FILED PURSUANT TO RULE 424(b)(5)
REGISTRATION NO. 333-73157

		Per Note		Total
Initial public offering price		%		$
Underwriting discount		%		$
Proceeds, before expenses, to Louisiana-Pacific		%		$

Wachovia Securities, Inc.

Scotia Capital

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changes in general economic conditions;

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changes in the cost and availability of capital;

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changes in the level of home construction activity;

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changes in competitive conditions and prices for our products;

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changes in the relationship between supply of and demand for building products, including the effects of industry-wide increases in manufacturing capacity;

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changes in the relationship between supply of and demand for the raw materials, including wood fiber and resins, used in manufacturing our products;

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changes in other significant operating expenses;

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changes in exchange rates between the U.S. dollar and other currencies, particularly the Canadian dollar;

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changes in general and industry-specific environmental laws and regulations;

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unforeseen environmental liabilities or expenditures;

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the resolution of product-related litigation and other legal proceedings; and

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acts of God or public authorities, war, civil unrest, fire, floods, earthquakes and other matters beyond our control.

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Our structural products segment manufactures and distributes structural panel products, including oriented strand board (“OSB”), an economic plywood substitute made from wood strands arranged in layers and bonded with resin, and plywood; lumber; and engineered wood products (“EWP”), including I-joists and laminated veneer lumber (“LVL”). Our structural products segment also includes our timberlands. We believe that in North America we are the largest and one of the most efficient producers of OSB, the largest producer of stud lumber and one of the largest producers of EWP. In 2000, structural products segment sales were approximately $1,817 million, representing approximately 62% of our total net sales.

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Our exterior products segment produces and markets wood and vinyl siding and related accessories, composite decking and specialty OSB products. Our exterior siding and other cladding products are used in the residential and commercial building markets. Our exterior product offerings are classified into five categories: (1) SmartSystem® siding products, (2) hardboard siding products, (3) vinyl siding products, (4) composite decking, and (5) developmental products. Our portfolio of products offers customers a wide variety of siding choices at various performance levels and prices. In 2000, exterior products segment sales were approximately $329 million, representing approximately 11% of our total net sales.

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Our industrial panel products segment manufactures and distributes particleboard, medium density fiberboard (“MDF”), hardboard and decorative panels. Our strategy in industrial panel products is primarily to focus on value-added specialty products that are complementary to our other product offerings. These value-added specialty product lines include flooring, shelving, door skins, door parts, decorative panels, paneling and other specialty applications. In 2000, industrial panel products segment sales were approximately $287 million, representing approximately 10% of our total net sales.

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Our other products segment includes plastic molding products, as well as our distribution and wholesale business, wood chips and our OSB plants located in Chile and Ireland. Our other products segment previously included our Cocoon™ cellulose insulation business, which we contributed to a 50%-owned joint venture in August 2000. In 2000, other products segment sales were approximately $348 million, representing approximately 12% of our total net sales.

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Our pulp segment includes a pulp mill located in Chetwynd, British Columbia and previously included a pulp mill located in Samoa, California in which we sold a controlling interest in the first quarter of 2001. We are seeking to completely exit the pulp business with the sale of our Chetwynd pulp mill, which is presently managed by an unrelated party. In 2000, pulp segment sales were approximately $152 million, representing approximately 5% of our total net sales.

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Focus on Being a Premier Provider of Building Products.    Since 1996, we have shifted our primary business focus from forest products to building products. In addition, we have focused on growth businesses, such as OSB and EWP. Consistent with our shift in focus, we have expanded our building product offerings and added production capacity in our core businesses. During the period from 1997 through 2000, we divested more than $1 billion of non-strategic assets in order to redeploy our capital in our key product lines.

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Improve Operating Efficiencies.    We have improved and continue to improve the cost structure of our facilities through the sale or closure of underperforming mills and manufacturing facilities, as well as investing in technology. Given these initiatives and the strategic locations of many of our facilities, we believe that we are one of the lowest average delivered-cost producers of OSB in North America. We have also structured our management teams along product lines to enhance our ability to implement best manufacturing practices across product lines. We plan to continue to selectively invest in new technologies that modernize our manufacturing facilities and develop improved manufacturing processes.

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Generate Sales Growth through Customer Focus and Innovation.    Our sales and marketing efforts target customers by channel and focus on providing these customers with quality service and a broad array of traditional and specialty building products. Our facilities are located throughout the U.S. and Canada, which allows us to be closer to our customers and more responsive to end-user needs and trends. Through this focus on quality service, we continue to enhance our reputation for accurate deliveries on a timely basis. In addition, we continually seek to identify new specialty building products and markets where we can utilize our core competencies in the design, manufacturing and marketing of building products.

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Make Selective Strategic Acquisitions.    We intend to selectively target acquisitions that (1) complement our core competencies in structural panels, lumber, EWP and specialty building products and (2) have leading positions in established market segments. We believe that, through selective acquisitions, we can continue to provide our nationwide customer base with superior value.

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Leading Market Positions.    We are an industry leader in building products. We believe we have the number one market position in our principal products, which include OSB structural panels and specialty OSB products, stud lumber, exterior cladding and, through a 50%-owned joint venture, cellulose insulation. We believe we also have leading market positions in decorative paneling and tileboard and plastic moldings. We believe our leading market positions and favorable cost structure give us an advantage over many of our competitors.

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Low Cost Producer.    We believe that we are among the lowest cost producers of building products in the markets in which we compete. We have been able to achieve this advantage due in part to the modern, efficient facilities that we own and operate. We attribute this high level of efficiency, in part, to the significant capital investments we have made. The efficiency of our manufacturing facilities is augmented by our national scope and geographic proximity to our customers, which enable us to rank among the most competitive suppliers of OSB in the industry based on average delivered-cost. In addition, our management team has demonstrated a commitment to streamlining our product offerings and focusing our manufacturing assets on key, high-margin products where we believe we have a competitive advantage. Our dedication to operating only low-cost, efficient facilities has resulted in the complete or partial sale, closure, or curtailment of approximately 50 facilities over the last five years.

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Modern Manufacturing Facilities and Low Required Ongoing Capital Expenditures.    We have made significant capital investments in each of our strategic business segments, which we believe has resulted in our facilities ranking among the most technologically modern and cost-competitive facilities in the industry. We believe these investments have enabled us to be a leading low-cost supplier of building products to our customers and will result in a lower level of capital expenditures for facility upgrades in the future.

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Significant Scale.    We operate 14 OSB facilities in North America, with nine facilities in the U.S. and five facilities in Canada. Our scale enables us to gain significant efficiencies that result from high-volume production runs and to employ and implement best practices and process improvements developed at one mill across all of our mills. We believe our geographic diversity allows us to be more efficient with respect to shipping and distribution of finished products. Our scale also enables us to serve national customers, such as Home Depot and Lowe’s, in a variety of end markets, including retail home centers, wholesale distribution companies, building materials professional dealers, manufactured housing producers and industrial manufacturers. We believe that our ability to provide high quality service on a national scale to each of these customers is a significant competitive advantage.

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Well-Positioned to Benefit from Building Products Industry Dynamics.    We believe that we are well positioned to capture the benefits from increased new home construction and increased spending on the repair and remodeling of existing homes. RISI has estimated that average annual housing starts for the period from 2000 through 2005 will be 1.6 million, surpassing the average annual starts of 1.4 million for the period from 1991 to 2000. Additionally, RISI has predicted that the total dollars spent on R&R will increase to approximately $138 billion by 2004, a substantial increase from approximately $127 billion spent in 2000. We believe that we are well positioned to profit from these growth trends by capitalizing on our current leading market positions and by targeting corollary markets, such as EWP, with innovative, value-added products.

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Significant Cash Flow Generation Potential.    We maintain a low cost position and a disciplined capital expenditures program, which helps us to generate significant free cash flow. During the last five years, our businesses generated, on average, $297 million per year in adjusted EBITDDA. Adjusted EBITDDA represents income (loss) before taxes, minority interests and equity in earnings of unconsolidated affiliate plus net interest expense, depreciation, depletion (also referred to as cost of timber harvested) and amortization, as adjusted to exclude unusual charges and credits and losses related to assets and liabilities transferred under contractual arrangement. As demonstrated by our dividend reduction announced in May 2001, our management team and board of directors are willing to take aggressive action to ensure the company maintains adequate liquidity and financial flexibility during both favorable and challenging markets.

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Experienced Management Team with Strong Strategic Vision.    Led by our CEO, Mr. Mark Suwyn, our senior management team has a proven track record of focused expansion of our building products business; successfully integrating acquisitions; divesting non-core or underperforming assets; generating additional revenues through product innovation and applied technologies; targeting capital investments on projects that enhance yields and improve cost; and maximizing performance during both favorable and challenging markets. Under Mr. Suwyn’s leadership, our management team has been invigorated with a high level of focus on profitability, growth and cash flow generation.

		Three Months Ended June 30,						Six Months Ended June 30,
		2000			2001			2000			2001
		(dollars in millions)
Net sales(a)		$832			$650			$1,661			$1,208
Net interest expense(b)		(9	)		(14	)		(17	)		(29	)
Income (loss) before taxes, minority interest and equity in earnings of      unconsolidated affiliate		38			(14	)		134			(127	)
Net income (loss)		21			(10	)		79			(99	)
Income (loss) excluding unusual credits and charges(c)		44			(9	)		101			(91	)
Adjusted EBITDDA(d)		144			57			309			24
Capital expenditures(e)		56			12			98			34

(a)	Sales figures for the three and six months ended June 30, 2000 have been reclassified to conform with EITF Issue No. 00-10 “Accounting for Shipping and Handling Costs.”

(b)	Net interest expense is interest expense net of interest income, which is principally comprised of interest income on notes receivable from asset sales that provide collateral for our limited recourse notes payable.

(c)

In the first quarter of 2000, we recorded a $5 million (approximately $3 million after taxes) gain on an insurance recovery for siding related matters and an impairment charge of approximately $3 million (approximately $2 million after taxes) to reduce the carrying value of a manufacturing facility to its estimated net realizable value. In the second quarter of 2000, we recorded a net $38 million loss (approximately $23 million after taxes) primarily related to an impairment charge to reduce the carrying value of a pulp mill in Samoa, California to its estimated net realizable value, an impairment charge at an MDF facility, a mark to market charge on an interest rate hedge and a gain on an insurance recovery for siding related matters.

In the first quarter of 2001, we recorded a net loss of approximately $10 million (approximately $6 million after taxes) associated with impairment charges on certain assets. We also recorded a net loss of $2 million (approximately $1 million after taxes) for additional reserves for non-product litigation. In the second quarter of 2001, we recorded a net loss of $2 million (approximately $1 million after taxes) associated with the impairment of an equity investment.

(d)

EBITDDA represents income (loss) before taxes, minority interests and equity in earnings of unconsolidated affiliate plus net interest expense, depreciation, depletion (also referred to as cost of timber harvested) and amortization. Adjusted EBITDDA represents EBITDDA, as adjusted to exclude unusual charges and credits and losses related to assets and liabilities transferred under contractual arrangement. Adjusted EBITDDA provides a measure of our ability to satisfy principal and interest obligations on our debt and to provide cash for other purposes. Adjusted EBITDDA does not represent, and should not be considered a substitute for, income (loss) from operations, net income (loss), cash flow or other measures of performance prepared in accordance with generally accepted accounting principles. Our definitions of EBITDDA and adjusted EBITDDA may not be comparable to those reported by other companies.

(e)	Excludes acquisitions.

		Three Months Ended March 31, 2001		Three Months Ended June 30, 2001		% Change
OSB,  7 /16” basis—  24 /16 span rating (North Central price), MSF(a)		$132		$191		45	%
Southern pine plywood,  1 /2” basis CDX (3-ply), MSF(a)		242		303		25
Framing lumber, composite prices, MBF(a)		284		366		29
Industrial particleboard,  3 /4” basis, MSF(a)		257		260		1

(a)	Prices represent quarterly averages stated in dollars per thousand board feet (MBF) or thousand square feet (MSF). Source: Random Lengths.

