income tax withholding requirements associated with our employee stock-based compensation plans. During 2024, cash used in financing activities was $292 million.
We paid cash dividends of $74 million and $212 million to repurchase shares of LP common stock under the 2022 Share Repurchase Program and 2024 Share Repurchase Program during the year ended December 31, 2024.
We paid cash dividends of $74 million and $212 million to repurchase shares of LP common stock under the share repurchase programs authorized by LP's Board of Directors in 2022 and 2024, respectively, during the year ended December 31, 2024.
General corporate and other expense, net, was $46 million in 2024, as compared to $42 million in 2023. This increase was driven by an increase in stock compensation expense. LOSS ON IMPAIRMENTS During 2024, we recorded $5 million of non-cash, pre-tax impairment charges related to property, plant, and equipment, at our Wawa facility.
General corporate and other expense, net, was $51 million in 2025, as compared to $46 million in 2024. This increase was driven by an increase in stock compensation expense. LOSS ON IMPAIRMENTS During 2025, we recorded $44 million of non-cash, pre-tax impairment charges.
The Letter of Credit Facility is subject to similar affirmative, negative, and financial covenants as those set forth in the Credit Agreement, including the capitalization ratio covenant. All amounts outstanding under the Letter of Credit Facility become due on April 15, 2029.
The LOC Facility Agreement contains similar affirmative, negative, and financial covenants as those set forth in the Amended Credit Agreement, including the capitalization ratio covenant. All amounts outstanding under the Letter of Credit Facility become due on April 15, 2029. As of December 31, 2025, we were in compliance with all financial covenants under the Letter of Credit Facility.
Actual multi-family housing starts in 2024 were about 25% lower than those in 2023. Repair and remodeling activity is difficult to reasonably measure, but many indications suggest that repair and remodeling activity has declined modestly year-over-year.
Census Bureau reported on January 9, 2026, that 2025 actual single-family housing starts were 6% lower than those in 2024. Actual multi-family housing starts in 2025 were about 18% higher than those in 2024. Repair and remodeling activity is difficult to reasonably measure, but many indications suggest that repair and remodeling activity has declined modestly year-over-year.
Demand for Building Products Demand for our products correlates positively with new home construction and repair and remodeling activity in North America, which historically have been characterized by significant cyclicality. The U.S. Census Bureau reported on January 17, 2025, that 2024 actual single-family housing starts were 7% higher than those in 2023.
Demand for Building Products Demand for our products correlates positively with new home construction and repair and remodeling activity in North America, which historically have been characterized by significant cyclicality. The U.S. Census Bureau published actual U.S. housing starts data on January 9, 2026. The U.S.
GAAP financial measures, net income, income attributed to LP and income attributed to LP per diluted share, respectively, are presented below. Adjusted EBITDA, Adjusted Income, and Adjusted Diluted EPS are not substitutes for the U.S.
GAAP financial measures, net income, and net income per share of common stock - diluted, respectively, are presented below. Adjusted EBITDA, Adjusted Income, and Adjusted Diluted EPS are not substitutes for the U.S. GAAP measures of net income and net income per share of common stock - diluted or for any other U.S. GAAP measures of operating performance.
Potential Impairments For a discussion of potential impairments, see "Note 13 - Impairment of Long-Lived Assets" and "Note 5 - Goodwill and Other Intangibles Assets" of the Notes to the Consolidated Financial Statements included in Item 8 of this annual report on Form 10-K.
Potential Impairments For a discussion of potential impairments, see “Note 11 - Impairment of Long-Lived Assets” and “Note 1 - Summary of Significant Accounting Policies” of the Notes to the Consolidated Financial Statements included in Item 8 of this annual report on Form 10-K.
