8-K

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 __________________________________

FORM 8-K

__________________________________

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: August 4, 2015

Commission File Number 1-7107

 __________________________________ 

LOUISIANA-PACIFIC CORPORATION

(Exact name of registrant as specified in its charter)

 __________________________________ 

DELAWARE	1-7107	93-0609074
(State or other jurisdiction of incorporation or organization)	Commission File Number	(IRS Employer Identification No.)

414 Union Street, Suite 2000, Nashville, TN 37219

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (615) 986-5600

 __________________________________ 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

å Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

å Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

å Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

å Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

The information in this item and Exhibit 99.1 and Exhibit 99.2, attached hereto, is being furnished to the Securities and Exchange Commission and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

On August 4, 2015, Louisiana - Pacific Corporation issued a press release announcing financial results for the quarter and six months ended June 30, 2015, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

In addition to disclosing financial results calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), the attached press release discloses continuing earnings before interest expense, taxes, depreciation and amortization (“EBITDA”) which is a non-GAAP financial measure. Additionally, it discloses Adjusted EBITDA which further adjusts EBITDA to exclude stock based compensation expense, (gain) loss on sales or impairment of long lived assets, other operating charges and credits, investment income, cost of potential acquisitions and depreciation included in equity in loss (earnings) of unconsolidated affiliates. It also discloses adjusted income (loss) which excludes (gain) loss on sale or impairment of long-lived assets, cost of acquisition, other operating credits and charges, net, cost of potential acquisitions and adjusts for a normalized tax rate. EBITDA, Adjusted EBITDA and adjusted loss from continuing operations are not a substitute for the GAAP measure of net income or operating cash flows or other GAAP measures of operating performance or liquidity. A copy of the reconciliation of adjusted loss, EBITDA and Adjusted EBITDA for the quarter and six months ended June 30, 2015 and 2014 is attached hereto as Exhibit 99.2 and Exhibit 99.3 and incorporated herein by reference.

We have EBITDA and Adjusted EBITDA in the press release because we use them as important supplemental measures of our performance and believe that similarly-titled measures are frequently used by securities analysts, investors and other interested persons in the evaluation of companies in our industry, some of which present similarly-titled measures when reporting their results. We use EBITDA and Adjusted EBITDA to evaluate our performance as compared to other companies in our industry that have different financing and capital structures and/or tax rates. It should be noted that companies calculate similarly-titled measures differently and, therefore, as presented by us may not be comparable to similarly-titled measures reported by other companies. In addition, EBITDA has material limitations as a performance measure because it excludes interest expense, income tax (benefit) expense and depreciation and amortization which are necessary to operate our business or which we otherwise incurred or experienced in connection with the operation of our business.

We believe that adjusted income (loss) which excludes (gain) loss on sale or impairment of long-lived assets, other operating credits and charges, net, cost of potential acquisitions, adjusted for a normalized tax rate is a useful measure for evaluating our ability to generate earnings and that providing this measure will allow investors to more readily compare the earnings referred to in the press release to our earnings for past and future periods. We believe that this measure is particularly useful where the amounts of the excluded items are not consistent between the periods presented. It should be noted that other companies may present similarly-titled measures differently and, therefore, as presented by us may not be comparable to similarly-titled measures reported by other companies. In addition, adjusted income (loss) from continuing operations has material limitations as a performance measure because it excludes items that are actually incurred or experienced in connection with the operations of our business.

Item 9.01 Financial Statements, Pro Forma Financial Statements and Exhibits.

Exhibit Number	Description
99.1	Press release issued by Louisiana-Pacific Corporation on August 4, 2015, regarding financial results for the quarter and six months ended June 30, 2015.
99.2	Reconciliation of Adjusted operating income from operations and EBITDA and Adjusted EBITDA for the quarter and six months ended June 30, 2015 and 2014.
99.3	Reconciliation of Adjusted operating income from operations for the quarter and six months ended June 30, 2015 and 2014 and for the quarter ended March 31, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LOUISIANA-PACIFIC CORPORATION
By:	/s/ SALLIE B. BAILEY
	Sallie B. Bailey
	Executive Vice President and Chief
	Financial Officer
	(Principal Financial Officer)

Date: August 4, 2015

EX-99.1

LP Reports Second Quarter 2015 Results

Louisiana-Pacific Corporation (LP) (NYSE: LPX) reported today results for the second quarter of 2015, which included the following:

• Sales for the second quarter of $493 million were lower by 5 percent compared to the year ago quarter.

• Net loss was $20 million ($0.14 per diluted share).