Issuer		Louisiana-Pacific Corporation
Notes Offered		$200 million aggregate principal amount of         % Senior Subordinated Notes due 2008.
Maturity Date		, 2008.
Issue Price		% plus accrued interest, if any, from                         , 2001.
Interest Payment Dates		Interest will accrue from the date of issuance and will be payable semiannually on each                      and                     , commencing                         , 2002.
Ranking		The notes are our senior subordinated obligations. Accordingly they will rank:
		Ÿ  behind all of our existing and future senior debt and behind all existing and future debt and other liabilities of our subsidiaries.
		Ÿ  equally with any of our future unsecured senior subordinated debt that does not expressly provide that it is subordinated to the notes; and
		Ÿ  ahead of any of our future debt that expressly provides that it is subordinated to the notes.
		Assuming we had completed this offering and applied the proceeds as intended as of March 31, 2001, the notes would have been subordinated to approximately $726 million of debt of the company and its subsidiaries on a consolidated basis (excluding $314 million of non-recourse debt). As of March 31, 2001, we had no debt ranking equal or junior to the notes.
Mandatory Sinking Fund		None.
Optional Redemption		At any time prior to                          , 2005, we have the option to redeem the notes, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of the notes being redeemed and (2) as determined by the Quotation Agent, the sum of

		the present values of the remaining scheduled payments of the principal of and interest on the notes being redeemed discounted to the date of redemption as desired on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Yield (as defined herein) plus 50 basis points; plus, in either case, accrued interest on the notes being redeemed to the date of redemption. See “Description of the Notes—Optional Redemption.” At any time prior to                         , 2004, we may also redeem up to 35% of the notes at our option at the redemption price listed in “Description of the Notes—Optional Redemption” using the proceeds of specified public equity offerings. On or after                         , 2005, we may redeem some or all of the notes at our option at the redemption prices listed in “Description of the Notes—Optional Redemption.”
Change of Control		If we experience specific kinds of changes in control, we would be required to offer to purchase each holder’s notes, in whole or in part, at a price equal to 101% of the principal amount together with any accrued and unpaid interest to the date of purchase.
Basic Covenants of Indenture		While we do not meet the Rating Condition (as defined in “Description of the Notes—Rating Condition”), covenants contained in the indenture under which the notes will be issued will, among other things, limit our ability and the ability of our restricted subsidiaries to do certain things. We will meet the Rating Condition if the notes are rated investment grade with at least a stable outlook by Moody’s Investor Service, Inc. and Standard & Poor’s Rating Services and if we are not in default under the indenture. We currently do not meet the Rating Condition.
		While we do not meet the Rating Condition, these covenants will limit our ability and the ability of our Restricted Subsidiaries to:
		Ÿ  borrow money;
		Ÿ  pay dividends on capital stock, or redeem or repurchase our capital stock or subordinated debt;
		Ÿ  make investments;

		Ÿ  sell assets;
		Ÿ  sell capital stock of restricted subsidiaries;
		Ÿ  create restrictions on the payment of dividends or other amounts to us from our restricted subsidiaries; and
		Ÿ  enter into transactions with affiliates.
		If and while we meet the Rating Condition, the above limitations will not apply to the notes.
		In addition, so long as any notes are outstanding, whether or not we meet the Rating Condition, covenants contained in the indenture will, among other things, limit our ability and the ability of our restricted subsidiaries to:
		Ÿ  enter into sale and leaseback transactions; and
		Ÿ  create liens; and
		limit our ability to:
		Ÿ  incur debt that is junior to our senior debt but senior to the notes; and
		Ÿ  consolidate, merge or sell all or substantially all of our assets.
		These covenants are subject to a number of important exceptions, limitations and qualifications that are described under “Description of the Notes.”
Absence of Market for the Notes		The notes will be a new issue of securities for which currently there is no market. Although the underwriters intend to make a market in the notes in a manner permitted under applicable
		securities laws, the underwriters are not obligated to do so, and any such market- making may be discontinued at any time without notice. Accordingly, there can be no assurance as to the development or liquidity of any market for the notes.

		Year Ended December 31,									Three Months Ended March 31,
		1998			1999			2000			2000			2001
		(dollars in millions, except ratio data)
Income statement data:
Net sales:
Structural products		$1,307			$1,876			$1,817			$  532			$  344
Exterior products		116			276			329			71			70
Industrial panel products		192			300			287			81			53
Other products		731			477			348			103			59
Pulp		105			143			152			43			33
Total net sales		$2,451			$3,072			$2,933			$  830			$  559
Gross profit (loss)(a)		$  258			$  597			$  335			$  163			$    (40	)
Adjusted operating profit (loss)(b)		74			377			96			104			(81	)
Net interest expense(c)		(13	)		(12	)		(43	)		(8	)		(15	)
Net income (loss)		2			217			(14	)		58			(89	)
Balance sheet data:
Cash and cash equivalents		$  127			$  116			$    38			$  106			$    27
Total assets		2,519			3,488			3,375			3,535			3,259
Total debt		494			1,060			1,223			1,059			1,235
Total debt, excluding non-recourse portion		180			746			909			745			921
Total stockholders’ equity		1,223			1,360			1,295			1,388			1,193
Other financial data:
Adjusted EBITDDA:(d)
Structural products		$  303			$  563			$  340			$  158			$      4
Exterior products		29			67			39			14			1
Industrial panel products		11			27			16			7			(4	)
Other products		7			6			2			4			—
Pulp		(26	)		(4	)		23			7			(11	)
Corporate		(65	)		(80	)		(88	)		(24	)		(22	)
Adjusted total EBITDDA		$  259			$  579			$  332			$  166			$    (32	)
Depreciation, amortization and depletion		$  185			$  202			$  236			$    61			$    49
Capital expenditures		123			118			220			42			22
Ratio of earnings to fixed charges(e)		1.3x			7.3x			—			5.7x			—
Ratio of adjusted total debt excluding non-recourse portion to adjusted total     EBITDDA(f)														6.9x
Ratio of adjusted total EBITDDA to pro forma net interest expense(g)														2.4x

		Year Ended December 31,									Three Months Ended March 31,
		1998			1999			2000			2000			2001
Production volumes:
OSB,  3 /8” basis, million square feet		3,934			4,406			5,122			1,395			1,367
Softwood plywood,  3 /8” basis, million square feet		983			943			1,046			268			207
Lumber, million board feet		1,110			1,029			993			264			229
Wood-based siding,  3 /8” basis, million square feet		383			678			949			169			154
Industrial panel products,  3 /4” basis, million square feet		575			621			598			173			131
Engineered I-Joists, million lineal feet		86			87			70			24			14
Laminated veneer lumber, thousand cubic feet		7,100			6,300			7,000			2,150			1,700
Pulp, thousand short tons		286			374			373			99			51
Industry price trends(h):
OSB,  7 /16” basis— 24 /16 span rating (North Central price), MSF		$205			$260			$206			$261			$132
Southern pine plywood,  1 /2” basis CDX (3-ply), MSF		284			329			229			284			242
Framing lumber, composite prices, MBF		349			401			323			384			284
Industrial particleboard,  3 /4” basis, MSF		259			273			284			291			257
% Logs by source
Fee owned lands		12	%		11	%		10	%		12	%		12	%
Private cutting contracts		14			16			14			19			11
Government contracts		13			17			17			19			25
Purchased logs		61			56			59			50			52
Total volume, million board feet		1,997			2,324			3,352			811			637

(a)	Gross profit (loss) represents income (loss) before selling and administrative expense, unusual credits and charges, income taxes, minority interest, interest and equity in earnings of unconsolidated affiliate.

(b)

Adjusted operating profit (loss) represents income (loss) before taxes, minority interests, interest, and equity in earnings of unconsolidated affiliate, excluding unusual charges, net of unusual credits, of $(48) million, $(8) million, $(71) million, $2 million and $(12) million, respectively, for the years ended December 31, 1998, 1999, and 2000 and the three months ended March 31, 2000 and 2001.

(c)	Net interest expense is interest expense net of interest income, which is principally comprised of interest income on notes receivable from asset sales that provide collateral for our limited recourse notes payable.

(d)

EBITDDA represents income (loss) before taxes, minority interests and equity in earnings of unconsolidated affiliate plus net interest expense, depreciation, depletion (also referred to as cost of timber harvested) and amortization. Adjusted EBITDDA represents EBITDDA, as adjusted to exclude unusual charges and credits and losses related to assets and liabilities transferred under contractual arrangement. Adjusted total EBITDDA includes corporate expenses as well as the adjusted EBITDDA of each segment. Adjusted EBITDDA provides a measure of our ability to satisfy principal and interest obligations on our debt and to provide cash for other purposes. Adjusted EBITDDA does not represent, and should not be considered a substitute for, income (loss) from operations, net income (loss), cash flow or other measures of performance prepared in accordance with generally accepted accounting principles. Our definitions of EBITDDA and adjusted EBITDDA may not be comparable to those reported by other companies.

(e)

Earnings are defined as income (loss) before taxes and minority interests and equity in earnings of unconsolidated affiliate plus fixed charges. Fixed charges consist of interest incurred on debt including capitalized interest, capitalized expenses related to indebtedness and an estimated portion of rental expense that is representative of the interest factor under operating leases deemed to be the equivalent of interest. Earnings were insufficient to cover fixed charges by approximately $15 million for the year ended December 31, 2000 and approximately $113 million for the three months ended March 31, 2001.

(f)

Adjusted total debt excluding non-recourse portion reflects total debt after giving effect to the offering as if it had been completed as of March 31, 2001, and excluding approximately $314 million of non-recourse debt. The excluded non-recourse debt represents 90% of approximately $349 million of debt secured by notes receivable issued to us by Simpson Timber Company. Adjusted total EBITDDA is calculated for the twelve months ended March 31, 2001.

(g)	Adjusted total EBITDDA is calculated for the twelve months ended March 31, 2001. Pro forma interest expense reflects interest expense after giving effect to the offering as if it had been completed at the beginning of the twelve months ended March 31, 2001.

(h)	Prices represent yearly and quarterly averages stated in dollars per thousand board feet (MBF) or thousand square feet (MSF). Source: Random Lengths.

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require us to dedicate a substantial portion of our cash flow from operations and other capital resources to debt service, thereby reducing our ability to fund working capital, capital expenditures and other cash requirements;

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limit our flexibility in planning for, or reacting to, changes and opportunities in, the building products industry, which may place us at a competitive disadvantage compared to our competitors;

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limit our ability to incur additional debt on commercially reasonable terms, if at all;

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increase our vulnerability to adverse economic and industry conditions; and

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make it more difficult or impossible for us to make payments on the notes or any other indebtedness or obligations.

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incur debt;

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incur liens;

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redeem and/or prepay debt;

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make acquisitions;

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make investments, including loans and advances;

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make capital expenditures;

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engage in mergers, consolidations or sales of assets;

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engage in transactions with affiliates; and

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pay dividends or engage in stock redemptions.

Sources				Uses
% senior subordinated notes due 2008		$200		Repay term loan		$170
				Repay portion of revolving credit facility		25
				Transaction costs		5
TOTAL SOURCES		$200		TOTAL USES		$200

		March 31, 2001
		Actual		As Adjusted
		(dollars in millions)
Existing revolving credit facility(a)		$  115		$    90
Other short-term debt		47		47
Total short-term debt		$  162		$  137
Term loan		170		—
8.500% senior notes due 2005		189		189
8.875% senior notes due 2010		199		199
Other long-term debt		118		118
Limited recourse notes payable(b)		397		397
% senior subordinated notes due 2008		—		200
Total long-term debt		$1,073		$1,103
Total debt		$1,235		$1,240
Total debt excluding non-recourse portion(c)		$  921		$  926
Stockholders’ equity		$1,193		$1,193
Total capitalization		$2,428		$2,433
Total capitalization less non-recourse portion of debt(c)		$2,114		$2,119

(a)	As of June 30, 2001, the outstanding balance under our existing revolving credit facility was approximately $67 million.

(b)	At March 31, 2001, the recourse portion of the debt represented by these notes was approximately $83 million.

(c)	Reflects the exclusion of approximately $314 million of non-recourse debt.

		Year Ended December 31,															Three Months Ended March 31,
		1996(a)			1997(a)			1998(a)			1999(a)			2000(a)			2000(a)			2001(a)
		(dollars in millions)
Income statement data:
Net sales		$2,653			$2,564			$2,451			$3,072			$2,933			$  830			$  559
Cost of sales		2,290			2,288			2,008			2,273			2,363			605			549
Depreciation, amortization and depletion		192			184			185			202			236			61			49
Net interest expense(b)		(8	)		(29	)		(13	)		(12	)		(43	)		(8	)		(15	)
Income (loss) before taxes and minority interest and     equity in earnings of unconsolidated affiliate		(327	)		(151	)		13			357			(18	)		97			(113	)
Provision (benefit) for income taxes		(126	)		(44	)		14			140			(12	)		39			(22	)
Net income (loss)		(201	)		(102	)		2			217			(14	)		58			(89	)
Balance sheet data:
Cash and cash equivalents		$    28			$    32			$  127			$  116			$    38			$  106			$    27
Working capital		235			278			246			199			276			258			114
Total assets		2,622			2,578			2,519			3,488			3,375			3,535			3,259
Long-term debt, excluding current portion		459			572			460			1,015			1,184			1,011			1,073
Stockholders’ equity		1,428			1,286			1,223			1,360			1,295			1,388			1,193
Cash flow data:
Net cash provided by (used in) operating activities		$    23			$    88			$  123			$  473			$    83			$    54			$    (15	)
Net cash provided by (used in) investing activities		(213	)		(140	)		246			(783	)		(261	)		(35	)		7
Net cash provided by (used in) financing activities		142			56			(275	)		300			101			(28	)		(3	)
Capital expenditures(c)		231			156			123			118			220			42			22
Dividends paid		60			61			61			59			58			15			15
Ratio of earnings to fixed charges(d)		—			—			1.3x			7.3x			—			5.7x			—

(a)	See the notes to our financial statements included or incorporated by reference in this prospectus supplement for a discussion of unusual charges and credits that affected our results of operations.

(b)	Net interest expense is interest expense net of interest income, which is principally comprised of interest income on notes receivable from asset sales that provide collateral for our limited recourse notes payable.

(c)	Excludes acquisitions.

(d)

Earnings are defined as income (loss) before taxes and minority interests and equity in earnings of unconsolidated affiliate plus fixed charges. Fixed charges consist of interest incurred on debt including capitalized interest, capitalized expense related to indebtedness and an estimated portion of rental expense that is representative of the interest factor under operating leases deemed to be the equivalent of interest. Earnings were insufficient to cover fixed charges by $331 million for the year ended December 31, 1996, $151 million for the year ended December 31, 1997, approximately $15 million for the year ended December 31, 2000, and approximately $113 million for the three months ended March 31, 2001.

