Annual Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.77M
2: EX-4.2 Instrument Defining the Rights of Security Holders HTML 49K
3: EX-21 Subsidiaries List HTML 28K
4: EX-23 Consent of Expert or Counsel HTML 28K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 32K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 32K
7: EX-32 Certification -- §906 - SOA'02 HTML 30K
14: R1 Document and Entity Information Document HTML 94K
15: R2 Consolidated Statements of Income HTML 130K
16: R3 Consolidated Balance Sheets HTML 116K
17: R4 Consolidated Balance Sheets (Parenthetical) HTML 48K
18: R5 Consolidated Statements of Comprehensive Income HTML 60K
19: R6 Consolidated Statements of Cash Flows HTML 122K
20: R7 Consolidated Statements of Stockholders' Equity HTML 83K
21: R8 Consolidated Statements of Stockholders' Equity HTML 30K
(Parenthetical)
22: R9 Summary of Significant Accounting Policies HTML 118K
23: R10 Present and Prospective Accounting Pronouncements HTML 35K
(Notes)
24: R11 Revenue (Notes) HTML 182K
25: R12 Fair Value Measurements HTML 61K
26: R13 Earnings Per Share (Notes) HTML 45K
27: R14 Goodwill and Other Intangible Assets HTML 61K
28: R15 Investments in and Advances to Affiliates HTML 32K
29: R16 Acquisitions (Notes) HTML 36K
30: R17 Noncontrolling Interests (Notes) HTML 40K
31: R18 Income Taxes HTML 138K
32: R19 Leases (Notes) HTML 78K
33: R20 Long-term Debt HTML 71K
34: R21 Stock-Based Compensation HTML 76K
35: R22 Other Operating Credits and Charges, Net HTML 67K
36: R23 Impairment of Long-Lived Assets HTML 33K
37: R24 Committments and Contingent Liabilities HTML 56K
38: R25 Product Warranty HTML 41K
39: R26 Retirement Plans and Post Retirement Benefits HTML 204K
40: R27 Accumulated Comprehensive Loss HTML 60K
41: R28 Segment Information HTML 156K
42: R29 Summary of Significant Accounting Policies HTML 123K
(Policies)
43: R30 Revenue Recognition and Deferred Revenue HTML 30K
(Policies)
44: R31 Summary of Significant Accounting Policies HTML 106K
(Tables)
45: R32 Revenue (Tables) HTML 177K
46: R33 Fair Value Measurements (Tables) HTML 58K
47: R34 Earnings Per Share (Tables) HTML 44K
48: R35 Goodwill and Other Intangible Assets (Tables) HTML 61K
49: R36 Income Taxes (Tables) HTML 145K
50: R37 Leases (Tables) HTML 77K
51: R38 Long-term Debt (Tables) HTML 68K
52: R39 Stock-Based Compensation (Tables) HTML 73K
53: R40 Other Operating Credits and Charges, Net (Tables) HTML 67K
54: R41 Committments and Contingent Liabilities (Tables) HTML 51K
55: R42 Product Warranty (Tables) HTML 40K
56: R43 Retirement Plans and Post Retirement Benefits HTML 207K
(Tables)
57: R44 Accumulated Comprehensive Loss (Tables) HTML 60K
58: R45 Segment Information (Tables) HTML 153K
59: R46 Summary of Significant Accounting Policies HTML 42K
Receivables (Details)
60: R47 Summary of Significant Accounting Policies HTML 31K
Investments (Details)
61: R48 Summary of Significant Accounting Policies HTML 42K
Inventory (Details)
62: R49 Summary of Significant Accounting Policies HTML 48K
Property, Plant and Equipment (Details)
63: R50 Summary of Significant Accounting Policies HTML 35K
Depreciation and Amortization (Details)
64: R51 Summary of Significant Accounting Policies HTML 48K
Accounts Payable (Details)
65: R52 Summary of Significant Accounting Policies Other HTML 45K
long-term liabilities (Details)
66: R53 Summary of Significant Accounting Policies Asset HTML 39K
Retirement Obligation (Details)
67: R54 Revenue (Details) HTML 37K
68: R55 Revenue Disaggregation of revenue (Details) HTML 152K
69: R56 Fair Value Measurements (Details) HTML 49K
70: R57 Fair Value Measurements Unobservable Inputs HTML 38K
Rollforward (Details)
71: R58 Earnings Per Share (Details) HTML 38K
72: R59 Goodwill and Other Intangible Assets (Details) HTML 72K
73: R60 Investments in and Advances to Affiliates HTML 45K
(Details)
74: R61 Acquisitions (Details) HTML 87K
75: R62 Noncontrolling Interests (Details) HTML 41K
76: R63 Income Taxes Tax act (Details) HTML 30K
77: R64 Income Taxes Income Statement table (Details) HTML 39K
78: R65 Income Taxes Income tax provision (Benefit) From HTML 65K
Continuing Operations (Details)
79: R66 Income Taxes Reconciliation of deferred taxes HTML 73K