• Non-GAAP adjusted loss was $12 million ($0.08 per diluted share).

• Adjusted EBITDA for the second quarter was $16 million compared to $26 million in the second quarter of 2014.

• Cash and cash equivalents were $481 million as of June 30, 2015.

“The continued weakness in OSB pricing in the quarter, we believe, was caused by the reduction in demand due to very wet weather in the middle of the country, including Texas,” said Curt Stevens, Chief Executive Officer.  “With the distribution channel relatively full coming out of the first quarter, re-ordering was at a slower pace than anticipated.  I am pleased with another strong quarter from our Siding business and the return of EWP to positive adjusted EBITDA.”

For the second quarter of 2015, LP reported net loss of $20 million, or $0.14 per diluted share, as compared to an income of $2 million, or $0.01 per diluted share for the second quarter of 2014.

YEAR TO DATE RESULTS

For the six months ended June 30, 2015, LP reported net sales of $965 million compared to $963 million in the first six months of 2014. For the first six months of 2015, LP reported net loss of $54 million, or $0.38 per diluted share, compared to loss of $12 million, or $0.09 per diluted share, for the same period in 2014. Adjusted EBITDA for the the first six months of 2015 was $22 million compared to $49 million for 2014. Reductions in OSB pricing accounted for $66.0 million decrease in both operating results and adjusted EBITDA.

ORIENTED STRAND BOARD (OSB) SEGMENT

LP's OSB segment manufactures and distributes OSB structural panel products. The OSB segment reported net sales for the second quarter of 2015 of $211 million, a 6 percent decrease from $224 million of net sales in the second quarter of 2014. For the second quarter of 2015, the OSB segment reported an operating loss of $18 million compared to $6 million in the second quarter of 2014. For the second quarter of 2015, adjusted EBITDA for this segment decreased by $12 million compared to the second quarter of 2014. For the second quarter of 2015 as compared to second quarter of 2014, sales volumes increased 11 percent and sales prices decreased by 15 percent. The decrease in selling price unfavorably impacted operating results and adjusted

EBITDA by approximately $38 million for the quarter as compared to the second quarter of 2014.

SIDING SEGMENT

LP's Siding segment consists of SmartSide siding as well as LP's prefinished CanExel siding line. These products are used in new construction as well as in the repair and remodeling markets. The Siding segment reported net sales of $164 million in the second quarter of 2015, an decrease of 3 percent from $170 million in the year-ago second quarter. For the second quarter of 2015, the Siding segment reported operating income of $29 million compared to $26 million in the year-ago quarter. For the second quarter of 2015, the Siding segment reported $35 million in adjusted EBITDA, an increase of $4 million compared to the second quarter of 2014.

ENGINEERED WOOD PRODUCTS SEGMENT (EWP)

The EWP segment is comprised of I-Joist (IJ), Laminated Veneer Lumber and Laminated Strand Lumber (LVL and LSL). EWP sales in the second quarter of 2015 totaled $72 million, down 5 percent from the year-ago quarter. Operating losses decreased to $2 million for the second quarter of 2015 from $5 million in the second quarter of 2014. For the second quarter, the EWP segment showed a increase of $2 million in adjusted EBITDA as compared to the same quarter in 2014.

SOUTH AMERICA SEGMENT

The South American segment consists of facilities in Chile and Brazil. the segment reported sales in the second quarter of 2015 of $39 million, down 8 percent from $42 million in the second quarter of 2014. Operating income was $2 million for the second quarter of 2015compared to $4 million in the second quarter of 2014. For the second quarter, LP reported adjusted EBITDA in this segment of $4 million, a decrease of $2.5 million as compared to the second quarter of 2014.

COMPANY OUTLOOK

“With reported housing starts in June at 1.174 million and permits at 1.343 million, we should see an acceleration of building activity in the second half of this year,” continued Stevens.  “Persistent labor shortages and the possibility of interest rate increases later in the year could dampen forecasted growth in the short term but increasing household formations and the need for housing should support continued building activity.”

LP is a premier supplier of building materials, delivering innovative, high-quality commodity and specialty products to its retail, wholesale, homebuilding and industrial customers. Visit LP's web site at www.lpcorp.com for additional information on the company as well as reconciliation of non-GAAP results.