		Year Ended December 31,															Three Months Ended March 31,
		1996(a)			1997(a)			1998(a)			1999(a)			2000(a)			2000(a)			2001(a)
		(dollars in millions)
Net sales:
Structural products		$1,398			$1,223			$1,307			$1,876			$1,817			$  532			$  344
Exterior products		108			112			116			276			329			71			70
Industrial panel products		217			199			192			300			287			81			53
Other products		717			861			731			477			348			103			59
Pulp		213			169			105			143			152			43			33
Total net sales		$2,653			$2,564			$2,451			$3,072			$2,933			$  830			$  559
Adjusted operating profit (loss)(b):
Structural products		$  135			$    21			$  198			$  440			$  173			$  114			$    (31	)
Exterior products		17			9			22			53			19			8			(4	)
Industrial panel products		31			13			6			13			2			3			(7	)
Other products		(9	)		(24	)		(20	)		(11	)		(12	)		1			(2	)
Pulp		(91	)		(29	)		(38	)		(15	)		13			4			(13	)
Corporate		(52	)		(80	)		(94	)		(103	)		(99	)		(26	)		(24	)
Adjusted total operating profit (loss)		$    31			$    (90	)		$    74			$  377			$    96			$  104			$    (81	)
Adjusted EBITDDA(c):
Structural products		$  242			$  135			$  303			$  563			$  340			$  158			$      4
Exterior products		23			13			29			67			39			14			1
Industrial panel products		37			19			11			27			16			7			(4	)
Other products		16			2			7			6			2			4			—
Pulp		(81	)		(15	)		(26	)		(4	)		23			7			(11	)
Corporate		(14	)		(60	)		(65	)		(80	)		(88	)		(24	)		(22	)
Adjusted total EBITDDA		$  223			$    94			$  259			$  579			$  332			$  166			$    (32	)
Assets (at period end):
Structural products		$1,079			$1,105			$  927			$1,738			$1,689			$1,761			$1,596
Exterior products		41			45			46			199			203			226			204
Industrial panel products		179			175			124			160			142			163			137
Other products		314			302			255			174			228			223			215
Pulp		166			266			178			176			143			175			50
Corporate		843			685			989			1,041			970			987			1,057
Total assets		$2,622			$2,578			$2,519			$3,488			$3,375			$3,535			$3,259
Capital expenditures:
Structural products		$  115			$  116			$    87			$    94			$  146			$    19			$    14
Exterior products		8			5			1			3			27			7			2
Industrial panel products		9			6			2			6			7			1			1
Other products		13			3			18			8			20			4			3
Pulp		36			4			7			4			2			1			0
Corporate		50			22			8			3			18			10			2
Total capital expenditures(d)		$  231			$  156			$  123			$  118			$  220			$    42			$    22

(a)	See the notes to our financial statements included or incorporated by reference in this prospectus supplement for a discussion of unusual charges and credits that affected our results of operations.

(b)

Adjusted operating profit (loss) represents income (loss) before taxes, minority interests, interest, and equity in earnings of unconsolidated affiliate, excluding unusual charges, net of unusual credits, of $(350) million, $(33) million, $(48) million, $(8) million, $(71) million, $2 million and $(12) million, respectively, for the years ended December 31, 1996, 1997, 1998, 1999, and 2000 and the three months ended March 31, 2000 and 2001.

(c)

EBITDDA represents income (loss) before taxes, minority interests and equity in earnings of unconsolidated affiliate plus net interest expense, depreciation, depletion (also referred to as cost of timber harvested) and amortization. Adjusted EBITDDA represents EBITDDA, as adjusted to exclude unusual charges and credits and losses related to assets and liabilities transferred under contractual arrangement. Adjusted total EBITDDA includes corporate expenses as well as the adjusted EBITDDA of each segment. Adjusted EBITDDA provides a measure of our ability to satisfy principal and interest obligations on our debt and to provide cash for other purposes. Adjusted EBITDDA does not represent, and should not be considered a substitute for, income (loss) from operations, net income (loss), cash flow or other measures of performance prepared in accordance with generally accepted accounting principles. Our definitions of EBITDDA and adjusted EBITDDA may not be comparable to those reported by other companies.

(d)	Excludes acquisitions.

		Three Months Ended March 31,
		2000		2001		% change
		(in millions)
Sales:
Structural products		$532		$344		(35	)%
Exterior products		71		70		(1	)
Industrial panel products		81		53		(35	)
Other products		103		59		(43	)
Pulp		43		33		(24	)
Total Sales		$830		$559		(33	)%

		Three Months Ended March 31,
		2000			2001			% change
		(in millions)
Operating profit (loss):
Structural products		$114			$  (31	)		(127	)%
Exterior products		8			(4	)		(153	)
Industrial panel products		3			(7	)		(365	)
Other products		1			(2	)		(363	)
Pulp		4			(13	)		(391	)
Unusual credits and charges, net		1			(12	)		(863	)
Loss from assets and liabilities transferred under contractual      arrangement		—			(5	)		—
General corporate and other expenses, net		(26	)		(24	)		8
Interest expense, net		(8	)		(15	)		(79	)
Income (loss) before taxes, minority interest and equity in earnings      of unconsolidated affiliate		$  97			$(113	)		(217	)%

		Three Months Ended March 31,
		2000			2001
		(Dollars in millions)
Additions to contingency reserves		$ —			$  (2	)
Long-lived asset impairment charges		(3	)		(10	)
Gain on insurance recovery		5			—
Total unusual credits and (charges), net		$    2			$(12	)

		Year Ended December 31,
		1998			1999			2000			Increase (decrease)
											1998-1999			1999-2000
		(dollar amounts in millions)
Sales:
Structural products		$1,307			$1,876			$1,817			44	%		(3	)%
Exterior products		116			276			329			138	%		19	%
Industrial panel products		192			300			287			56	%		(4	)%
Other products		731			477			348			(35	)%		(27	)%
Pulp		105			143			152			36	%		6	%
Total Sales		$2,451			$3,072			$2,933			25	%		(5	)%
Operating Profit (Loss):
Structural products		$  198			$  440			$  173			122	%		(61	)%
Exterior products		22			53			19			141	%		(64	)%
Industrial panel products		6			13			2			117	%		(86	)%
Other products		(20	)		(11	)		(12	)		45	%		(9	)%
Pulp		(38	)		(15	)		13			61	%		183	%
Total Operating Profit (Loss)		$  168			$  480			$  195			186	%		(60	)%

Pulp

General Corporate Expense, Net

Unusual Credits and Charges, Net

Interest, Net

Equity in Earnings of Unconsolidated Affiliate

Income Taxes

Ÿ

A class action settlement in Florida for owners of homes or other structures with our OSB siding in that state only (the “Florida settlement”).

Ÿ

A class action settlement for owners of homes or other structures with our OSB siding in the remaining states in the U.S. (the “national settlement”), and,

Ÿ

Individual settlements with claimants who opted not to participate in either of the above two settlements.

Ÿ

A request for a claim form is received and the potential claimant is entered into the system.

Ÿ

A claim form and related instructions and information are mailed to the potential claimant.

Ÿ

Upon receipt of a completed claim, it is reviewed for completeness. Incomplete claims packages are referred back to the claimant for additional information.

Ÿ

Each complete claim package is forwarded to a court-approved third party inspection firm that is responsible for inspecting the structure and determining the footage of damaged siding, as defined under the appropriate settlement and, in the case of the Florida settlement, determining whether any contributing factors, such as improper installation or maintenance, exist.

Ÿ

The independent administrator calculates the monetary damages based on the footage of damaged siding, the age of the siding, the average cost of siding replacement in the appropriate geographic region and, in the case of the Florida settlement, determining whether any contributing factors, such as improper installation or maintenance, exist.

Ÿ

The claim processing is completed and the claim is either paid, immediately in the case of the Florida class action settlement and when money is available in the national settlement fund, or placed in the payment queue for the national settlement.

Dollar amounts in millions year ended December 31,		1998			1999			2000
Beginning balance		$165			$324			$227
Accruals made during the year		248			—			—
Payments made		(101	)		(97	)		(137	)
Insurance recovery		12			—			—
Ending balance		$324			$227			$  90

Ÿ

An increase in the average cost per settled claim, under the national settlement only, from approximately $5,400 at the end of 1996 to approximately $6,100 by the end of the third quarter of 1997.

Ÿ

A steady to increasing rate of claims forms requested and returned where we originally estimated those figures to decrease over time. For example, completed claims forms received by the national settlement claims administrator increased from approximately 33,000 at the end of 1996 to approximately 61,000 at the end of the third quarter of 1997.

Ÿ

The costs of administering the settlements or any alternative approach of resolving claims, including the actual claims costs, notice costs, inspection costs, third party administrator costs and attorney’s fees.

Ÿ

The possibility of claimants bringing a second class action lawsuit. We believe plaintiffs would be legally barred from this action provided that all payments under the settlement have been made.

Ÿ

Litigation related to other impacts of using our siding not specifically related to product performance.

Particleboard and MDF

Hardboard

Ÿ

Our structural products segment manufactures and distributes structural panel products, including OSB and plywood; lumber; and EWP, including I-joists and LVL. Our structural products segment also includes our timberlands. We believe that in North America we are the largest and one of the most efficient producers of OSB, the largest producer of stud lumber and one of the largest producers of EWP. In 2000, structural products segment sales were approximately $1,817 million, representing approximately 62% of our total net sales.

Ÿ

Our exterior products segment produces and markets wood and vinyl siding and related accessories, composite decking and specialty OSB products. Our exterior siding and other cladding products are used in the residential and commercial building markets. Our exterior product offerings are classified into five categories: (1) SmartSystem® siding products, (2) hardboard siding products, (3) vinyl siding products, (4) composite decking, and (5) developmental products. Our portfolio of products offers customers a wide variety of siding choices at various performance levels and prices. In 2000, exterior products segment sales were approximately $329 million, representing approximately 11% of our total net sales.

Ÿ

Our industrial panel products segment manufactures and distributes particleboard, MDF, hardboard and decorative panels. Our strategy in industrial panel products is primarily to focus on value-added specialty products that are complementary to our other product offerings. These value-added specialty product lines include flooring, shelving, door skins, door parts, decorative panels, paneling and other specialty applications. In 2000, industrial panel products segment sales were approximately $287 million, representing approximately 10% of our total net sales.

Ÿ

Our other products segment includes plastic molding products, as well as our distribution and wholesale business, wood chips and our OSB plants located in Chile and Ireland. Our other products segment previously included our Cocoon™ cellulose insulation business, which we contributed to a 50%-owned joint venture in August 2000. In 2000, other products segment sales were approximately $348 million, representing approximately 12% of our total net sales.

Ÿ

Our pulp segment includes a pulp mill located in Chetwynd, British Columbia and previously included a pulp mill located in Samoa, California in which we sold a controlling interest in the first quarter of 2001. We are seeking to completely exit the pulp business with the sale of our Chetwynd pulp mill, which is presently managed by an unrelated party. In 2000, pulp segment sales were approximately $152 million, representing approximately 5% of our total net sales.

Ÿ

Focus on Being a Premier Provider of Building Products.    Since 1996, we have shifted our primary business focus from forest products to building products. In addition, we have focused on growth businesses, such as OSB and EWP. Consistent with our shift in focus, we have expanded our building product offerings and added production capacity in our core businesses. During the period from 1997 through 2000, we divested more than $1 billion of non-strategic assets in order to redeploy our capital in our key product lines.

Ÿ

Improve Operating Efficiencies.    We have improved and continue to improve the cost structure of our facilities through the sale or closure of underperforming mills and manufacturing facilities, as well as investing in technology. Given these initiatives and the strategic locations of many of our facilities, we believe that we are one of the lowest average delivered-cost producers of OSB in North America. We have also structured our management teams along product lines to enhance our ability to implement best manufacturing practices across product lines. We plan to continue to selectively invest in new technologies that modernize our manufacturing facilities and develop improved manufacturing processes.

Ÿ

Generate Sales Growth through Customer Focus and Innovation.    Our sales and marketing efforts target customers by channel and focus on providing these customers with quality service and a broad array of traditional and specialty building products. Our facilities are located throughout the U.S. and Canada, which allows us to be closer to our customers and more responsive to end-user needs and trends. Through this focus on quality service, we continue to develop our reputation for accurate deliveries on a timely basis. In addition, we continually seek to identify new specialty building products and markets where we can utilize our core competencies in the design, manufacturing and marketing of building products.

Ÿ

Make Selective Strategic Acquisitions.    We intend to selectively target acquisitions that (1) complement our core competencies in structural panels, lumber, EWP and specialty building products and (2) have leading positions in established market segments. We believe that, through selective acquisitions, we can continue to provide our nationwide customer base with superior value.

Ÿ

Leading Market Positions.    We are an industry leader in building products. We believe we have the number one market position in our principal products, which include OSB structural panels and specialty OSB products, stud lumber, exterior cladding and, through a 50%-owned joint venture, cellulose insulation. We believe we also have leading market positions in decorative paneling and tileboard and plastic moldings. We believe our leading market positions and favorable cost structure give us an advantage over many of our competitors.

Ÿ

Low Cost Producer.    We believe that we are among the lowest cost producers of building products in the markets in which we compete. We have been able to achieve this advantage due in part to the modern, efficient facilities that we own and operate. We attribute this high level of efficiency, in part, to the significant capital investments we have made. The efficiency of our manufacturing facilities is augmented by our national scope and geographic proximity to our customers, which enable us to rank among the most competitive suppliers of OSB in the industry based on average delivered-cost. In addition, our management team has demonstrated a commitment to streamlining our product offerings and focusing our manufacturing assets on key, high-margin products where we believe we have a competitive advantage. Our dedication to operating only low-cost, efficient facilities has resulted in the complete or partial sale, closure, or curtailment of approximately 50 facilities over the last five years.