(Details)
80: R67 Income Taxes NOL and credit carryovers (Details) HTML 46K
81: R68 Income Taxes (Details) HTML 73K
82: R69 Income Taxes Uncertain tax positions (Details) HTML 51K
83: R70 Leases (Details) HTML 129K
84: R71 Long-term Debt (Details) HTML 57K
85: R72 Long-term Debt Narrative (Details) HTML 77K
86: R73 Long-term Debt Long-term Debt Required repayment HTML 45K
of Principal (Details)
87: R74 Stockholders' Equity Preferred stock (Details) HTML 32K
88: R75 Common Stock Plan (Details) HTML 40K
89: R76 SSARs (Details) HTML 36K
90: R77 Summary of Stock Awards Oustanding (Details) HTML 115K
91: R78 Stockholders' Equity Share Repurchase Programs HTML 35K
(Details)
92: R79 Stockholders' Equity ESPP (Details) HTML 29K
93: R80 Other Operating Credits and Charges, Net (Details) HTML 42K
94: R81 Other Operating Credits and Charges, Net HTML 58K
Non-Operating Income and Expense (Details)
95: R82 Impairment of Long-Lived Assets (Details) HTML 40K
96: R83 Committments and Contingent Liabilities (Details) HTML 46K
97: R84 Product Warranty (Details) HTML 44K
98: R85 Retirement Plans and Post Retirement Benefits HTML 35K
Defined Benefit Plans (Details)
99: R86 Retirement Plans and Post Retirement Benefits HTML 162K
Funded Status, Assumptions Used in Benefit
Obligations and Amounts Recognized in Balance
Sheets (Details)
100: R87 Retirement Plans and Post Retirement Benefits HTML 71K
Pension Costs, Assumptions Used in Net Periodic
Costs and Expected Contributions and Payments
(Details)
101: R88 Retirement Plans and Post Retirement Benefits HTML 107K
Asset Allocation and Fair Value of Plan Assets
(Details)
102: R89 Retirement Plans and Post Retirement Benefits HTML 75K
Defined Contribution Plans and Other Benefit Plans
(Details)
103: R90 Accumulated Comprehensive Loss (Details) HTML 59K
104: R91 Selected Segment Data (Details) HTML 101K
105: R92 Segment Information Identifiable assets (Details) HTML 40K
106: R93 Segment Information Geographic Segments (Details) HTML 67K
108: XML IDEA XML File -- Filing Summary XML 201K
13: XML XBRL Instance -- lpx-20201231_htm XML 4.83M
107: EXCEL IDEA Workbook of Financial Reports XLSX 152K
9: EX-101.CAL XBRL Calculations -- lpx-20201231_cal XML 268K
10: EX-101.DEF XBRL Definitions -- lpx-20201231_def XML 1.23M
11: EX-101.LAB XBRL Labels -- lpx-20201231_lab XML 2.59M
12: EX-101.PRE XBRL Presentations -- lpx-20201231_pre XML 1.64M
8: EX-101.SCH XBRL Schema -- lpx-20201231 XSD 229K
109: JSON XBRL Instance as JSON Data -- MetaLinks 540± 826K
110: ZIP XBRL Zipped Folder -- 0001628280-21-002469-xbrl Zip 664K
‘EX-4.2’ — Instrument Defining the Rights of Security Holders
As of December 31, 2020, Louisiana-Pacific Corporation (“LP,”“we,”“us” and “our”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), common stock, par value $1 per share (the “Common Stock”).
The following
description is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the actual terms and provisions contained in our Restated Certificate of Incorporation (the “Certificate of Incorporation”) and our Bylaws (the “Bylaws”), each of which is incorporated by reference as an exhibit to our Annual Report on Form 10-K of which this Exhibit 4.2 is a part. We encourage you to read our Certificate of Incorporation, our Bylaws
and the applicable provisions of the General Corporation Law of the State of Delaware (“DGCL”) for additional information.
Description of Capital Stock
Authorized Shares of Capital Stock
Our authorized capital stock consists of 200,000,000 shares of Common Stock and 15,000,000 shares of preferred stock, par value $1 per share (the “Preferred Stock”). There are no outstanding shares of Preferred Stock.
Common Stock
Our Common Stock is listed on the New York Stock Exchange under the symbol “LPX.”
Subject to the restrictions described below, the holders of our Common Stock are entitled to receive dividends from funds legally available as, if and when declared by our board of directors, and are
entitled upon our liquidation, dissolution or winding up to receive pro rata our net assets after satisfaction in full of the prior rights of our creditors and holders of any Preferred Stock.