###

FORWARD LOOKING STATEMENTS

This news release contains statements concerning Louisiana-Pacific Corporation's (LP) future results and performance that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The matters addressed in these statements are subject to a number of risks, uncertainties and assumptions that may cause actual results to differ materially from those projected, including, but not limited to, the effect of general economic conditions, including the level of interest rates and housing starts, market demand for the company's products, and prices for structural products; the availability, cost and other terms of capital; the efficiency and consequences of operations improvement initiatives and cash conservation measures; the effect of forestry, land use, environmental and other governmental regulations; the ability to obtain regulatory approvals; and the risk of losses from fires, floods and other natural disasters. These and other factors that could cause or contribute to actual results differing materially from those contemplated by such forward-looking statements are discussed in greater detail in the company's Securities and Exchange Commission filings.

LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

FINANCIAL AND QUARTERLY DATA

(Dollar amounts in millions, except per share amounts) (Unaudited)

	Quarter Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Net sales	$	493.0		$	518.5		$	964.7		$	963.2
Loss from operations	$	(14.1	)	$	(3.9	)	$	(47.3	)	$	(14.1	)
Loss from operations before taxes and equity in income of unconsolidated affiliates	$	(19.9	)	$	(5.8	)	$	(61.4	)	$	(26.2	)
Non-GAAP adjusted loss from continuing operations	$	(11.7	)	$	(4.4	)	(30.6		)	$	(11.4	)
Net income (loss)	$	(19.5	)	$	2.1		$	(54.0	)	$	(12.1	)
Net loss per share - basic and diluted	$	(0.14	)	$	0.01		$	(0.38	)	$	(0.09	)
Average shares of stock outstanding - basic	142.3			140.8			142.1			140.8
Average shares of stock outstanding - diluted	142.3			144.0			142.1			140.8

CONSOLIDATED STATEMENTS OF INCOME

LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

(Dollar amounts in millions, except per share amounts) (Unaudited)

	Quarter Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Net sales	$	493.0		$	518.5		$	964.7		$	963.2
Operating costs and expenses:
Cost of sales	443.4			461.5			871.2			849.9
Depreciation and amortization	25.3			24.9			52.0			50.5
Selling and administrative	37.9			35.9			76.6			76.8
(Gain) loss on sale or impairment of long-lived assets, net	0.5			(0.5		)	0.6			(0.5		)
Other operating charges and credits, net	—			0.6			11.6			0.6
Total operating costs and expenses	507.1			522.4			1,012.0			977.3
Loss from operations	(14.1		)	(3.9		)	(47.3		)	(14.1		)
Non-operating income (expense):
Interest expense, net of capitalized interest	(7.2		)	(7.4		)	(14.7		)	(15.1		)
Interest income	1.0			1.7			2.4			3.5
Other non-operating items	0.4			3.8			(1.8		)	(0.5		)
Total non-operating income (expense)	(5.8		)	(1.9		)	(14.1		)	(12.1		)
Loss from operations before taxes and equity in income of unconsolidated affiliates	(19.9		)	(5.8		)	(61.4		)	(26.2		)
Provision (benefit) for income taxes	1.0			(6.7		)	(5.3		)	(12.3		)
Equity in income of unconsolidated affiliates	(1.4		)	(1.2		)	(2.1		)	(1.8		)
Net income (loss)	(19.5		)	2.1			(54.0		)	(12.1		)
Net income (loss) per share - basic	$	(0.14	)	$	0.01		(0.38		)	(0.09		)
Net income (loss) per share - diluted	$	(0.14	)	$	0.01		$	(0.38	)	$	(0.09	)
Average shares of stock outstanding - basic	142.3			140.8			142.1			140.8
Average shares of stock outstanding - diluted	142.3			144.0			142.1			140.8

CONDENSED CONSOLIDATED BALANCE SHEETS

LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

(Dollar amounts in millions) (Unaudited)

	June 30, 2015			December 31, 2014
ASSETS
Cash and cash equivalents	$	481.0		$	532.7
Receivables	124.6			108.4
Inventories	224.9			229.8
Prepaid expenses and other current assets	7.0			25.0
Deferred income taxes	24.0			45.1
Assets held for sale	9.3			9.3
Total current assets	870.8			950.3
Timber and timberlands	53.5			67.1
Property, plant and equipment, at cost	2,327.4			2,315.1
Accumulated depreciation	(1,503.3		)	(1,464.4		)
Net property, plant and equipment	824.1			850.7
Goodwill	9.7			9.7
Notes receivable from asset sales	432.2			432.2
Investments in and advances to affiliates	7.1			5.0
Restricted cash	15.8			10.4
Other assets	22.5			22.8
Long-term deferred tax asset	0.6			0.6
Total assets	$	2,236.3		$	2,348.8
LIABILITIES AND EQUITY
Current portion of long-term debt	$	2.2		$	2.4
Accounts payable and accrued liabilities	149.2			168.3
Current portion of contingency reserves	2.0			2.0
Total current liabilities	153.4			172.7
Long-term debt, excluding current portion	753.6			754.8
Deferred income taxes	117.3			139.5
Contingency reserves, excluding current portion	12.5			12.2
Other long-term liabilities	142.7			153.8
Stockholders’ equity:
Common stock	152.8			152.8
Additional paid-in capital	495.2			507.0
Retained earnings	758.3			812.3
Treasury stock	(213.0		)	(225.0		)
Accumulated comprehensive loss	(136.5		)	(131.3		)
Total stockholders’ equity	1,056.8			1,115.8
Total liabilities and stockholders’ equity	$	2,236.3		$	2,348.8