Segment net sales and Adjusted EBITDA for this segment were as follows: Dollar amounts in millions Increase (decrease) Year Ended December 31, 2024 2023 2024 - 2023 Net sales $ 1,558 $ 1,328 17 % Adjusted EBITDA 390 269 45 % Net sales in this segment by product line were as follows: Dollar amounts in millions Increase (decrease) Year Ended December 31, 2024 2023 2024 - 2023 Siding Solutions $ 1,549 $ 1,319 17 % Other 9 9 (1) % Total $ 1,558 $ 1,328 38 Percent changes in average net sales price and unit shipments were as follows: 2024 versus 2023 Average Selling Price Unit Shipments Siding Solutions 6 % 11 % The year-over-year net sales increase for the Siding segment for the twelve months ended December 31, 2024 reflects increased sales volumes and higher average selling prices.
Segment net sales and Adjusted EBITDA for this segment were as follows (dollar amounts in millions): Year Ended December 31, Increase 2025 2024 2025 - 2024 Net sales $ 1,689 $ 1,558 8 % Adjusted EBITDA 444 390 14 % Net sales in this segment by product line were as follows (dollar amounts in millions): Year Ended December 31, Increase 2025 2024 2025 - 2024 Siding $ 1,679 $ 1,549 8 % Other 10 9 8 % Total $ 1,689 $ 1,558 Percent changes in average net sales price and unit shipments were as follows: 2025 versus 2024 Average Selling Price Unit Shipments Siding 4 % 4 % Siding net sales increased for the year ended December 31, 2025 due to higher sales volumes and selling prices.
As of December 31, 2024, we were in compliance with all financial covenants under the Letter of Credit Facility. OTHER LIQUIDITY MATTERS 2029 Senior Notes In March 2021, we issued the 3.625% Senior notes due in 2029 in the aggregate principal amount of $350 million, which mature on March 15, 2029 (2029 Senior Notes).
OTHER LIQUIDITY MATTERS 2029 Senior Notes In March 2021, we issued the 3.625% Senior Notes due in 2029 in the aggregate principal amount of $350 million, which mature on March 15, 2029 (the 2029 Senior Notes).
See "Note 18 - Segment Information" of the Notes to the Consolidated Financial Statements included in Item 8 of this annual report on Form 10-K for further information regarding our segments.
See “Note 15 - Segment Information” of the Notes to the Consolidated Financial Statements included in Item 8 of this annual report on Form 10-K for further information regarding our reportable segments. The results of operations for each of our reporting segments are discussed below, as are results of operations for Other.
CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES Management’s Discussion and Analysis of Financial Condition and Results of Operations are based upon our Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP.
We cannot predict whether the prices of our OSB products will remain at current levels or increase or decrease in the future. 32 CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES Management’s Discussion and Analysis of Financial Condition and Results of Operations are based upon our Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP.
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 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.
See further discussion in “Note 7 - Business Exit Credits and Charges” of the Notes to the Consolidated Financial Statements included in Item 8 of this annual report on Form 10-K.
See further discussion in “Note 11 - Impairment of Long-Lived Assets” and “Note 1 - Summary of Significant Accounting Policies” of the Notes to the Consolidated Financial Statements included in Item 8 of this annual report on Form 10-K.
Siding The Siding segment serves diverse end markets with a broad product portfolio of engineered wood siding, trim, soffit, and fascia, including LP ® SmartSide ® Trim & Siding, LP ® SmartSide ® ExpertFinish ® Trim & Siding, LP BuilderSeries ® Lap Siding, and LP ® Outdoor Building Solutions ® (collectively referred to as Siding Solutions).
Siding The Siding segment serves diverse end markets with a broad product portfolio of engineered wood siding, trim, soffit, and fascia.
Product supply is influenced primarily by fluctuations in available manufacturing capacity and imports. The ratio of overall OSB demand to capacity generally drives price. We cannot predict whether the prices of our OSB products will remain at current levels or increase or decrease in the future.
Product supply is influenced primarily by fluctuations in available manufacturing capacity and imports. The ratio of overall OSB demand to capacity generally drives price.
The following discussion addresses our most critical accounting policies, which are those that are both important to the portrayal of our financial condition and results of operations and that require significant judgment or use of complex estimates. 34 Long-lived Assets Property, plant and equipment, and long-lived assets (including amortizable identifiable intangible assets) are tested for recoverability whenever events or changes in circumstances indicate that their carrying amount may not be recoverable, including but not limited to facility curtailments and asset abandonments.