Except as otherwise provided by law, the Certificate of Incorporation or the Bylaws, and subject to the voting rights of our Preferred Stock of any series that may be outstanding from time to time, the holders of Common Stock are entitled to one vote on each matter submitted to a vote at a meeting of stockholders for each share of Common Stock held of record by such holder on the date fixed by our board of directors as the record date for such meeting of stockholders. The holders of Common Stock do not have cumulative voting rights. The holders of Common Stock do
not have any preferential, subscription or preemptive rights to subscribe to or purchase any new or additional issue of shares of any class of stock or of securities convertible into our stock or any conversion rights with respect to any of our securities. Our Common Stock is not subject to redemption.
Preferred Stock
Our Certificate of Incorporation authorizes our board of directors to provide for the issuance of shares of Preferred Stock in one or more series and to determine, with respect to any series of Preferred Stock, the terms and rights of the series, including, without limitation, the following:
The
designation of and number of shares constituting such series;
The dividend rate of such series, the conditions and dates upon which such dividends shall be payable, the preference or relation which such dividends shall bear to the dividends payable on any other class or classes or of any other series of capital stock, and whether such dividends shall be cumulative or noncumulative;
Whether
the shares of such series shall be subject to redemption, and, if made subject to such redemption, the times, prices and other terms and conditions of such redemption;
The terms and amount of any sinking fund provided for the purchase or redemption of the shares of such series;
Whether
or not the shares of such series shall be convertible into or exchangeable for shares of any other class or classes or of any other series of any class or classes of our capital stock, and, if provision be made for conversion or exchange, the times, prices, rates, adjustments, and other terms and conditions of such conversion or exchange;
The extent, if any, to which the holders of the shares of such series shall be entitled to vote as a class or otherwise with respect
to the election of the directors or otherwise;
The restrictions, if any, on the issue or reissue of any additional Preferred Stock;
The
rights of the holders of the shares of such series upon the dissolution of, or upon the distribution of assets of, LP.
Purposes and Effects of Certain Provisions of the DGCL and Our
Our Certificate of Incorporation and Bylaws contain provisions that could make more difficult the acquisition of control of LP by means of a tender offer, open market purchases, a proxy contest or otherwise.
A description of these provisions is set forth below.
Preferred Stock
We believe that the availability of the Preferred Stock under our Certificate of Incorporation will provide us with flexibility in structuring possible future financings and acquisitions and in meeting other corporate needs which might arise. Having these authorized shares available for issuance will allow us to issue shares of Preferred Stock without the expense and delay of a special stockholders’ meeting. The authorized shares of Preferred Stock, as well as shares of Common Stock, will be available for issuance without further action by our stockholders, unless action is required by applicable law or the rules of any stock exchange on which our securities may be listed. Our board of directors has the power, subject to applicable
law, to issue series of Preferred Stock, that could, depending on the terms of the series, impede the completion of a merger, tender offer or other takeover attempt. For instance, subject to applicable law, series of Preferred Stock might impede a business combination by including class voting rights which would enable the holder or holders of such series to block a proposed transaction. Our board of directors could issue Preferred Stock having terms which could discourage an acquisition attempt or other transaction that some, or a majority, of the stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then prevailing market price of the stock.
Classified Board of Directors; Removable Only for Cause
Our Bylaws divide our
board of directors into three classes of directors, with each class serving staggered, three-year terms. The number of directors may not be less than three and is currently nine, but may be increased or decreased by vote of a majority of the board of directors. In addition, our directors may be removed from office only for cause and only by the affirmative vote of the holders of at least 75% of our Common Stock. Notwithstanding the foregoing, whenever the holders of any one or more series of our Preferred Stock shall have the right, voting separately as a class, to elect one or more directors, the provisions described in this paragraph shall not apply with respect to the director or directors elected by such holders of Preferred Stock.
The classification of our board of directors means that, unless directors are removed for cause, it could require at least two annual meetings of stockholders for a majority of stockholders to
make a change of control of the board of directors, because only a portion of the directors will be elected at each meeting. A significant effect of a classified board of directors may be to deter hostile takeover attempts, because an acquiror could experience delay in replacing a majority of the directors. A classified board of directors also makes it more difficult for stockholders to effect a change of control of the board of directors, even if such a change of control were to be sought due to dissatisfaction with the performance our directors.