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

(Dollar amounts in millions) (Unaudited)

	Quarter Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(19.5	)	$	2.1		$	(54.0	)	$	(12.1	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	25.3			24.9			52.0			50.5
Income from unconsolidated affiliates	(1.4		)	(1.2		)	(2.1		)	(1.8		)
(Gain) loss on sale or impairment of long-lived assets, net	0.5			(0.5		)	0.6			(0.5		)
Other operating charges and credits, net	—			0.6			11.6			0.6
Stock-based compensation related to stock plans	2.7			2.4			5.1			4.5
Exchange loss on remeasurement	0.7			(3.9		)	4.3			1.3
Increase in contingencies, net of cash payments	—			0.5			0.5			—
Cash settlements of warranties, net of accruals	(2.4		)	(2.3		)	(5.4		)	(5.0		)
Pension expense, net of contributions	2.4			0.7			4.4			1.3
Non-cash interest expense, net	(0.1		)	0.1			(0.1		)	0.6
Other adjustments, net	0.6			0.6			0.8			0.4
Changes in assets and liabilities:
(Increase) decrease in receivables	14.3			(2.8		)	(16.6		)	(67.2		)
(Increase) decrease in inventories	37.3			40.0			3.1			(11.3		)
(Increase) decrease in prepaid expenses and other current assets	(1.2		)	(1.8		)	0.8			0.7
Decrease in accounts payable and accrued liabilities	(21.4		)	(38.4		)	(4.2		)	(6.0		)
Increase (decrease) in deferred income taxes	3.7			(5.8		)	(3.3		)	(13.8		)
Net cash provided by (used in) operating activities	41.5			15.2			(2.5		)	(57.8		)
CASH FLOWS FROM INVESTING ACTIVITIES:
Property, plant and equipment additions	(18.6		)	(18.2		)	(33.5		)	(42.2		)
Proceeds from sales of assets	—			0.7			0.4			0.8
(Increase) decrease in restricted cash under letters of credit/credit facility	(5.4		)	1.2			(5.4		)	1.0
Net cash used in investing activities	(24.0		)	(16.3		)	(38.5		)	(40.4		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term debt	—			—			(1.4		)	(1.1		)
Sale of common stock under equity plans	0.3			—			0.4			—
Taxes paid related to net share settlement of equity awards	(2.9		)	(0.1		)	(5.3		)	(1.5		)
Net cash used in financing activities	(2.6		)	(0.1		)	(6.3		)	(2.6		)
EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS	(2.2		)	4.2			(4.4		)	(1.3		)
Net increase (decrease) in cash and cash equivalents	12.7			3.0			(51.7		)	(102.1		)
Cash and cash equivalents at beginning of period	468.3			551.7			532.7			656.8
Cash and cash equivalents at end of period	$	481.0		$	554.7		$	481.0		$	554.7

LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

SELECTED SEGMENT INFORMATION

(Dollar amounts in millions) (Unaudited)