Long-lived Assets Property, plant and equipment, and long-lived assets (including amortizable identifiable intangible assets) are tested for recoverability whenever events or changes in circumstances indicate that their carrying amount may not be recoverable, including but not limited to facility curtailments and asset abandonments.
For 2024, the primary differences between the U.S. statutory rate of 21% and the effective rate was related to state and foreign income taxes. For 2023, the primary difference between the U.S. statutory rate of 21% and the effective tax rate was related to a change in management’s intent to indefinitely reinvest undistributed earnings in Chile and Brazil.
For 2025, the primary differences between the U.S. statutory rate of 21% and the effective rate was related to state and foreign income taxes, partially offset by changes in uncertain tax positions. For 2024, the primary difference between the U.S. statutory rate of 21% and the effective tax rate was related to state and foreign income taxes.
Segment net sales and Adjusted EBITDA for this segment were as follows: Dollar amounts in millions Increase (decrease) Year Ended December 31, 2024 2023 2024 - 2023 Net sales $ 1,184 $ 1,026 15 % Adjusted EBITDA 298 220 35 % Net sales in this segment by product line were as follows: Dollar amounts in millions Increase (decrease) Year Ended December 31, 2024 2023 2024 - 2023 OSB - Structural Solutions $ 650 $ 565 15 % OSB - Commodity 514 446 15 % Other 20 15 38 % Total $ 1,184 $ 1,026 Percent changes in average net sales prices and unit shipments were as follows: 2024 versus 2023 Average Selling Price Unit Shipments OSB - Structural Solutions 5 % 9 % OSB - Commodity 4 % 11 % For the twelve months ended December 31, 2024, the year-over-year increase in net sales of $159 million (or 15%), reflecting an increase in revenue due to 10% higher sales volumes and 4% higher OSB selling prices.
Segment net sales and Adjusted EBITDA for this segment were as follows (dollar amounts in millions): Year Ended December 31, Decrease 2025 2024 2025 - 2024 Net sales $ 832 $ 1,184 (30) % Adjusted EBITDA 7 298 (98) % Net sales in this segment by product line were as follows (dollar amounts in millions): Year Ended December 31, Decrease 2025 2024 2025 - 2024 OSB - Structural Solutions $ 472 $ 650 (27) % OSB - Commodity 347 514 (33) % Other 13 20 (33) % Total $ 832 $ 1,184 Percent changes in average net sales prices and unit shipments were as follows: 2025 versus 2024 Average Selling Price Unit Shipments OSB - Structural Solutions (19) % (10) % OSB - Commodity (26) % (8) % For the year ended December 31, 2025, net sales decreased by $352 million due to a $260 million decrease in OSB prices and an $84 million decrease in sales volumes.
We also disclose Adjusted Diluted EPS from continuing operations (Adjusted Diluted EPS), which is calculated as Adjusted Income divided by diluted shares outstanding.
In addition, we disclose Adjusted Diluted EPS, calculated as Adjusted Income divided by diluted shares outstanding (Adjusted Diluted EPS), which is a non-GAAP financial measure.
Thus, we do not currently believe that a material change in the amounts recorded as customer program costs payable is reasonably likely. We had $48 million and $37 million accrued as customer rebates as of December 31, 2024 and 2023, respectively. We ship some of our products to customers' distribution centers on a consignment basis.
At the end of each year, a significant portion of the actual volume and support activity is known. Thus, we do not currently believe that a material change in the amounts recorded as customer program costs payable is reasonably likely. We had $50 million and $48 million accrued as customer rebates as of December 31, 2025 and 2024, respectively.
We have leveraged our expertise serving the new home construction, repair and remodeling, and outdoor structures markets to become an industry leader known for innovation, quality, and reliability. Our manufacturing facilities are located in the U.S., Canada, Chile, and Brazil. To serve these markets, we operate in three segments: Siding, OSB, and LPSA.