Ÿ

Modern Manufacturing Facilities and Low Required Ongoing Capital Expenditures.    We have made significant capital investments in each of our strategic business segments, which we believe has resulted in our facilities ranking among the most technologically modern and cost-competitive facilities in the industry. We believe these investments have enabled us to be a leading low-cost supplier of building products to our customers and will result in a lower level of capital expenditures for facility upgrades in the future.

Ÿ

Significant Scale.    We operate 14 OSB facilities in North America, with nine facilities in the U.S. and five facilities in Canada. Our scale enables us to gain significant efficiencies that result from high-volume production runs and to employ and implement best practices and process improvements developed at one mill across all of our mills. We believe our geographic diversity allows us to be more efficient with respect to shipping and distribution of finished products. Our scale also enables us to serve national customers, such as Home Depot and Lowe’s, in a variety of end markets, including retail home centers, wholesale distribution companies, building materials professional dealers, manufactured housing producers and industrial manufacturers. We believe that our ability to provide high quality service on a national scale to each of these customers is a significant competitive advantage.

Ÿ

Well-Positioned to Benefit from Building Products Industry Dynamics.    We believe that we are well positioned to capture the benefits from increased new home construction and increased spending on R&R of existing homes. RISI has estimated that average annual housing starts for the period from 2000 through 2005 will be 1.6 million, surpassing the average annual starts of 1.4 million for the period from 1991 to 2000. Additionally, RISI has predicted that the total dollars spent on R&R will increase to about $138 billion by 2004, a substantial increase from approximately $127 billion spent in 2000. We believe that we are well positioned to profit from these growth trends by capitalizing on our current leading market positions and by targeting corollary markets, such as EWP, with innovative, value-added products.

Ÿ

Significant Cash Flow Generation Potential.    We maintain a low cost position and a disciplined capital expenditures program, which helps us to generate significant free cash flow. During the last five years, our businesses generated, on average, $297 million per year in adjusted EBITDDA. Adjusted EBITDDA represents income (loss) before taxes, minority interests and equity in earnings of unconsolidated affiliate plus net interest expense, depreciation, depletion (also referred to as cost of timber harvested) and amortization, as adjusted to exclude unusual charges and credits and losses related to assets and liabilities transferred under contractual arrangement. As demonstrated by our dividend reduction announced in May 2001, our management team and board of directors are willing to take aggressive action to ensure the company maintains adequate liquidity and financial flexibility during both favorable and challenging markets.

Ÿ

Experienced Management Team with Strong Strategic Vision.    Led by our CEO, Mr. Mark Suwyn, our senior management team has a proven track record of focused expansion of our building products business; successfully integrating acquisitions; divesting non-core or underperforming assets; generating additional revenues through product innovation and applied technologies; targeting capital investments on projects that enhance yields and improve cost; and maximizing performance during both favorable and challenging markets. Under Mr. Suwyn’s leadership, our management team has been invigorated with a high level of focus on profitability, growth and cash flow generation.

Ÿ

Wholesale distribution companies, which supply building materials to retailers on a regional, state or local basis. Wholesale distribution companies play an integral role in the industry’s supply-chain management by linking building products manufacturers with the markets they serve;

Ÿ

Building materials professional dealers, which specialize in sales to professional builders, remodeling firms, and trade contractors that are involved in residential home construction and light commercial building;

Ÿ

Retail home centers, which provide access to consumer markets with a broad selection of home improvement materials and increasingly serve professional builders, remodelers and trade contractors;

Ÿ

Manufactured housing producers, which design, construct and distribute prefabricated residential and light commercial structures, including fully manufactured, modular and panelized structures, for consumer and professional markets; and

Ÿ

Industrial manufacturers, which produce residential, ready-to-assemble, office and institutional furniture; cabinets, displays and fixtures; windows and doors; molding and millwork; laminated flooring; packaging; transportation equipment; and numerous specialty products.

ORIENTED STRAND BOARD PANEL PLANTS—NORTH AMERICA ( 3 /8-inch basis; 3 shifts per day; 7 days per week)		Square Feet in millions
Athens, GA		365
Carthage, TX		450
Chambord, Quebec, Canada		510
Dawson Creek, BC, Canada		375
Hanceville, AL		365
Hayward, WI		500
Houlton, ME		260
Jasper, TX		450
Maniwaki, Quebec, Canada		620
Montrose, CO		145
Roxboro, NC		400
Sagola, MI		375
St Michel, Quebec, Canada		510
Swan Valley, Manitoba, Canada		450
Total North American OSB Non-Specialty Capacity (14 plants)		5,775

SOFTWOOD PLYWOOD MILLS ( 3 /8-inch basis; 2 shifts per day, 5 days per week)		Square Feet in millions
Bon Wier, TX		260
Cleveland, TX		275
Golden, BC, Canada		150
Logansport, LA		225
Urania, LA		200
Total Softwood Plywood Capacity (5 plants)		1,110

LUMBER MILLS (1 to 3 shifts per day; 5 days per week)		Board Feet in millions
Belgrade, MT		90
Chambord, Quebec, Canada		30
Chilco, ID		140
Cleveland, TX		35
Deer Lodge, MT		140
Deer Lodge, MT (finger joint)		135
Evergreen, AL		35
Gwinn, MI		150
Jasper, TX		40
Malakwa, BC, Canada		50
Marianna, FL		35
Moyie Springs, ID		150
Sandpoint, ID (drying and resurfacing)		—
Saratoga, WY		105
St. Michel, Quebec, Canada		90
Tacoma, WA		60
West Bay, FL		35
Total Lumber Capacity (17 mills)		1,320

ENGINEERED WOOD PRODUCTS—I-JOIST PLANTS (1 shift per day; 5 days per week)		Lineal Feet in millions
Hines, OR		32
Red Bluff, CA		42
Wilmington, NC		46
Total I-Joist Capacity (3 plants)		120
ENGINEERED WOOD PRODUCTS—LVL PLANTS (2 shifts per day; 7 days per week) (a)		Cubic Feet in thousands
Hines, OR		2,300
Golden, BC, Canada		3,000
Wilmington, NC		4,600
Total LVL Capacity (3 plants)		9,900

(a)	Includes production from the veneer softwood plant in Rogue River, OR.

TIMBERLAND FEE HOLDINGS		Acres
Idaho: Fir, Pine		35,400
Louisiana: Pine, Hardwoods		189,900
Montana: Whitewoods		11,000
Texas: Pine, Hardwoods		699,200
Other: Whitewoods, Pine, Hardwoods		10,700
Total Timberland Fee Holdings		946,200
CANADIAN TIMBERLANDS LICENSE AGREEMENTS		Acres
British Columbia		7,900,000
Manitoba		6,300,000
Nova Scotia		900,000
Quebec		33,600,000
Total Timberlands Under License Agreements in Canada		48,700,000

ORIENTED STRAND BOARD SIDING & SPECIALTY PLANTS ( 3 /8-inch basis; 3 shifts per day; 7 days per week)		Square Feet in millions
Newberry, MI		125
Silsbee, TX		365
Tomahawk, WI		135
Two Harbors, MN		135
Total OSB Siding Capacity (4 plants)		760

VINYL SIDING PLANTS		Squares in millions
Acton, Ontario Canada		2
Holly Springs, MS		1
Total Vinyl Siding Capacity (2 plants)		3

DECKING—WOOD POLYMERS (lineal feet basis; 1 shift; 7 days per week)		Lineal Feet in millions
Meridian, ID		14
Selma, AL		17
Total Decking Capacity (2 plants)		31

PARTICLEBOARD PLANTS ( 3 /4-inch basis; 3 shifts per day; 7 days per week)		Square Feet in millions
Arcata, CA		125
Missoula, MT		155
Silsbee, TX		80
Total Particleboard Capacity (3 plants)		360

HARDBOARD PLANTS (3 shifts per day; 7 days per week)		Square Feet in millions
Alpena, MI(a)		300
East River, Nova Scotia, Canada (b)		290
Total Hardboard Capacity (2 plants)		590

(a)	Our finishing and tileboard plant in Toledo, Ohio takes production from the Alpena, MI plant to produce decorative panels and finished tileboard.

(b)	The East River, Nova Scotia, plant produces both hardboard panel products and hardboard siding products.

FACILITIES—OTHER PRODUCTS		Location
Chip mill		Cleveland, TX
Landscape bark plant		New Waverly, TX
Plastic moldings plant		Middlebury, IN
Distribution centers		Conroe, TX and Rocklin, CA

Name		Age		Position
Mark A. Suwyn		58		Chairman and Chief Executive Officer
F. Jeff Duncan, Jr.		46		Vice President and Chief Information Officer
Warren C. Easley		60		Vice President, Technology and Quality
Richard W. Frost		49		Vice President, Timberlands and Procurement
M. Ward Hubbell		41		Vice President, Corporate Affairs
Joseph B. Kastelic		38		Vice President, Sales and Specialty Products
J. Keith Matheney		52		Vice President, OSB and Engineered Wood Products
Curtis M. Stevens		49		Vice President, Treasurer and Chief Financial Officer
Michael J. Tull		55		Vice President, Human Resources
Gary C. Wilkerson		54		Vice President and General Counsel
Walter M. Wirfs		53		Vice President, Lumber and Plywood
William C. Brooks		67		Director
E. Gary Cook		56		Director
Archie W. Dunham		62		Director
Paul W. Hansen		49		Director
Brenda J. Lauderback		50		Director
Patrick F. McCartan		66		Director
Lee C. Simpson		66		Director
Colin D. Watson		59		Director

Ÿ

obtain a new $200 million senior secured revolving credit facility, which will replace our existing $300 million domestic revolving credit facility;

Ÿ

obtain a new $125 million three-year trade receivables financing facility;

Ÿ

obtain a new Canadian revolving credit facility of at least Cd. $25 million, which will replace our existing Cd. $25 million Canadian revolving credit facility; and

Ÿ

secure our presently unsecured obligations to purchase, upon the occurrence of specified events of default, $96 million (at March 31, 2001) of unsecured debt of one of our subsidiaries.

Ÿ

the execution and delivery of definitive documents for the new domestic revolving credit facility satisfactory to the lenders under the facility;

Ÿ

the completion of a due diligence review by the administrative agent under the facility satisfactory to such administrative agent;

Ÿ

the absence of any material adverse change since December 31, 2000 in the business, assets, liabilities, operations, condition or prospects of the company or the company and our subsidiaries taken as a whole (except as disclosed in our quarterly report on Form 10-Q for the quarter ended March 31, 2001 and other public disclosures made on or before July 12, 2001);

Ÿ

the absence of pending or threatened legal proceedings that could materially or adversely affect us or our ability to perform our obligations under the new domestic revolving credit facility;

Ÿ

the receipt of appraisal reports and policies of title insurance with respect to the timberlands that will secure our indebtedness under the new domestic revolving credit facility, in each case satisfactory to the administrative agent; and

Ÿ

the completion of the offering of these notes.

Ÿ

nonpayment of principal, interest, fees and other amounts;

Ÿ

violation of covenants (with cure periods as applicable for affirmative covenants);

Ÿ

inaccuracy of representations and warranties;

Ÿ

cross-default to other material agreements and material indebtedness;

Ÿ

bankruptcy and other insolvency events;

Ÿ

material judgments;

Ÿ

actual or asserted invalidity of any loan documentation or security interests;

Ÿ

a change of control; and

Ÿ

ERISA matters.

Ÿ

all net cash proceeds of the sale of any assets of the company or our subsidiaries, including the sale of stock of our subsidiaries, subject to specified exceptions permitting the reinvestment of such proceeds and excluding sales of inventory in the ordinary course of business and the sale of approximately $125 million of accounts receivable pursuant to the receivables financing facility described below (net of selling expenses and taxes paid or payable);

Ÿ

all net cash proceeds from the issuance of any debt, except certain permitted debt, by the company or our subsidiaries; and

Ÿ

one-half of the net cash proceeds from the issuances of equity by the company or our subsidiaries, excluding issuances pursuant to employee stock option plans and intercompany equity issuances.

Issue		Original Amt		Balance at March 31, 2001		Maturity
Michigan Strategic Fund Rev Bonds		$  8 million		$  8 million		September 1, 2009
Iron Range Resources Rev Bonds		8 million		8 million		July 1, 2004
LA Ag Fin Auth Rev Bonds Series 1999A		6 million		6 million		May 1, 2004
LA Ag Fin Auth Rev Bonds Series 1999B		3 million		3 million		May 1, 2004
MS Bus Fin Rev Bonds Series 1997A		1 million		1 million		April 1, 2022
MS Bus Fin Rev Bonds Series 1997A		17 million		14 million		April 2, 2022

Ÿ

general unsecured obligations of LP;

Ÿ

subordinated in right of payment to all existing and future Senior Debt of LP; and

Ÿ

equal in right of payment with any future senior unsecured subordinated Indebtedness of LP that does not expressly provide that it is subordinated to the notes.

(1)

in a liquidation or dissolution of LP;

(2)

in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to LP or any of its property;

(3)

in an assignment by LP for the benefit of its creditors; or

(4)

in any marshaling of LP’s assets and liabilities.

(1)

a payment default with respect to any Designated Senior Debt occurs and is continuing beyond any applicable grace period; or

(2)

any other default occurs and is continuing with respect to any Designated Senior Debt and the maturity of such Designated Senior Debt is accelerated;

(1)

360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice; and

(2)

all scheduled payments of principal, interest and premium, if any, on the notes that have come due have been paid in full in cash.