	Quarter Ended June 30,						Six Months Ended June 30,
Dollar amounts in millions	2015			2014			2015			2014
Net sales:
OSB	$	211.0		$	223.7		$	401.2		$	418.6
Siding	163.9			169.7			337.4			313.2
Engineered Wood Products	72.0			75.9			136.8			138.1
South America	38.7			41.9			74.6			78.5
Other	7.4			8.7			14.7			16.6
Intersegment Sales	—			(1.4		)	—			(1.8		)
	$	493.0		$	518.5		$	964.7		$	963.2
Operating profit (loss):
OSB	$	(18.1	)	$	(5.5	)	$	(46.5	)	$	(7.4	)
Siding	29.2			25.9			62.1			45.1
Engineered Wood Products	(2.3		)	(5.3		)	(6.4		)	(8.4		)
South America	2.0			4.0			4.4			8.2
Other	(1.0		)	(1.0		)	(1.9		)	(1.7		)
Other operating charges and credits, net	—			(0.6		)	(11.6		)	(0.6		)
Gain (loss) on sale or impairment of long-lived assets	(0.5		)	0.5			(0.6		)	0.5
General corporate and other expenses, net	(22.0		)	(20.7		)	(44.7		)	(48.0		)
Other non-operating income (expense)	0.4			3.8			(1.8		)	(0.5		)
Interest income	1.0			1.7			2.4			3.5
Interest expense, net of capitalized interest	(7.2		)	(7.4		)	(14.7		)	(15.1		)
Loss from operations before taxes	(18.5		)	(4.6		)	(59.3		)	(24.4		)
Benefit for income taxes	1.0			(6.7		)	(5.3		)	(12.3		)
Net income (loss)	$	(19.5	)	$	2.1		$	(54.0	)	$	(12.1	)

LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

SUMMARY OF PRODUCTION VOLUMES ⁽¹⁾ 

The following table sets forth production volumes for the quarter and six months ended June 30, 2015 and 2014.

	Quarter Ended		Six Months Ended
	June 30,		June 30,
	2015	2014	2015	2014
Oriented strand board, million square feet 3/8" basis(1)	1,089	1,066	2,093	2,032
Oriented strand board, million square feet 3/8" basis (produced by North America non-OSB segment mills)	6	16	16	45
Wood-based siding, million square feet 3/8" basis	319	266	630	539
Engineered I-Joist, million lineal feet(1)	20	21	35	42
Laminated veneer lumber (LVL), thousand cubic feet(1) and laminated strand lumber (LSL), thousand cubic feet	2,121	2,343	4,485	4,671

⁽¹⁾ Includes volumes produced by joint venture operations or under sales arrangements and sold to LP.

EX-99.2

Exhibit 99.2 Reconciliation of EBITDA from continuing operations and Adjusted EBITDA from continuing operations for the quarter and six months ended June 30, 2015 and 2014.

Three Months Ended June 30, 2015 (Dollar amounts in millions)	OSB			Siding		EWP			South America		Other			Corporate			Total
Sales	$	211.0		$	163.9	$	72.0		$	38.7	$	7.4		$	—		$	493.0
Depreciation and amortization	14.2			5.0		2.7			2.1		0.5			0.8			25.3
Cost of sales and selling and administrative	214.9			129.7		73.0			34.6		7.9			21.2			481.3
Gain on sale or impairment of long lived assets	—			—		—			—		—			0.5			0.5
Total operating costs	229.1			134.7		75.7			36.7		8.4			22.5			507.1
Income (loss) from operations	(18.1		)	29.2		(3.7		)	2.0		(1.0		)	(22.5		)	(14.1		)
Total non-operating expense	—			—		—			—		—			(5.8		)	(5.8		)
Income (loss) before income taxes and equity in income of unconsolidated affiliates	(18.1		)	29.2		(3.7		)	2.0		(1.0		)	(28.3		)	(19.9		)
Income tax provision	—			—		—			—		—			1.0			1.0
Equity in income of unconsolidated affiliates	—			—		(1.4		)	—		—			—			(1.4		)
Net income (loss)	$	(18.1	)	$	29.2	$	(2.3	)	$	2.0	$	(1.0	)	$	(29.3	)	$	(19.5	)
Reconciliation of net income (loss) to Adjusted EBITDA
Net income (loss)	$	(18.1	)	$	29.2	$	(2.3	)	$	2.0	$	(1.0	)	$	(29.3	)	$	(19.5	)
Income tax benefit	—			—		—			—		—			1.0			1.0
Interest expense, net of capitalized interest	—			—		—			—		—			7.2			7.2
Depreciation and amortization	14.2			5.0		2.7			2.1		0.5			0.8			25.3
EBITDA	(3.9		)	34.2		0.4			4.1		(0.5		)	(20.3		)	14.0
Stock based compensation expense	0.2			0.4		0.2			—		—			1.9			2.7
Gain on sale or impairment of long lived assets	—			—		—			—		—			0.5			0.5
Investment income	—			—		—			—		—			(1.0		)	(1.0		)
Adjusted EBITDA	$	(3.7	)	$	34.6	$	0.6		$	4.1	$	(0.5	)	$	(18.9	)	$	16.2