We have leveraged our expertise serving the new home construction, repair and remodeling, and outdoor structures markets to become an industry leader known for innovation, quality, and reliability. To serve these markets, we operate in two reportable segments: Siding and OSB. Executive Summary In 2025, net sales dropped year over year by $233 million to $2.7 billion.
Adjusted EBITDA was $(8) million for 2024, as compared to $(17) million in 2023. 40 GENERAL CORPORATE AND OTHER EXPENSE, NET General corporate and other expenses primarily comprise corporate overhead unrelated to business activities such as wages and benefits, professional fees, insurance, and other expenses for corporate functions, including certain executive officers, public company activities, tax, internal audits, and other corporate functions.
For the year ended December 31, 2025, net sales and Adjusted EBITDA decreased year over year by $12 million and $15 million, respectively. 38 GENERAL CORPORATE AND OTHER EXPENSE, NET General corporate and other expenses are primarily comprised of corporate overhead unrelated to business activities such as wages and benefits, professional fees, insurance, and other expenses for corporate functions, including executive officers, public company activities, tax, internal audits, and other corporate functions.
We expect to fund our short-term and long-term capital expenditures in 2025 through cash on hand, cash generated from operations, and available borrowing under our Amended Credit Facility, as necessary. Financing Activities During 2024, cash used in financing activities was $292 million.
We also paid $17 million for an equity method investment in South America. Capital expenditures in 2026 are expected to be approximately $400 million. We expect to fund our short-term and long-term capital expenditures in 2026 through cash on hand, cash generated from operations, and available borrowing under our Amended Credit Facility, as necessary.
OSB The OSB segment manufactures and distributes OSB structural panel products, including the innovative value-added OSB product portfolio known as LP ® Structural Solutions (which includes LP ® TechShield ® Radiant Barrier, LP WeatherLogic ® Air & Water Barrier, LP Legacy ® Premium Sub-Flooring, LP NovaCore ® Thermal Insulated Sheathing, LP ® FlameBlock ® Fire-Rated Sheathing, and LP ® TopNotch ® 350 Durable Sub-Flooring).
This growth was driven by higher sales volume and higher selling prices of $91 million, partially offset by strategic investments in sales and marketing of $11 million, a $9 million increase of selling, general, and administrative expenses, $7 million of mill overhead and inventory absorption, and $7 million of tariff expenses. 37 OSB The OSB segment manufactures and distributes OSB structural panel products, including the innovative value-added OSB product portfolio known as LP ® Structural Solutions (which includes LP ® FlameBlock ® Fire-Rated Sheathing, LP WeatherLogic ® Air & Water Barrier, LP ® TechShield ® Radiant Barrier, LP Legacy ® Premium Sub-Flooring, and LP ® TopNotch ® 350 Durable Sub-Flooring).
Volume allowances are accrued based on our estimates of customer volume achievement and other factors incorporated into customer agreements, such as new product purchases, store sell-through, merchandising support, and customer training.
Volume allowances are accrued based on our estimates of customer volume achievement and other factors incorporated into customer agreements, such as new product purchases, store sell-through, merchandising support, and customer training. 33 Although we believe we can reasonably estimate customer volumes and support and the related customer payments at interim periods, it is possible that actual results could be different from previously estimated amounts.
Capital expenditures for the year ended December 31, 2024, and 2023, were $183 million and $300 million, respectively, primarily related to siding conversion expenditures and growth and maintenance capital. Capital expenditures in 2025 are expected to be approximately $410 million.
Capital expenditures for the year ended December 31, 2025, and 2024, were $291 million and $183 million, respectively, primarily related to siding conversion expenditures and growth and maintenance capital. During 2024, we received $16 million in proceeds from our share of the sale of certain assets from an equity method investment.
See “Note 8 – Income Taxes” below for further discussion. We paid $124 million and $65 million of income taxes net of refunds in 2024 and 2023, respectively.