(1)

at least 65% of the aggregate principal amount of notes issued under the indenture, as supplemented by the third supplemental indenture, remains outstanding immediately after the occurrence of such redemption (excluding notes held by LP and its Subsidiaries); and

(2)

the redemption occurs within 45 days of the date of the closing of such Public Equity Offering.

Year		Percentage
2005			%
2006			%
2007 and thereafter		100.00	%

(1)

accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;

(2)

deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes so accepted; and

(3)

deliver or cause to be delivered to the trustee the notes so accepted, together with an officer’s certificate stating the aggregate principal amount of notes or portions of notes being purchased by LP.

(1)

LP (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of;

(2)

in the case of any Asset Sale involving assets or Equity Interests having a fair market value of $25 million or more, the fair market value is determined by LP’s Board of Directors in good faith (which determination will be conclusive and binding) and evidenced by a resolution of the Board of Directors set forth in an officers’ certificate delivered to the trustee; and

(3)

at least 75% of the consideration received in the Asset Sale by LP or such Restricted Subsidiary is in the form of (x) cash or Cash Equivalents or (y) Replacement Assets, or a combination of both; provided that non-cash consideration in excess of the 25% limit may be received by LP and its Restricted Subsidiaries in an Asset Sale in an aggregate amount, when taken together with all other non-cash consideration in excess of the 25% limit received by LP and its Restricted Subsidiaries in Asset Sales since the date of the third supplemental indenture, not to exceed $150 million (with non-cash consideration being valued at its fair market value, as determined by LP’s Board of Directors in good faith (which determination will be conclusive and binding), on the date of its receipt by LP and its Restricted Subsidiaries). For purposes of this provision, each of the following will be deemed to be cash:

(a)

any liabilities, as shown on LP’s or such Restricted Subsidiary’s most recent balance sheet, of LP or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes) that are assumed by the transferee of any such assets; and

(b)

any securities, notes or other obligations received by LP or any such Restricted Subsidiary from such transferee that are converted into cash within 30 days following the consummation of such Asset Sale to the extent of the cash received by LP or such Restricted Subsidiary in that conversion.

(1)

to repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto;

(2)

to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business (including by means of a merger or consolidation permitted under the indenture, as supplemented by the third supplemental indenture);

(3)

to make capital expenditures; or

(4)

to acquire long-term assets that are used or useful in a Permitted Business.

(1)

if the notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the notes are listed; or

(2)

if the notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the trustee deems fair and appropriate.

(1)

declare or pay any dividend or make any other payment or distribution on account of LP’s or any of its Restricted Subsidiaries’ Equity Interests (including without limitation any payment in connection with any merger or consolidation involving LP or any of its Restricted Subsidiaries) or to the direct or indirect holders of LP’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of LP and dividends, payments or distributions to LP or a Restricted Subsidiary of LP);

(2)

purchase, redeem or otherwise acquire or retire for value (including without limitation in connection with any merger or consolidation involving LP) any Equity Interests of LP;

(3)

make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the notes, except a payment of interest or principal at the Stated Maturity thereof; or

(4)

make any Restricted Investment (all such payments and other actions set forth in these clauses (1) through (4) being collectively referred to as “Restricted Payments”),

(1)

no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment; and

(2)

LP would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in the first paragraph under “—Incurrence of Indebtedness and Issuance of Preferred Stock;” and

(3)

such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by LP and its Restricted Subsidiaries after the date of the third supplemental indenture (excluding Restricted Payments permitted by clauses (2), (3) and (4) of the next succeeding paragraph and including Restricted Payments permitted by clauses (1), (5), (6), (7), (8), (9) and (10) of the next succeeding paragraph), is less than the sum, without duplication, of:

(a)

50% of the Consolidated Net Income of LP for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the date of the third supplemental indenture to the end of LP’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus

(b)

100% of the aggregate net cash proceeds received by LP since the date of the third supplemental indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of LP (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of LP that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of LP), plus

(c)

to the extent that any Restricted Investment that was made after the date of the third supplemental indenture is sold for cash or otherwise liquidated or repaid for cash, the lesser of (x) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (y) the initial amount of such Restricted Investment; plus

(d)

an amount equal to the sum of (x) the net reduction in Investments in Unrestricted Subsidiaries previously made (and treated as a Restricted Payment) resulting from dividends, repayments of loans or advances or other transfers of assets, in each case to LP or any of its Restricted Subsidiaries (but only to the extent that a corresponding amount would be permitted at the date of determination to be dividended to LP by such Restricted Subsidiary without prior governmental approval (that has not been obtained), and would not be prohibited, directly or indirectly, by the operation of the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its stockholders) from any of its Unrestricted Subsidiaries to the extent such amounts were not otherwise included in Consolidated Net Income of LP for such period, and (y) the portion (proportionate to LP’s equity interest in such Subsidiary) of the fair market value of the net assets of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary; provided, however, that the foregoing sum shall not exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made (and treated as a Restricted Payment) by LP or any of its Restricted Subsidiaries in such Unrestricted Subsidiary.

(1)

the payment of any dividend within 60 days after the date of declaration of the dividend, if at the date of declaration the dividend payment would have complied with the provisions of the indenture, as supplemented by the third supplemental indenture;

(2)

the purchase, redemption, acquisition, defeasance or retirement of any subordinated Indebtedness of LP or of any Equity Interests of LP, in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of LP) of, Equity Interests of LP (other than Disqualified Stock); provided that the amount of any such net cash proceeds that is utilized for any such purchase, redemption, acquisition, defeasance or retirement will be excluded from clause (3) (b) of the preceding paragraph;

(3)

the purchase, redemption, acquisition, defeasance or retirement of subordinated Indebtedness of LP with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;

(4)

the payment of any dividend by a Restricted Subsidiary of LP to the holders of its Equity Interests on a pro rata basis;

(5)

the purchase, redemption or other acquisition or retirement of any Equity Interests of LP or any Restricted Subsidiary of LP pursuant to any stock option, stock purchase or other equity-based compensation plan or arrangement established or entered into for the benefit of any director, employee or consultant of LP or any of its Subsidiaries; provided that the aggregate price paid for all such purchased, redeemed, acquired or retired Equity Interests may not exceed $3 million in any calendar year;

(6)

the declaration and payment of regular quarterly cash dividends in respect of LP’s common stock; provided that the aggregate amount of all such cash dividends may not exceed $25 million in any twelve-month period; provided, further that the aggregate amount of such cash dividends will be included as Restricted Payments for purposes of determining the amount of Restricted Payments that may be made pursuant to the second clause (3) of the preceding paragraph;

(7)

the repurchase of any subordinated Indebtedness of LP at a purchase price not greater than 101% of the principal amount of such subordinated Indebtedness in the event of a Change of Control pursuant to provisions similar to the provisions described under “—Repurchase at the Option of Holders—Change of Control”; provided that, prior to consummating any such repurchase, LP has made the Change of Control Offer required by the indenture, as supplemented by the third supplemental indenture, and has repurchased all notes validly tendered for payment in connection with such Change of Control Offer;

(8)

the repurchase of any subordinated Indebtedness of LP at a purchase price not greater than 100% of the principal amount of such Indebtedness pursuant to provisions similar to the provisions described under “—Repurchase at the Option of Holders—Asset Sales;” provided that, prior to consummating any such repurchase, LP has made the Asset Sale Offer required by the indenture, as supplemented by the third supplemental indenture, and has repurchased all notes validly tendered for payment in connection with such Asset Sale Offer;

(9)

any redemption of share purchase rights issued pursuant to LP’s share purchase rights plan existing on the date of the third supplemental indenture (as the same may be amended from time to time) or any similar successor or replacement share purchase rights plan, for a redemption price not to exceed $0.01 per share purchase right; and

(10)

other Restricted Payments in an aggregate amount not to exceed $25 million in the aggregate since the date of the third supplemental indenture.

(1)

the incurrence by LP and its Restricted Subsidiaries of the Existing Indebtedness;

(2)

the incurrence by LP and its Restricted Subsidiaries of Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (2) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of LP and its Restricted Subsidiaries thereunder) not to exceed $250 million;

(3)

the incurrence by LP of Indebtedness represented by the notes;

(4)

the incurrence by LP or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of LP or such Restricted Subsidiary, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness (including successive refundings, refinancings or replacements) incurred pursuant to this clause (4), not to exceed $50 million at any time outstanding;

(5)

the incurrence by LP or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (including successive refundings, refinancings or replacements) (other than intercompany Indebtedness) that was permitted to be incurred under the provisions described under the proviso of the preceding paragraph or clauses (1), (3), (4), (5), (9), (10), (11) or (13) of this paragraph;

(6)

the incurrence by LP or any of its Restricted Subsidiaries of intercompany Indebtedness between or among LP and one or more of its Restricted Subsidiaries (including any Person that becomes a Restricted Subsidiary in connection with such transaction) or between or among two or more Restricted Subsidiaries (including any Person that becomes a Restricted Subsidiary in connection with such transaction); provided, however, that:

(a)

if LP is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the notes in a manner comparable to the manner in which the notes are subordinated in right of payment to Senior Debt; and

(b)

(x) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than LP or a Restricted Subsidiary of LP and (y) any sale or other transfer of any such Indebtedness to a Person that is not either LP or a Restricted Subsidiary of LP will be deemed, in each case, to constitute an incurrence of such Indebtedness by LP or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

(7)

the incurrence by LP or any of its Restricted Subsidiaries of:

(a)

Hedging Obligations that are incurred for the purpose of fixing or hedging interest rate risk with respect to any floating rate Indebtedness that is permitted by the terms of the indenture, as supplemented by the third supplemental indenture, to be outstanding;

(b)

Currency Hedging Obligations relating to Indebtedness of LP or any Restricted Subsidiary and/or to obligations to purchase or sell assets or properties; provided that such Currency Hedging Obligations do not increase the Indebtedness or other obligations of LP or any Restricted Subsidiary otherwise than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;

(c)

Commodity Price Protection Obligations for the purpose of protecting LP and its Restricted Subsidiaries against fluctuations in the price of raw materials used in the ordinary course of its business; provided that such Commodity Price Protection Obligations do not increase the amount of Indebtedness or other obligations of LP or any Restricted Subsidiary otherwise than as a result of fluctuations in commodity prices or by reason of fees, indemnities and compensation payable thereunder;

(8)

the guarantee by LP or a Restricted Subsidiary of LP of Indebtedness of LP or a Restricted Subsidiary of LP (other than a Receivables Entity) that was permitted to be incurred by another provision of this covenant;

(9)

the principal component of amounts outstanding under Qualified Receivables Transactions in an aggregate amount up to the greater of (a) $125 million and (b) 85% of the aggregate amount of the total Qualified Receivables of LP and its Restricted Subsidiaries existing at the time such Indebtedness is incurred, together with interest or any similar amounts payable with respect thereto;

(10)

the incurrence by LP or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred (including successive refundings, refinancings or replacements) pursuant to this clause (10), not to exceed $50 million;

(11)

Indebtedness of a Restricted Subsidiary of LP incurred and outstanding on or prior to the date on which such Restricted Subsidiary was acquired by LP or another Restricted Subsidiary; provided, however, that on the date of such acquisition, after giving pro forma effect thereto and any related transactions as if the same had occurred at the beginning of the applicable four-quarter period, LP would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of this covenant;

(12)

Indebtedness of LP or any of its Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five business days of incurrence; and

(13)

Indebtedness under the Chilean credit facility described under “Description of Other Indebtedness—Other Indebtedness” not to exceed the undrawn amounts under such credit facility on the date of the third supplemental indenture.

(1)

in the event that an item of proposed Indebtedness or any portion thereof meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (13) above, or is permitted to be incurred pursuant to the proviso in the first paragraph under “—Incurrence of Indebtedness and Issuance of Preferred Stock,” LP will be permitted to classify such item of Indebtedness or portion thereof as being (a) within any one or more such categories in respect of which it meets the criteria, (b) permitted to be incurred pursuant to such proviso (to the extent applicable), and/or (c) any combination of the foregoing;

(2)

Indebtedness under the Credit Agreement outstanding on the date on which notes are first issued and authenticated under the indenture, as supplemented by the third supplemental indenture, will be deemed to have been incurred on such date in reliance on the exception provided by clause (2) of the definition of Permitted Debt;

(3)

the accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock; provided, in each such case, that the amount thereof is included in Fixed Charges of LP as accrued; and

(4)

for purposes of determining compliance with any dollar-denominated restriction on the incurrence of Indebtedness denominated in a foreign currency, the dollar-equivalent principal amount of such Indebtedness incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the date that such Indebtedness was incurred.

(1)

pay dividends or make any other distributions on its Capital Stock to LP or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to LP or any of its Restricted Subsidiaries;

(2)

make loans or advances to LP or any of its Restricted Subsidiaries; or

(3)

transfer any of its properties or assets to LP or any of its Restricted Subsidiaries.