Three Months Ended June 30, 2014 (Dollar amounts in millions)	OSB			Siding		EWP			South America		Other			Corporate			Total
Sales	$	223.7		$	169.7	$	75.9		$	41.9	$	8.7		$	(1.4	)	$	518.5
Depreciation and amortization	13.5			4.3		3.7			2.6		0.2			0.6			24.9
Cost of sales and selling and administrative	215.7			139.5		78.7			35.3		9.5			18.7			497.4
Loss on sale or impairment of long lived assets	—			—		—			—		—			(0.5		)	(0.5		)
Other operating credits and charges, net	—			—		—			—		—			0.6			0.6
Total operating costs	229.2			143.8		82.4			37.9		9.7			19.4			522.4
Income (loss) from operations	(5.5		)	25.9		(6.5		)	4.0		(1.0		)	(20.8		)	(3.9		)
Total non-operating expense	—			—		—			—		—			(1.9		)	(1.9		)
Income (loss) before income taxes and equity in (income) loss of unconsolidated affiliates	(5.5		)	25.9		(6.5		)	4.0		(1.0		)	(22.7		)	(5.8		)
Benefit for income taxes	—			—		—			—		—			(6.7		)	(6.7		)
Equity in (income) loss of unconsolidated affiliates	—			—		(1.2		)	—		—			—			(1.2		)
Net income (loss)	$	(5.5	)	$	25.9	$	(5.3	)	$	4.0	$	(1.0	)	$	(16.0	)	$	2.1
Reconciliation of net income (loss) to Adjusted EBITDA
Net income (loss)	$	(5.5	)	$	25.9	$	(5.3	)	$	4.0	$	(1.0	)	$	(16.0	)	$	2.1
Benefit for income taxes	—			—		—			—		—			(6.7		)	(6.7		)
Interest expense, net of capitalized interest	—			—		—			—		—			7.4			7.4
Depreciation and amortization	13.5			4.3		3.7			2.6		0.2			0.6			24.9
EBITDA	8.0			30.2		(1.6		)	6.6		(0.8		)	(14.7		)	27.7
Stock based compensation expense	0.3			0.1		0.2			—		—			1.8			2.4
Loss on sale or impairment of long lived assets	—			—		—			—		—			(0.5		)	(0.5		)
Investment income	—			—		—			—		—			(1.7		)	(1.7		)
Other operating credits and charges, net	—			—		—			—		—			0.6			0.6
Expenses associated with proposed acquisition of Ainsworth Lumber co. Ltd.	—			—		—			—		—			(2.3		)	(2.3		)
Depreciation included in equity in income (loss) of unconsolidated affiliates	—			—		0.1			—		—			—			0.1
Adjusted EBITDA	$	8.3		$	30.3	$	(1.3	)	$	6.6	$	(0.8	)	$	(16.8	)	$	26.3

Six Months Ended June 30, 2015 (Dollar amounts in millions)	OSB			Siding		EWP			South America		Other			Corporate			Total
Sales	$	401.2		$	337.4	$	136.8		$	74.6	$	14.7		$	—		$	964.7
Depreciation and amortization	29.0			10.1		6.3			4.2		0.9			1.5			52.0
Cost of sales and selling and administrative	418.7			265.2		139.0			66.0		15.7			43.2			947.8
Gain on sale or impairment of long lived assets	—			—		—			—		—			0.6			0.6
Other operating credits and charges, net	—			—		—			—		—			11.6			11.6
Total operating costs	447.7			275.3		145.3			70.2		16.6			56.9			1,012.0
Income (loss) from operations	(46.5		)	62.1		(8.5		)	4.4		(1.9		)	(56.9		)	(47.3		)
Total non-operating expense	—			—		—			—		—			(14.1		)	(14.1		)
Income (loss) before income taxes and equity in income of unconsolidated affiliates	(46.5		)	62.1		(8.5		)	4.4		(1.9		)	(71.0		)	(61.4		)
Income tax benefit	—			—		—			—		—			(5.3		)	(5.3		)
Equity in income of unconsolidated affiliates	—			—		(2.1		)	—		—			—			(2.1		)
Net income (loss)	$	(46.5	)	$	62.1	$	(6.4	)	$	4.4	$	(1.9	)	$	(65.7	)	$	(54.0	)
Reconciliation of net income (loss) to Adjusted EBITDA
Net income (loss)	$	(46.5	)	$	62.1	$	(6.4	)	$	4.4	$	(1.9	)	$	(65.7	)	$	(54.0	)
Income tax benefit	—			—		—			—		—			(5.3		)	(5.3		)
Interest expense, net of capitalized interest	—			—		—			—		—			14.7			14.7
Depreciation and amortization	29.0			10.1		6.3			4.2		0.9			1.5			52.0
EBITDA from continuing operations	(17.5		)	72.2		(0.1		)	8.6		(1.0		)	(54.8		)	7.4
Stock based compensation expense	0.4			0.5		0.3			—		—			3.9			5.1
Gain on sale or impairment of long lived assets	—			—		—			—		—			0.6			0.6
Investment income	—			—		—			—		—			(2.4		)	(2.4		)
Other operating credits and charges, net	—			—		—			—		—			11.6			11.6
Adjusted EBITDA	$	(17.1	)	$	72.7	$	0.2		$	8.6	$	(1.0	)	$	(41.1	)	$	22.3