See “Note 6 – Income Taxes” of the Notes to the Consolidated Financial Statements included in Item 8 of this annual report on Form 10-K for further discussion. We paid $42 million and $124 million of income taxes net of refunds in 2025 and 2024, respectively.
Adjusted EBITDA for the twelve months ended December 31, 2024 increased year-over-year by $78 million, reflecting the impact of higher average selling prices and volumes. 39 LPSA The LPSA segment manufactures and distributes OSB structural panel and Siding Solutions products in South America and certain export markets.
Adjusted EBITDA for the year ended December 31, 2025 decreased year-over-year by $291 million, due to lower average prices and sales volumes. Other Our other operations include our LPSA business that manufactures and distributes OSB structural panels and siding products in South America and certain export markets. Previously, all LPSA activity was presented as a separate reportable segment.
Approximately half of the 6% price improvement was the result of annual list price increases, and half due to favorable mix. ExpertFinish accounted for 9% of volume and 13% of sales in the twelve months ended December 31, 2024, respectively, contributing significantly to this favorable mix.
Increases in the average sales price were primarily due to a combination of list price increases and favorable mix. ExpertFinish accounted for 10% of sales volume and 16% of net sales for the year ended December 31, 2025, contributing significantly to this favorable mix. For the year ended December 31, 2025, Adjusted EBITDA increased $54 million compared to prior-year.
During 2023, we recorded $30 million of non-cash, pre-tax impairment charges, $24 million of which was related to the shutdown of Entekra, including $13 million of property, plant, and equipment, $9 million of intangible assets, and $3 million related to operating lease assets.
During 2024, we recorded $5 million of non-cash, pre-tax impairment charges related to property, plant, and equipment that will not be utilized in future operations.
Executive Summary Net sales for 2024 increased year-over-year by $360 million (or 14%) to $2.9 billion. Siding revenue increased by $230 million (or 17%) to $1.6 billion due to 11% higher volumes and 6% higher prices. OSB revenue increased by $159 million (or 15%) to $1.2 billion, due to 10% higher volumes and 4% higher prices.
Siding revenue increased by $131 million, or 8%, to $1.7 billion, attributable to 4% higher sales volumes and a 4% increase in prices. OSB revenue fell by $352 million to $832 million, primarily due to lower prices and sales volumes. Net income declined year over year by $275 million to $146 million ($2.08 per diluted share).
This was partially offset by a $66 million increase in the provision for income taxes. The year-over-year increase in Adjusted EBITDA includes $143 million from higher Siding net sales, $55 million from higher OSB sales volumes, and $35 million due to higher OSB selling prices. Adjusted EBITDA is a non-GAAP financial measure.
The year-over-year decrease in Adjusted EBITDA was driven by several factors, including a $292 million adverse effect from lower OSB prices and reduced sales volumes, partially offset by $91 million from higher Siding sales volumes and improved sales mix.
Removed
Net income increased year-over-year by $243 million (or 137%) to $420 million ($5.89 per diluted share). The increase primarily reflects a $210 million increase in Adjusted EBITDA, a $46 million improvement in business exit credits and charges, and the non-recurrence of OSB patent-related settlement claims of $16 million paid in 2023.
Added
The changes to our reportable segments in the current year did not have a material impact on our previously reported consolidated results of operations or financial position. Prior‑period segment information has been recast to conform to the current period presentation.
Removed
Although we believe we can reasonably estimate customer volumes and support and the related customer payments at interim periods, it is possible that actual results could be different from previously estimated amounts. At the end of each year, a significant portion of the actual volume and support activity is known.
Added
The primary drivers behind this decrease were a $252 million reduction in Adjusted EBITDA, and increases of $38 million in impairment charges, $24 million in foreign currency losses, $19 million in depreciation expense, and $10 million in stock-based compensation.
Removed
GAAP measures of net income, income attributed to LP from continuing operations, and income attributed to LP from continuing operations per diluted share, or for any other U.S. GAAP measures of operating performance.
Added
Additionally, the absence of $14 million in business exit credits recognized in 2024 and a $7 million decrease in investment income contributed to the overall decline. These impacts were partially offset by a $90 million reduction in the tax provision.