(1)

agreements governing Existing Indebtedness and the Credit Facilities as in effect on the date of the third supplemental indenture or any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the Existing Indebtedness or the Credit Facilities (including successive amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings); provided that the agreements governing such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the agreements on the date of the third supplemental indenture; and provided further that the agreements initially governing the new domestic revolving credit facility and the new Canadian revolving credit facility described in “Description of Other Indebtedness” will not be subject to the requirements of the preceding proviso, and the agreements governing any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings (including successive amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings) will be deemed to satisfy the requirements of the preceding proviso if they are not materially more restrictive, taken as a whole, with respect to dividend and other payment restrictions than those contained in the agreements initially governing the new domestic revolving credit facility and the new Canadian revolving credit facility;

(2)

the indenture, as supplemented by the third supplemental indenture, and the notes;

(3)

applicable law;

(4)

any instrument governing Indebtedness or Capital Stock of a Person acquired by LP or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the indenture, as supplemented by the third supplemental indenture, to be incurred;

(5)

customary non-assignment provisions in leases, contracts or agreements entered into in the ordinary course of business;

(6)

purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (3) of the preceding paragraph;

(7)

any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;

(8)

Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(9)

Liens securing Indebtedness otherwise permitted to be incurred under the provisions described under “—Certain Covenants Whether or Not We Meet the Rating Condition—Limitation on Liens” that limit the right of the debtor to dispose of the assets subject to such Liens;

(10)

provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements relating to transactions and arrangements permitted under the indenture, as supplemented by the third supplemental indenture;

(11)

any Purchase Money Note or other Indebtedness or contractual arrangement entered into or incurred by and relating exclusively to a Receivables Entity in connection with a Qualified Receivables Transaction that, in the good faith determination of LP’s Board of Directors, is reasonably necessary to effect such Qualified Receivables Transaction;

(12)

restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and

(13)

provisions in charters, bylaws or similar governing documents of any special purpose finance subsidiary or joint venture entity as in effect on the date of the third supplemental indenture or that are reasonably customary for comparable entities engaged in comparable activities otherwise permitted under the indenture, as supplemented by the third supplemental indenture.

(1)

such sale or other disposition is of all the Equity Interests in such Restricted Subsidiary owned by LP and its other Restricted Subsidiaries; and

(2)

the Net Proceeds from such sale or other disposition are applied in accordance with the provisions described under “—Repurchase at the Option of the Holders—Asset Sales.”

(1)

the Affiliate Transaction is on terms that are no less favorable to LP or the relevant Restricted Subsidiary than those that might have been obtained in a comparable transaction by LP or such Restricted Subsidiary with an unrelated Person; and

(2)

LP delivers to the trustee:

(a)

with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10 million, a resolution of the Board of Directors of LP set forth in an officers’ certificate evidencing the good faith determination of the majority of the disinterested members of the Board of Directors (which will be conclusive and binding) that such Affiliate Transaction complies with the provisions described in this paragraph; and

(b)

with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25 million, an opinion as to the fairness to LP or the relevant Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing in the U.S.

(1)

any employment, compensation, benefit or indemnification arrangement entered into by LP or any of its Restricted Subsidiaries in the ordinary course of business with directors, employees or consultants;

(2)

loans or advances to directors, employees and consultants in the ordinary course of business or guarantees in respect thereof or otherwise made on their behalf (including any payments on such guarantees);

(3)

any transaction between or among LP and one or more of its Restricted Subsidiaries (including any Person that becomes a Restricted Subsidiary in connection with such transaction) or between one or more Restricted Subsidiaries (including any Person that becomes a Restricted Subsidiary in connection with such transaction);

(4)

any transaction with a Person that is an Affiliate of LP solely because LP owns an Equity Interest in and/or controls such Person;

(5)

sales of Equity Interests (other than Disqualified Stock) to Affiliates of LP;

(6)

sales or other dispositions of accounts receivable and related assets and interests therein of the type specified in the definition of “Qualified Receivables Transaction” to a Receivables Entity in a Qualified Receivables Transaction, Permitted Investments and other transactions in connection with a Qualified Receivables Transaction and any other Standard Securitization Undertakings in connection with a Qualified Receivables Transaction; and

(7)

Restricted Payments that are permitted by the provisions of the indenture, as supplemented by the third supplemental indenture, described under “—Restricted Payments.”

(1)

LP or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction pursuant to the provisions described under “—Certain Covenants While We Do Not Meet the Rating Condition—Incurrence of Indebtedness and Issuance of Preferred Stock” and (b) incurred a Lien to secure Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction pursuant to the provisions described under “—Limitation on Liens”;

(2)

the gross cash proceeds of that sale and leaseback transaction are at least equal to the fair market value, as determined by LP’s Board of Directors (which determination will be conclusive and binding) and evidenced by a resolution set forth in an officers’ certificate delivered to the trustee, of the property that is the subject of that sale and leaseback transaction; and

(3)

(a) in the case of a sale and leaseback transaction consummated while we do not meet the Rating Condition, the transfer of assets in that sale and leaseback transaction is permitted by, and LP applies the proceeds of such transaction in compliance with, the provision described under “—Repurchase at the Option of the Holders—Asset Sales,” and (b) in the case of a sale and leaseback transaction consummated while we meet the Rating Condition, LP, within 270 days after the effective date of the sale and leaseback transaction, applies an amount equal to the proceeds of such transaction:

Ÿ

to repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto;

Ÿ

to purchase, redeem, acquire, defease or retire (in whole or, to the extent applicable, in part) the notes;

Ÿ

to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business (including by means of a merger or consolidation permitted under the indenture, as supplemented by the third supplemental indenture);

Ÿ

to make capital expenditures; or

Ÿ

to acquire long-term assets that are used or useful in a Permitted Business (other than those involved in the sale and leaseback transaction).

(1)

all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if LP were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by LP’s certified independent accountants; and

(2)

all current reports that would be required to be filed with the Commission on Form 8-K if LP were required to file such reports, excluding exhibits.

(1)

either:

(a)

LP is the continuing or surviving Person in the consolidation or merger; or

(b)

the Person (if other than LP) formed by the consolidation or into which LP is merged or to which all or substantially all of such assets are transferred is a corporation organized and validly existing under the laws of the United States, any state thereof, or the District of Columbia, and expressly assumes, by a supplemental indenture, all the obligations of LP under the notes, the indenture and the third supplemental indenture;

(2)

immediately after the transaction and the incurrence or anticipated incurrence of any indebtedness to be incurred in connection therewith, no Default or Event of Default exists;

(3)

LP or the Person ( if other than LP) formed by the consolidation or into which LP is merged or to which all or substantially all of such assets are transferred:

(a)

will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of LP immediately preceding the transaction; and

(b)

will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in the first paragraph under “—Certain Covenants While We Do Not Meet the Rating Condition—Incurrence of Indebtedness and Issuance of Preferred Stock;”

provided that this clause (3) will not apply to the notes if and while we meet the Rating Condition; and

(4)

an officer’s certificate is delivered to the trustee to the effect that all of the conditions set forth above have been satisfied and an opinion of counsel has been delivered to the trustee to the effect that the condition set forth in clause (1) above has been satisfied.

(1)

failure to redeem, or to pay the repurchase price for, any note when required, whether or not prohibited by the subordination provisions of the indenture, as supplemented by the third supplemental indenture;

(2)

failure to pay principal of or premium, if any, on any note when due, whether or not prohibited by the subordination provisions of the indenture, as supplemented by the third supplemental indenture;

(3)

failure to pay interest on any note when due, which failure continues for 30 calendar days, whether or not prohibited by the subordination provisions of the indenture, as supplemented by the third supplemental indenture;

(4)

failure by LP or any of its Restricted Subsidiaries to comply with the provisions described under the captions “—Repurchase at the Option of the Holders—Change of Control,” “—Repurchase at the Option of the Holders—Asset Sales,” “—Certain Covenants While We Do Not Meet the Rating Condition—Restricted Payments,” “—Certain Covenants While We Do Not Meet the Rating Condition—Incurrence of Indebtedness and Issuance of Preferred Stock,” and “—Merger, Consolidation or Sale of Assets;”

(5)

failure to perform any other covenant of LP or its Restricted Subsidiaries in the indenture or the third supplemental indenture (other than a covenant included therein solely for the benefit of a series of debt securities other than the notes), which failure continues for

60 calendar days after written notice as provided in the indenture or the third supplemental indenture;

(6)

any nonpayment at maturity or other default (beyond any applicable grace period) under any agreement or instrument relating to any other Indebtedness of LP or any Restricted Subsidiary (the unpaid principal amount of which, together with the unpaid principal amount of any such other Indebtedness under which there has been a payment default or other default (beyond any applicable grace period), aggregates not less than $50 million), which default results in the acceleration of the maturity of such Indebtedness prior to its stated maturity or occurs at the final maturity thereof;

(7)

the entry of any final judgments or orders against LP or any of its Restricted Subsidiaries in excess of $50 million individually or in the aggregate (not covered by insurance) that are not paid, discharged or otherwise complied with, to the extent then required, or stayed (by appeal or otherwise) within 60 calendar days after the entry of such judgments or orders; and

(8)

certain events of bankruptcy, insolvency or reorganization of LP or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries of LP that, if considered in the aggregate, would be a Significant Subsidiary.

(1)

the holder has previously given to the trustee written notice of a continuing Event of Default;

(2)

the holders of at least 25% in aggregate principal amount of the outstanding notes have requested the trustee to institute proceedings in respect of such Event of Default;

(3)

such holder or holders have offered reasonable indemnity to the trustee with respect to such proceedings;

(4)

the trustee has not received from the holders of a majority in aggregate principal amount of the outstanding notes a direction inconsistent with such request; and

(5)

the trustee has failed to institute such proceeding within 60 calendar days.

(1)

the rights of holders of outstanding notes to receive payments in respect of the principal of, or interest or premium, if any, on such notes when such payments are due from the trust referred to below;

(2)

LP’s obligations with respect to issuing temporary notes, registering the transfer or exchange of notes, replacing mutilated, destroyed, lost or stolen notes, maintaining an office or agency and holding funds for holders of the notes in trust;

(3)

the rights, powers, trusts, duties and immunities of the trustee, and LP’s obligations in connection therewith; and

(4)

the Legal Defeasance provisions of the indenture, as supplemented by the third supplemental indenture.

(1)

LP must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium, if any, on the outstanding notes on the stated maturity or on the applicable redemption date, as the case may be, and LP must specify whether the notes are being defeased to maturity or to a particular redemption date;

(2)

in the case of Legal Defeasance, LP must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee stating that (a) LP has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, among other things the holders of the outstanding notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3)

in the case of Covenant Defeasance, LP has delivered to the trustee an opinion of counsel reasonably acceptable to the trustee stating that the holders of the outstanding notes will not recognize gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4)

no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit), and no Default or Event of Default described under clause (8) under “—Events of Default” with respect to LP shall have occurred and be continuing at any time on or prior to the 124th calendar day following such date of deposit;

(5)

such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the indenture) to which LP or any of its Subsidiaries is a party or by which LP or any of its Subsidiaries is bound;

(6)

LP must deliver to the trustee an officers’ certificate stating that the deposit was not made by LP with the intent of preferring the holders of notes over the other creditors of LP with the intent of defeating, hindering, delaying or defrauding creditors of LP or others; and

(7)

LP must deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

(1)

reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;

(2)

reduce the principal of or change the fixed maturity of any note or alter the provisions with respect to the redemption of the notes (other than provisions relating to the covenants described above under the caption “—Repurchase at the Option of the Holders”);

(3)

reduce the rate of or change the time for payment of interest on any note;

(4)

waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the notes and a waiver of the payment default that resulted from such acceleration) or a Default or Event of Default in respect of a provision of the indenture, as supplemented by the third supplemental indenture, that cannot be modified or amended without the consent of the holder of each note;

(5)

make any note payable in money other than that stated in the notes;

(6)

make any change in the provisions of the indenture, as supplemented by the third supplemental indenture, relating to waivers of past Defaults or the rights of holders of notes to receive payments of principal of, or interest or premium, if any, on the notes;

(7)

waive a redemption payment with respect to any note (other than a payment required by one of the covenants described above under the caption “—Repurchase at the Option of the Holders”); or

(8)

make any change in the preceding amendment and waiver provisions.

(1)

to cure any ambiguity, defect or inconsistency;

(2)

to provide for uncertificated notes in addition to or in place of certificated notes;

(3)

to provide for the assumption of LP’s obligations to holders of notes in the case of a merger or consolidation or sale of all or substantially all of LP’s assets;

(4)

to make any change that would provide any additional rights or benefits to the holders of notes or that does not adversely affect the legal rights under the indenture of any such holder; or

(5)

to comply with requirements of the Commission in order to effect or maintain the qualification of the indenture under the Trust indenture Act.

(1)

Indebtedness of any other Person existing at the time such other Person is merged with or into or becomes a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and

(2)

Indebtedness secured by a Lien encumbering any asset acquired by such specified Person (provided that if such Indebtedness is not Indebtedness of such Person, it will constitute Acquired Debt only to the extent of the lesser of the amount of such Indebtedness and the aggregate value, as determined by the Board of Directors of LP in good faith (which determination will be conclusive and binding), of the assets so acquired and subject to such Lien).

(1)

the sale, lease or other disposition of any assets, other than sales and other dispositions of inventory in the ordinary course of business and sales, leases or other dispositions consummated while we meet the Rating Condition; provided that the sale, lease or other disposition of all or substantially all of the assets of LP and its Subsidiaries taken as a whole will be governed by the provisions of the indenture described above under the caption “—Repurchase at the Option of the Holders—Change of Control” and/or the provisions described above under the caption “—Merger, Consolidation or Sale of Assets” and not by the provisions of the Asset Sale covenant; and

(2)

the issuance of Equity Interests by any of LP’s Restricted Subsidiaries or the sale of Equity Interests in any of its Subsidiaries.