Six Months Ended June 30, 2014 (Dollar amounts in millions)	OSB			Siding		EWP			South America		Other			Corporate			Total
Sales	$	418.6		$	313.2	$	138.1		$	78.5	$	16.6		$	(1.8	)	$	963.2
Depreciation and amortization	27.1			8.5		8.0			4.9		0.5			1.5			50.5
Cost of sales and selling and administrative	398.9			259.6		140.3			65.4		17.8			44.7			926.7
Gain on sale or impairment of long lived assets	—			—		—			—		—			(0.5		)	(0.5		)
Other operating credits and charges, net	—			—		—			—		—			0.6			0.6
Total operating costs	426.0			268.1		148.3			70.3		18.3			46.3			977.3
Income (loss) from operations	(7.4		)	45.1		(10.2		)	8.2		(1.7		)	(48.1		)	(14.1		)
Total non-operating expense	—			—		—			—		—			(12.1		)	(12.1		)
Income (loss) before income taxes and equity in income of unconsolidated affiliates	(7.4		)	45.1		(10.2		)	8.2		(1.7		)	(60.2		)	(26.2		)
Income tax benefit	—			—		—			—		—			(12.3		)	(12.3		)
Equity in income of unconsolidated affiliates	—			—		(1.8		)	—		—			—			(1.8		)
Income (loss) from continuing operations	$	(7.4	)	$	45.1	$	(8.4	)	$	8.2	$	(1.7	)	$	(47.9	)	$	(12.1	)
Reconciliation of income (loss) from continuing operations to Adjusted EBITDA from continuing operations
Income (loss) from continuing operations	$	(7.4	)	$	45.1	$	(8.4	)	$	8.2	$	(1.7	)	$	(47.9	)	$	(12.1	)
Income tax benefit	—			—		—			—		—			(12.3		)	(12.3		)
Interest expense, net of capitalized interest	—			—		—			—		—			15.1			15.1
Depreciation and amortization	27.1			8.5		8.0			4.9		0.5			1.5			50.5
EBITDA from continuing operations	19.7			53.6		(0.4		)	13.1		(1.2		)	(43.6		)	41.2
Stock based compensation expense	0.5			0.3		0.3			—		—			3.4			4.5
Gain on sale or impairment of long lived assets	—			—		—			—		—			(0.5		)	(0.5		)
Investment income	—			—		—			—		—			(3.5		)	(3.5		)
Expenses associated with proposed acquisition of Ainsworth Lumber Co. Ltd.	—			—		—			—		—			6.8			6.8
Other operating credits and charges, net	—			—		—			—		—			0.6			0.6
Depreciation included in equity in (income) loss of unconsolidated affiliates	—			—		0.1			—		—			—			0.1
Adjusted EBITDA from continuing operations	$	20.2		$	53.9	$	—		$	13.1	$	(1.2	)	$	(36.8	)	$	49.2