Removed
For the twelve months ended December 31, 2024, the full year increase in Adjusted EBITDA of $121 million, primarily reflects the impact of the net sales increase, partially offset by ongoing investments in sales and marketing and maintenance costs.
Added
In addition to price and volume impacts, the change in Adjusted EBITDA included increases of $11 million in marketing investments, $9 million in selling, general, and administrative expenses, $7 million of mill overhead and inventory absorption, and $8 million in tariff costs.
Removed
This segment also sells and distributes a variety of companion products to support the region’s transition to wood frame construction. The LPSA segment carries out manufacturing operations in Chile and Brazil and operates sales offices in Argentina, Brazil, Chile, Colombia, Mexico, Paraguay, and Peru.
Added
The remaining decrease in Adjusted EBITDA relates to a decline of $15 million in Other Adjusted EBITDA, which primarily includes LPSA, corporate, and other minor products and services. Adjusted EBITDA is a non-GAAP Financial measure.
Removed
Segment net sales and Adjusted EBITDA for this segment were as follows: Dollar amounts in millions Increase (decrease) Year Ended December 31, 2024 2023 2024 - 2023 Net sales $ 190 $ 205 (8) % Adjusted EBITDA 42 42 — % Net sales in this segment by product were as follows: Dollar amounts in millions Increase (decrease) Year Ended December 31, 2024 2023 2024 - 2023 OSB - Structural Solutions $ 163 $ 177 (8) % Siding Solutions 21 24 (13) % Other 6 4 61 % Total $ 190 $ 205 Percent changes in average net sales prices and unit shipments for 2024 compared to 2023 were as follows: 2024 versus 2023 Average Selling Price Unit Shipments OSB (16) % 9 % Siding (18) % 6 % The year-over-year net sales decrease and flat Adjusted EBITDA for the twelve months ended December 31, 2024, reflect lower selling prices and unfavorable currency fluctuations, partially offset by higher sales volumes and the non-recurrence of equipment transfer costs from the prior year.
Added
November and December 2025 housing starts have not yet been published by the U.S. Census Bureau, and therefore, for the purpose of the chart above, we have used October 2025 housing starts previously published by the U.S. Census Bureau as the November and December 2025 actual housing starts.
Removed
Other Our other products segment includes timber and timberlands as well as other minor products, services, and closed operations, which do not qualify as discontinued operations.
Added
The following discussion addresses our most critical accounting policies, which are those that are both important to the portrayal of our financial condition and results of operations and that require significant judgment or use of complex estimates.
Removed
During the second quarter of 2023, we announced the shutdown of our off-site framing operation Entekra Holdings LLC (Entekra) and recognized business exit charges, net of $(32) million for the twelve months ended December 31, 2023.
Added
At that time, we invoice the retailers and recognize revenue for these consignment transactions.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

2 edited+0 added−0 removed6 unchanged
Biggest changeWe historically have not entered into material commodity futures and swaps, although we may do so in the future. Interest Rate Risk We could be exposed to market risk associated with changes in interest rates on our variable rate credit facility. As of December 31, 2024, there were no outstanding borrowings under our Amended Credit Facility.
Biggest changeWe historically have not entered into material commodity futures and swaps, although we may do so in the future. Interest Rate Risk We could be exposed to market risk associated with changes in interest rates on our variable rate credit facility. As of December 31, 2025, there were no outstanding borrowings pursuant to the Amended Credit Facility.
We do not currently have any derivative or hedging arrangements, or other known exposures, to changes in interest rates. Based on our current amounts outstanding, a 100-basis point increase or decrease in market interest rates over a 12-month period would not result in a change to interest expense. 44
We do not currently have any derivative or hedging arrangements, or other known exposures, to changes in interest rates. Based on our current amounts outstanding, a 100-basis point increase or decrease in market interest rates over a 12-month period would not result in a change to interest expense. 42

Other LPX 10-K year-over-year comparisons