The DGCL provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation’s certificate
of incorporation or bylaws, unless the corporation’s certificate of incorporation or bylaws, as the case may be, requires a greater percentage. Our board of directors is expressly authorized to adopt, amend or repeal bylaws of LP by a vote of two-thirds of the entire board. At any annual or special meeting of stockholders, the stockholders may adopt additional bylaws and may amend or repeal bylaws, whether or not adopted by them, provided that the
affirmative vote of the
holders of at least 75% of the Common Stock shall be required for any such adoption of additional bylaws, amendment or repeal.
Supermajority Approval of Merger, Consolidation or Other Business Combination
In addition, any merger, consolidation or recapitalization, or the sale or exchange of all or substantially all the assets of LP or any issuance of voting securities of LP (other than pursuant to employee benefit plans), shall require the affirmative vote of the holders of at least 75% of the then-outstanding shares of our Common Stock if a Person (as defined below) is then directly or indirectly
the beneficial owner of 20% or more of the Common Stock; provided that such 75% voting requirement shall not be applicable with respect to any such transaction if:
•Such Person acquired its Common Stock in a cash tender offer for all outstanding Common Stock;
•Such Person has no interest, direct or indirect, in such transaction other than solely as a holder of Common Stock so that such Person receives no extra or special benefit not shared on a pro rata basis by all holders of Common Stock;
•As a result of such transaction, the holders of Common Stock, other than such Person, will receive consideration for their Common Stock (in the same form and of the same kind as the consideration paid by such Person in acquiring the initial 20% of the Common Stock acquired by it) having
a fair market value per share at least equal to the highest per share price (appropriately adjusted for stock splits, stock dividends and like distributions) paid by such Person for any shares of Common Stock acquired by it within the two-year period prior to such transaction; or
•Such transaction was approved by two-thirds of our entire board of directors.
For the purposes of this provision, the term (i) “Person” shall have the meaning given that term under Section 2(2) of the Securities Act of 1933 and Section 13(g)(3) of the Exchange Act as in effect on March 8, 1983, and (ii) “beneficial owner” shall have the meaning given that term under Rule 13d-3 of the general rules and regulations under the Exchange Act as in effect on March 8, 1983. The affirmative vote of the holders of at least 75% of Common Stock is required to amend or repeal this restriction.
Limitation
of Director Liability
Our Certificate of Incorporation limits the liability of our directors to us and our stockholders to the fullest extent permitted by Delaware law. Specifically, a director will not be personally liable for monetary damages for breach of his or her fiduciary duty as a director, except for liability for:
•any breach of the director’s duty of loyalty to us or our stockholders;
•acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
•violations under Section 174 of the DGCL, which relates to unlawful payments of dividends or unlawful stock repurchases or redemptions; or
•any
transaction from which the director derived an improper personal benefit.
These provisions in our Certificate of Incorporation may have the effect of reducing the likelihood of derivative litigation against our directors and may discourage or deter stockholders or management from bringing a lawsuit against our directors for breach of their duty of care, even though such an action, if successful, might otherwise have benefited us and our stockholders. These provisions do not limit or affect a stockholder’s ability to seek and obtain relief under federal securities laws.
No Stockholder Action by Written Consent
Our Certificate of Incorporation provides that any action required
or permitted to be taken at any annual or special meeting of stockholders may be taken only at a duly called annual or special meeting of stockholders and may not be effected by a written consent of stockholders in lieu of a meeting of stockholders. This prevents stockholders from initiating or effecting any action by written consent, thereby limiting the ability of stockholders to take actions opposed by our board of directors. The affirmative vote of at least 75% of the holders of Common Stock is required to amend or repeal this restriction.
Special Meetings of Stockholders
Our Bylaws provide that special meetings of stockholders may be called only by the chairman of our board of directors or pursuant to a resolution of the board of directors and shall be called by the chairman of the board of
directors at the request in writing of a majority of the board of directors. Business transacted at a special meeting of the stockholders shall be confined to the purpose or purposes of the meeting as stated in the notice of the meeting.
Advanced Notice of Stockholders Proposals or Nominations
Our Bylaws require that any stockholder proposals or nominations for election to our board of directors must meet specific advance notice requirements and procedures, which make it more difficult for our stockholders to make proposals or director nominations.
Section 203 of the DGCL
We
are subject to Section 203 of the DGCL. In general, Section 203 prohibits a publicly-held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the date the person became an interested stockholder, unless the “business combination” or the transaction in which the person became an interested stockholder is approved in a prescribed manner. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns or within three years prior to the determination of interested stockholder status, did own, 15% or more of a corporation’s voting stock. The existence of this provision may have an anti-takeover effect with respect to transactions not approved in advance by the
board of directors, including discouraging attempts that might result in a premium over the market price for the shares of Common Stock held by stockholders.
Transfer Agent and Registrar
The transfer agent and registrar for our Common Stock is Computershare Trust Company, N.A.
Dates Referenced Herein and Documents Incorporated by Reference