(1)

any single transaction or series of related transactions that involves assets having a fair market value of less than $10 million;

(2)

any transaction between or among LP and one or more of its Restricted Subsidiaries (including any Person that becomes a Restricted Subsidiary in connection with such Transaction) or between or among two or more Restricted Subsidiaries (including any Person that becomes a Restricted Subsidiary in connection with such Transaction);

(3)

an issuance of Equity Interests by a Restricted Subsidiary to LP or to another Restricted Subsidiary;

(4)

any sale, lease or other disposition of equipment, accounts receivable or other assets in the ordinary course of business;

(5)

any sale, lease or other disposition of obsolete equipment or other assets that are no longer being used by LP or any of its Restricted Subsidiaries that are sold, leased or disposed of in each case in the ordinary course of business;

(6)

any sale or other disposition of cash or Cash Equivalents;

(7)

any sale or other disposition of accounts receivable and related assets or interests therein of the type specified in the definition of “Qualified Receivables Transaction” to or by a Receivables Entity;

(8)

any Restricted Payment or Permitted Investment that is permitted by the covenant described above under the caption “—Certain Covenants While We Do Not Meet the Rating Condition— Restricted Payments;” and

(9)

any sale or disposition that may be deemed to occur in connection with the creation of or exercise of remedies in respect of, a Permitted Lien.

(1)

with respect to a corporation, the board of directors of the corporation;

(2)

with respect to a partnership, the Board of Directors of the general partner of the partnership; and

(3)

with respect to any other Person, the board or committee of such Person serving a similar function.

(1)

in the case of a corporation, corporate stock;

(2)

in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3)

in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4)

any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

(1)

United States dollars;

(2)

securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than six months from the date of acquisition;

(3)

certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any lender party to the Credit Agreement or with any domestic commercial bank having capital and surplus in excess of $500 million and a Thomson Bank Watch Rating of “B” or better;

(4)

repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5)

commercial paper having the highest rating obtainable from Moody’s Investors Service, Inc. or Standard & Poor’s Rating Services and in each case maturing within six months after the date of acquisition; and

(6)

money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.

(1)

any “person” or “group” (as such terms are used in Section 13(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of the total Voting Stock of LP;

(2)

LP consolidates with, or merges with or into, another Person or another Person consolidates with, or merges with or into, LP, in either case pursuant to a transaction in which the outstanding Voting Stock of LP is converted into or exchanged for cash, securities, or other property, other than any such transaction where (1) immediately after such transaction no “person” or “group” (as such terms are used in Section 13(d) of the Exchange Act) is the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), of more than 50% of the total Voting Stock (or comparable equity securities) of the Person created by or surviving such transaction and (2) the holders of a majority of the total Voting Stock of LP immediately prior to such transaction hold, immediately following such transaction, a majority of the total Voting Stock (or comparable equity securities) of the Person created by or surviving such transaction;

(3)

the sale, assignment, conveyance, transfer, lease or other disposition, in one or more related transactions, of all or substantially all of the assets of LP and its Restricted Subsidiaries as a whole to any “person” or “group” (as such terms are used in Section 13(d) of the Exchange Act);

(4)

during any consecutive two-year period, individuals who at the beginning of the period constituted the Board of Directors of LP (together with any new directors whose election by the Board of Directors of LP or whose nomination for election by the stockholders of LP was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of the period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of LP then in office; or

(5)

the adoption by LP’s Board of Directors or the holders of a majority of LP’s outstanding common stock of a plan providing for the dissolution or liquidation of LP.

(1)

an amount equal to any extraordinary or unusual loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with any sale or other disposition of assets, to the extent such losses were deducted in computing such Consolidated Net Income; plus

(2)

an amount equal to any non-cash loss related to assets and liabilities transferred under contractual arrangements recorded pursuant to SEC Staff Accounting Bulletin No. 30 , to the extent such loss was deducted in computing such Consolidated Net Income, plus

(3)

provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(4)

consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including without limitation amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations), to the extent that any such expense was deducted in computing such Consolidated Net Income; plus

(5)

depreciation, amortization and depletion or cost of fee timber harvested (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash charges and expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization, depletion or cost of fee timber harvested and other non-cash charges and expenses were deducted in computing such Consolidated Net Income; minus

(6)

non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business,

(1)

the Net Income (but not loss) of any Person that is not a Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Wholly Owned Restricted Subsidiary of the specified Person;

(2)

the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, is prohibited directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders;

(3)

the Net Income of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition will be excluded;

(4)

the cumulative effect of a change in accounting principles will be excluded;

(5)

all extraordinary, unusual or nonrecurring gains and losses (including without limitation any one-time costs incurred in connection with acquisitions) will be excluded;

(6)

any gain or loss realized upon the sale or other disposition of any property, plant or equipment of LP or its Restricted Subsidiaries (including pursuant to any sale and leaseback arrangement) which is not sold or otherwise disposed of in the ordinary course of business and any gain or loss realized upon the sale or other disposition by LP or any Restricted Subsidiary of any Capital Stock of any Person shall be excluded; and

(7)

the Net Income of any Unrestricted Subsidiary will be excluded, whether or not distributed to the specified Person or one of its Subsidiaries.

(1)

the consolidated equity of the common stockholders of such Person and its consolidated Subsidiaries as of such date; plus

(2)

the respective amounts reported on such Person’s balance sheet as of such date with respect to any series of preferred stock (other than Disqualified Stock) that by its terms is not entitled to the payment of dividends unless such dividends may be declared and paid only out of net earnings in respect of the year of such declaration and payment, but only to the extent of any cash received by such Person upon issuance of such preferred stock.

(1)

Senior Debt outstanding under the Credit Agreement and all Obligations under the Support Agreement; and

(2)

any other Senior Debt permitted under the indenture and the third supplemental indenture, the principal amount of which is $25 million or more and that has been designated by LP as “Designated Senior Debt.”

(1)

the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including without limitation amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations; plus

(2)

the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3)

any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(4)

the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of LP (other than Disqualified Stock) or to LP or a Restricted Subsidiary of LP, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP;

(1)

acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period will be calculated on a pro forma basis in accordance with Regulation S-X under the Securities Act, but without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income;

(2)

the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded;

(3)

the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;

(4)

the consolidated interest expense attributable to interest on any Indebtedness computed on a pro forma basis and (a) bearing a floating interest rate shall be computed as if the rate in effect on the date of computation had been the applicable rate for the entire period and (b) that was not outstanding during the period for which the computation is being made but which bears, at the option of such Person, a fixed or floating rate of interest, shall be computed by applying at the option of such Person either the fixed or floating rate;

(5)

the consolidated interest expense attributable to interest on any working capital borrowings under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such working capital borrowings during the applicable period; and

(6)

acquisitions and dispositions that have been made by any Person that has become a Restricted Subsidiary of LP or been merged with or into LP or any Restricted Subsidiary of LP during the four-quarter reference period, or subsequent to the four-quarter reference period but prior to the Calculation Date, shall be calculated on a pro forma basis, including all of the calculations referred to above, assuming that such acquisitions and dispositions had occurred on the first day of the reference period.

(1)

interest rate swap agreements, interest rate cap agreements and interest rate collar agreements; and

(2)

other agreements or arrangements designed to protect such Person against fluctuations in interest rates.

(1)

in respect of borrowed money;

(2)

evidenced by bonds, notes, debentures, performance bonds or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3)

in respect of banker’s acceptances;

(4)

representing Capital Lease Obligations or any Attributable Debt;

(5)

representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or

(6)

representing any Hedging Obligations, Commodity Price Protection Obligations or Currency Hedging Obligations;

(1)

the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; and

(2)

the principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due, in the case of any other Indebtedness.

(1)

any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and

(2)

any extraordinary gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not loss).

(1)

as to which neither LP nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness but excluding any agreement to provide managerial support), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender; and

(2)

in respect of which no default (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the notes) of LP or any of its

Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity.

(1)

any Investment in LP or in a Restricted Subsidiary of LP;

(2)

any Investment in Cash Equivalents;

(3)

any Investment by LP or any Restricted Subsidiary of LP in a Person, if in connection with such Investment:

(a)

such Person becomes a Restricted Subsidiary of LP; or

(b)

such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, LP or a Restricted Subsidiary of LP;

(4)

any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the provisions described under “—Repurchase at the Option of the Holders—Asset Sales”;

(5)

any acquisition of assets solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of LP;

(6)

any Investments represented by accounts receivable arising or acquired in the ordinary course of business and extension of credit on commercially reasonable terms in the ordinary course of business in accordance with normal trade practice;

(7)

any Investments received in compromise or settlement of claims against any other Person arising out of the conduct of any Permitted Business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any Person;

(8)

Investments in Unrestricted Subsidiaries in an amount not to exceed, together with the amount of all other Investments outstanding under this clause (8), at the time of such Investment and after giving pro forma effect thereto, $15 million

(9)

Hedging Obligations, Currency Hedging Obligations and Commodity Price Protection Obligations;

(10)

Investments in any of the notes;

(11)

Investments in existence on the date of the third supplemental indenture;

(12)

Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and worker’s compensation, performance and other similar deposits provided to third parties in the ordinary course of business;

(13)

Investments by LP or a Restricted Subsidiary in a Receivables Entity or any Investment by a Receivables Entity in any other Person, in each case, in connection with a Qualified Receivables Transaction, provided, however, that any Investment in any such Person (other than a Receivables Entity that is a Wholly-Owned Restricted Subsidiary) is in the form of an acquisition of an Equity Interest in such Person, advances under a Purchase Money Note, the contribution of, or payments pursuant to, a capital promissory note payable to such Person, interests in accounts receivable and related assets generated by LP or a Restricted Subsidiary and transferred to any Person in connection with a Qualified Receivables Transaction or any such Person owning such accounts receivable and Standard Securitization Undertakings in connection with a Qualified Receivables Transaction;

(14)

Investments in Slocan–LP OSB Corp. to fund the construction and working capital requirements of the initial OSB facility in British Columbia, Canada as contemplated by the joint venture agreement with respect thereto in existence on the date of the third supplemental indenture;

(15)

Investments in Permitted Joint Ventures having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (15) since the date of the third supplemental indenture, not to exceed 5% of the Consolidated Net Tangible Assets of LP determined as of the date of its most recent quarter-end balance sheet; and

(16)

other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (16) since the date of the third supplemental indenture not to exceed $20 million.

(1)

Equity Interests in LP; or

(2)

debt securities that are subordinated to all Senior Debt and any debt securities issued in exchange for Senior Debt to substantially the same extent as, or to a greater extent than, the notes are subordinated to Senior Debt under the indenture, as supplemented by the third supplemental indenture.

(1)

Liens securing Senior Debt of LP or Indebtedness (other than Attributable Debt) of any Restricted Subsidiary that, in each case, was permitted by the terms of the indenture, as supplemented by the third supplemental indenture, to be incurred; provided that in the case of Indebtedness in clause (9) of the definition of Permitted Debt (including any refundings, replacements or refinancings or successive refundings, replacements or refinancings thereof) such Liens are limited while we do not meet the Rating Condition to Liens on assets of the type referred to in the definition of Qualified Receivables Transaction;

(2)

Liens securing Attributable Debt of LP or any Restricted Subsidiary that, in each case was permitted by the terms of the indenture, as supplemented by the third supplemental indenture, to be incurred, provided that any Lien on a Principal Property securing Attributable Debt of LP or any Restricted Subsidiary which is created or incurred while we meet the Rating Condition will be permitted under this clause (2) only if the amount of the Attributable Debt secured by such Lien, together with all other Indebtedness of LP and its Restricted Subsidiaries that is then secured by Liens on Principal Properties (other than Liens permitted under clauses (3) through (9) and (11) through (16) of this paragraph, and extensions, renewals and replacements thereof permitted under clause (17) of this paragraph), does not exceed 15% of the Consolidated Net Tangible Assets.

(3)

Liens in favor of LP or a Restricted Subsidiary (other than a Receivables Entity);

(4)

Liens on assets of a Person existing at the time such Person is merged with or into or consolidated with LP or any Restricted Subsidiary of LP; provided that such Liens were not incurred in contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with LP or the Restricted Subsidiary;

(5)

Liens on assets existing at the time of acquisition of the assets by LP or any Restricted Subsidiary of LP; provided that such Liens were not incurred in contemplation of such acquisition and do not extend to any other assets owned by LP or its Restricted Subsidiaries;

(6)

Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds, statutory and common law landlord’s liens or other obligations of a like nature incurred in the ordinary course of business;

(7)

Liens securing revenue bonds exempt from Federal income taxation pursuant to Section 103(b) of the Internal Revenue Code;

(8)

Liens existing on the date of the third supplemental indenture;

(9)

Liens on timberlands in connection with any arrangement under which LP or a Restricted Subsidiary is obligated to cut or pay for timber in order to provide the secured party with a specified amount of money, however determined;

(10)

Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

(11)

Liens incurred in the ordinary course of business of LP or any Restricted Subsidiary of LP with respect to obligations that do not exceed $25 million at any one time outstanding;

(12)

any Lien securing Hedging Obligations, Commodity Price Protection Obligations or Currency Hedging Obligations permitted by the indenture, as supplemented by the third supplemental indenture;

(13)

Liens on assets acquired, improved or constructed to secure or provide for the payment of all or any part of their cost of acquisition, improvement or construction; provided, however, that (a) the principal amount of any Indebtedness secured by such a Lien does not exceed 100% of such cost; (b) such Lien does not extend to or cover any other asset other than the property, plant or equipment acquired, improved or constructed; (c) such Lien is created within 270 days of the acquisition, improvement or construction; and (d) the incurrence of such Indebtedness is permitted by the provisions described under “—Certain Covenants While We Do Not Meet the Rating Condition—Incurrence of Indebtedness and Issuance of Preferred Stock;”

(14)

Liens which are imposed by law;

(15)

Liens which are imposed on deposits in connection with bids, tenders, or contracts or on deposits to secure public or statutory obligations of LP or any Restricted Subsidiary;

(16)

Liens which arise out of judgments or awards against LP or any Restricted Subsidiary pending appeal or review so long as the Liens are subject to a stay of execution pending that appeal or review;

(17)

Liens on assets transferred to a Receivables Entity or Equity Interests in a Receivables Entity or on assets of a Receivables Entity, in each case created, incurred or arising in connection with a Qualified Receivables Transaction; and

(18)

Liens created, extended or renewed in connection with any extensions, amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings in whole or in part, of any Indebtedness, Attributable Debt or trade payables (including successive extensions, amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings) secured by any Lien referred to in clauses (1) through (17) above, so long as such Lien does not extend to any other property and the principal amount of Indebtedness so secured does not exceed the principal amount of Indebtedness so renewed, extended, refinanced, replaced or refunded, plus the amount of any premium required to be paid in connection with any such refinancing pursuant to the terms of the Indebtedness refinanced plus the expenses of LP in connection with such refinancing.