EX-99.3

Exhibit 99.3 Reconciliation of Adjusted income from continuing operations

	As reported Quarter Ended June 30, 2015			Adjustments		As adjusted Quarter Ended June 30, 2015			As reported Quarter Ended March 31, 2015			Adjustments		As adjusted Quarter Ended March 31, 2015			As reported Quarter Ended June 30, 2014			Adjustments		As adjusted Quarter Ended June 30, 2014
Net sales	$	493.0				$	493.0		$	471.7				$	471.7		$	518.5				$	518.5
Operating costs and expenses:
Cost of sales	$	443.4				443.4			427.8					427.8			$	461.5				461.5
Depreciation and amortization	$	25.3				25.3			26.7					26.7			$	24.9				24.9
Selling and administrative	$	37.9				37.9			38.7					38.7			$	35.9		(1.4	)	34.5
(Gain) loss on sale or impairment of long-lived assets, net	$	0.5		(0.5	)	—			0.1			(0.1	)	—			$	(0.5	)	0.5		—
Other operating credits and charges, net	$	—		—		—			11.6			(11.6	)	—			$	0.6		(0.6	)	—
Total operating costs and expenses	507.1					506.6			504.9					493.2			522.4					520.9
Income (loss) from operations	(14.1		)			(13.6		)	(33.2		)			(21.5		)	(3.9		)			(2.4		)
Non-operating income (expense):
Interest expense, net of capitalized interest	$	(7.2	)			(7.2		)	(7.5		)			(7.5		)	$	(7.4	)			(7.4		)
Investment income	$	1.0				1.0			1.4					1.4			$	1.7				1.7
Other non-operating items	$	0.4				0.4			$	(2.2	)			(2.2		)	$	3.8		(3.7	)	0.1
Total non-operating income (expense)	(5.8		)			(5.8		)	(8.3		)			(8.3		)	(1.9		)			(5.6		)
Income (loss) before taxes and equity in income of unconsolidated affiliates	(19.9		)			(19.4		)	(41.5		)			(29.8		)	(5.8		)			(8.0		)
Provision (benefit) for income taxes	$	1.0		(1.0	)	—			(6.3		)	6.3		—			$	(6.7	)	6.7		—
"Normalized" tax rate @ 35%	—			(6.3	)	(6.3		)	—			(10.2	)	(10.2		)	—			(2.4	)	(2.4		)
Equity in income of unconsolidated affiliates	$	(1.4	)			(1.4		)	(0.7		)			(0.7		)	$	(1.2	)			(1.2		)
Net income (loss)	$	(19.5	)			$	(11.7	)	$	(34.5	)			$	(18.9	)	$	2.1				$	(4.4	)
Income (loss) per share of common stock (basic and diluted):
Net income (loss) per share	$	(0.14	)			$	(0.08	)	$	(0.24	)			$	(0.13	)	$	0.01				$	(0.03	)
Average shares of stock outstanding - basic	142.3					142.3			142.0					142.0			140.8					140.8
Average shares of stock outstanding - diluted	142.3					142.3			142.0					142.0			144.0					144.0

	As reported Six Months Ended June 30, 2015			Adjustments		As adjusted Six Months Ended June 30, 2015			As reported Six Months Ended June 30, 2014			Adjustments		As adjusted Six Months Ended June 30, 2014
Net sales	$	964.7				$	964.7		$	963.2				$	963.2
Operating costs and expenses:						—								—
Cost of sales	871.2					871.2			849.9					849.9
Depreciation and amortization	52.0					52.0			50.5					50.5
Selling and administrative	76.6					76.6			76.8			(4.7	)	72.1
Gain on sale or impairment of long-lived assets, net	0.6			(0.6	)	—			(0.5		)	0.5		—
Other operating credits and charges, net	11.6			(11.6	)	—			0.6			(0.6	)	—
Total operating costs and expenses	1,012.0					999.8			977.3					972.5
Income (loss) from operations	(47.3		)			(35.1		)	(14.1		)			(9.3		)
Non-operating income (expense):
Interest expense, net of capitalized interest	(14.7		)			(14.7		)	(15.1		)			(15.1		)
Investment income	2.4					2.4			3.5					3.5
Other non-operating items	(1.8		)			(1.8		)	(0.5		)	2.1		1.6
Total non-operating income (expense)	(14.1		)			(14.1		)	(12.1		)			(10.0		)
Income (loss) from continuing operations before taxes and equity in income of unconsolidated affiliates	(61.4		)			(49.2		)	(26.2		)			(19.3		)
Provision (benefit) for income taxes	(5.3		)	5.3		—			(12.3		)	12.3		—
"Normalized" tax rate @ 35%	—			(16.5	)	(16.5		)	—			(6.1	)	(6.1		)
Equity in income of unconsolidated affiliates	(2.1		)			(2.1		)	(1.8		)			(1.8		)
Income (loss) from continuing operations	(54.0		)			(30.6		)	(12.1		)			(11.4		)
Net income (loss)	$	(54.0	)			$	(30.6	)	$	(12.1	)			$	(11.4	)
Net income (loss) per share - basic	$	(0.38	)			$	(0.22	)	$	(0.09	)			$	(0.08	)
Net income (loss) per share - diluted	$	(0.38	)			$	(0.22	)	$	(0.09	)			$	(0.08	)
Average shares of stock outstanding - basic	142.1					142.1			140.8					140.8
Average shares of stock outstanding - diluted	142.1					142.1			140.8					140.8