(1)

the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Indebtedness and the amount of all expenses and premiums incurred in connection therewith);

(2)

such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

(3)

if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the notes on terms at least as favorable to the holders of notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

(4)

such Indebtedness is incurred by LP if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded was Indebtedness of LP.

(1)

of which no portion of the Indebtedness or any other obligations (contingent or otherwise):

(a)

is guaranteed by LP or any other Restricted Subsidiary of LP (excluding Guarantees of Obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings);

(b)

is recourse to or obligates LP or any other Restricted Subsidiary of LP in any way otherwise than pursuant to Standard Securitization Undertakings; or

(c)

subjects any asset of LP or any other Restricted Subsidiary of LP, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;

(2)

with which neither LP nor any other Restricted Subsidiary of LP has any material contract or agreement (except in connection with a capital promissory note, Purchase Money Note or Qualified Receivables Transaction) otherwise than on terms no less favorable to LP or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of LP, other than fees payable in the ordinary course of business in connection with servicing accounts receivable; and

(3)

to which neither LP nor any Restricted Subsidiary of LP has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

(1)

all Indebtedness of LP outstanding under the Credit Agreement, all Obligations of LP under the Support Agreement and all Currency Hedging Obligations and Hedging Obligations that are or may be secured, in whole or in part, by any asset securing Obligations under the Credit Agreement;

(2)

any other Indebtedness (excluding Attributable Debt) of LP permitted to be incurred under the terms of the indenture, as supplemented by the third supplemental indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the notes; and

(3)

all Obligations with respect to the items listed in the preceding clauses (1) and (2).

(1)

any liability for federal, state, local or other taxes owed or owing by LP;

(2)

any intercompany Indebtedness of LP or any of its Subsidiaries to LP or any of its Affiliates;

(3)

any trade payables;

(4)

any liabilities under judgments, orders, awards, consent decrees or settlement agreements arising out of or relating to any litigation, arbitration or similar proceedings; or

(5)

the portion of any Indebtedness that is incurred in violation of the indenture or the third supplemental indenture.

(1)

has no Indebtedness other than Non-Recourse Debt;

(2)

is not party to any agreement, contract, arrangement or understanding with LP or any Restricted Subsidiary of LP unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to LP or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of LP;

(3)

is a Person with respect to which neither LP nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;

(4)

has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of LP or any of its Restricted Subsidiaries; and

(5)

does not operate, either alone or in the aggregate with all other Unrestricted Subsidiaries, directly or indirectly, all or substantially all of the business of LP and its Subsidiaries, and does not own, directly or indirectly, any Principal Property, or any Capital Stock or Indebtedness of a Restricted Subsidiary.

(1)

the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that may elapse between such date and the making of such payment; by

(2)

the then outstanding principal amount of such Indebtedness.

(a)

payments of interest on the notes to any Non-U.S. Holder will not be subject to withholding of U.S. federal income tax, as long as (1) the holder does not actually or constructively own 10% or more of the total combined voting power of all classes of our capital stock entitled to vote, (2) the holder is not (A) a bank receiving interest pursuant to a loan agreement entered into in the ordinary course of its trade or business or (B) a controlled foreign corporation that is related to the company through stock ownership, and (3) such interest payments are not effectively connected with the conduct of a U.S. trade or business of the holder; and

(b)

a Non-U.S. Holder will not be subject to U.S. federal income tax on gain realized on the sale, exchange, or other disposition of notes, unless (1) such holder is an individual who is present in the U.S. for 183 days or more during the taxable year and certain other requirements are met or (2) the gain is effectively connected with the conduct of a U.S. trade or business of the holder.

Underwriters		Principal Amount of Notes
Goldman, Sachs & Co.		$
Banc of America Securities LLC
RBC Dominion Securities Corporation
Wachovia Securities, Inc.
Scotia Capital (USA) Inc.
Total		$200,000,000

Public Reference Room		New York Regional Office		Chicago Regional Office
450 Fifth Street, N.W.		7 World Trade Center		Citicorp Center
Room 1024		Suite 1300		500 West Madison Street
Washington, DC 20549		New York, NY 10048		Suite 1400
				Chicago, IL 60661-2511

Ÿ Our annual report on Form 10-K for the year ended December 31, 2000;

Ÿ Our quarterly report on Form 10-Q for the quarterly period ended March 31, 2001; and

Ÿ Our current report on Form 8-K dated July 19, 2001.

ABOUT THIS PROSPECTUS		3
WHERE YOU CAN FIND MORE INFORMATION		3
INCORPORATION OF DOCUMENTS BY REFERENCE		4
LOUISIANA-PACIFIC		4
USE OF PROCEEDS		4
RATIO OF EARNINGS TO FIXED CHARGES		4
DESCRIPTION OF THE DEBT SECURITIES		5
PLAN OF DISTRIBUTION		14
VALIDITY OF SECURITIES		15
EXPERTS		15
ABOUT FORWARD LOOKING STATEMENTS		15

Public Reference Room		New York Regional Office		Chicago Regional Office
450 Fifth Street, N.W.		7 World Trade Center		Citicorp Center
Room 1024		Suite 1300		500 West Madison Street
Washington, D.C. 20549		New York, New York 10048		Suite 1400
				Chicago, Illinois 60661-2511

Ÿ

Louisiana-Pacific’s annual report on Form 10-K for the year ended December 31, 1999; and

Ÿ

Louisiana-Pacific’s current report on Form 8-K dated April 6, 2000.

		Fiscal Year Ended December 31, 1999		Fiscal Year Ended December 31, 1998		Fiscal Year Ended December 31, 1997		Fiscal Year Ended December 31, 1996		Fiscal Year Ended December 31, 1995
Consolidated ratio of earnings to      fixed charges		7.3x		1.3x		—		—		—
Consolidated deficiency of earnings      to fixed charges (in millions)		—		—		$151.4		$330.5		$103.3

Ÿ

the title of the debt securities;

Ÿ

any limit on the aggregate principal amount of the debt securities;

Ÿ

the persons to whom any interest on the debt securities will be payable, if other than the registered holders thereof on the regular record date therefor;

Ÿ

the date or dates on which the principal of the debt securities will be payable;

Ÿ

the rate or rates at which the debt securities will bear interest, if any, and the date or dates from which interest will accrue;

Ÿ

the dates on which interest will be payable and the regular record dates for interest payment dates;

Ÿ

the place or places where the principal of and any premium and interest on the debt securities will be payable;

Ÿ

the period or periods, if any, within which, and the price or prices at which, the debt securities may be redeemed, in whole or in part, at the option of Louisiana-Pacific;

Ÿ

the obligation, if any, of Louisiana-Pacific to redeem or purchase the debt securities pursuant to sinking fund or analogous provisions and the terms and conditions of any redemption or purchase to which the obligation applies;

Ÿ

the denominations in which the debt securities will be issuable, if other than denominations of $1,000 and any integral multiple thereof;

Ÿ

the currency or currencies or currency units, if other than currency of the United States of America, in which payment of the principal of and any premium or interest on the debt securities will be payable, and the terms and conditions of any elections that may be made available with respect thereto;

Ÿ

any index or formula used to determine the amount of payments of principal of and any premium or interest on the debt securities;

Ÿ

whether the debt securities are to be issued in whole or in part in the form of one or more global securities and, if so, the identity of the depositary, if any, for the global securities;

Ÿ

the terms and conditions, if any, pursuant to which the debt securities are convertible into or exchangeable for common stock or other securities of Louisiana-Pacific or any other person;

Ÿ

the principal amount, or any portion of the principal amount, of the debt securities which will be payable upon any declaration of acceleration of the maturity of the debt securities pursuant to an event of default;

Ÿ

the applicability to the debt securities of the provisions described in “—Defeasance” below; and

Ÿ

the debt securities will be issued only in fully registered form (without coupons) in denominations of $1,000 or integral multiples thereof; and

Ÿ

payment of principal, premium, if any, and interest on the debt securities will be payable, and the exchange, conversion and transfer of debt securities will be registrable, at the office or agency of Louisiana-Pacific maintained for those purposes and at any other office or agency maintained for those purposes.

Ÿ

by the depositary or a nominee of the depositary to a successor depositary or a nominee of the successor depository; or

Ÿ

the applicable depositary would authorize its participants to give the notice or take the action; and

Ÿ

the participants would authorize persons owning the beneficial interests through the participants to give the notice or take the action or would otherwise act upon the instructions of the persons owning the beneficial interests.

Ÿ

all taxes, assessments, and governmental charges levied or imposed upon Louisiana-Pacific or any subsidiary of Louisiana-Pacific or their properties; and

Ÿ

all claims for labor, materials, and supplies that, if unpaid, would result in a lien on their property and have a material adverse effect on the business, assets, financial condition, or results of operations of Louisiana-Pacific and its subsidiaries, taken as a whole (a “Material Adverse Effect.”

(1)

failure to pay the principal of or premium, if any, on any debt security of that series when it becomes due and payable;

(2)

failure to pay any interest on any debt security of that series when due, which failure continues for 30 calendar days;

(3)

failure to make any sinking fund payment as and when due by the terms of any debt security of that series;

(4)

failure to perform, or breach of, any other covenant or warranty of Louisiana-Pacific in the indenture (other than a covenant included in the indenture solely for the benefit of a series of debt securities other than that series), which failure or breach continues for a period of 60 calendar days after written notice thereof has been given to Louisiana-Pacific as provided in the indenture;

(5)

any nonpayment at maturity or other default (beyond any applicable grace period) under any agreement or instrument relating to any other Indebtedness of Louisiana-Pacific, the unpaid principal amount of which is not less than $25 million, which default results in that Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of that Indebtedness;

(6)

the events of bankruptcy, insolvency or reorganization involving Louisiana-Pacific specified in the indenture; and

(7)

any other Event of Default provided with respect to debt securities of that series.

Ÿ

in the case of a default in the performance of any covenant of the character contemplated in clause (4) above, no notice will be given until at least 30 calendar days after the occurrence of the default; and

Ÿ

other than in the case of a default of the character contemplated in clause (1), (2) or (3) above, the trustee may withhold notice if and so long as it in good faith determines that the withholding of notice is in the interests of the holders of the debt securities of that series.

Ÿ

Louisiana-Pacific has paid or deposited with the trustee a sum sufficient to pay all amounts of principal of, premium, if any, and interest on the debt securities of that series that have become due otherwise than by the declaration of acceleration; and

Ÿ

all other Events of Default have been cured or waived as described in “—Modification and Waiver” below.

Ÿ

the holder has previously given to the trustee written notice of a continuing Event of Default;

Ÿ

the holders of at least 25% in aggregate principal amount of the outstanding debt securities of the same series have requested the trustee to institute proceedings in respect of the Event of Default;

Ÿ

such holder or holders have offered reasonable indemnity to the trustee with respect to the proceedings;

Ÿ

the trustee has not received from the holders of a majority in principal amount of the outstanding debt securities of the same series a direction inconsistent with the request to institute the proceedings; and

Ÿ

the trustee has failed to institute the proceedings within 60 calendar days.

Ÿ

change the stated maturity of, or any installment of principal of, or interest on, any debt security;

Ÿ

reduce the principal amount of, the rate of interest on, or the premium, if any, payable upon the redemption of, any debt security;

Ÿ

reduce the amount of principal of an original issue discount security payable upon acceleration of the maturity thereof;

Ÿ

change the place or currency of payment of principal of, or premium, if any, or interest on any debt security;

Ÿ

impair the right to institute suit for the enforcement of any payment on or with respect to any debt security on or after the stated maturity or prepayment date thereof; or

Ÿ

reduce the percentage in principal amount of debt securities of any series required for modification or amendment of the indenture or for waiver of compliance or defaults.

Ÿ

the covenants described above in “Covenants of Louisiana-Pacific” under the captions “Payment of Taxes and Other Claims,” “Maintenance of Properties,” “Existence” and “Compliance with Laws”; and

Ÿ

such covenants of any supplemental indenture as may be specified in the supplemental indenture.

Ÿ

a default in the payment of the principal of, or premium, if any, or interest on, any debt security of that series; or

Ÿ

a default in respect of a provision of the indenture that cannot be modified or amended without the consent of the holder of each debt security of that series.

Ÿ

discharge the entire indebtedness represented by the debt securities of that series and be deemed to have satisfied all of its other obligations with respect to the debt securities of that series except to the limited extent described below (“legal defeasance”); or

Ÿ

be released from its obligations to comply, with respect to the debt securities of that series, with: the covenants described above in “Covenants of Louisiana-Pacific” under the captions “Payment of Taxes and Other Claims,” “Maintenance of Properties,” “Existence” and “Compliance with Laws”; the restrictions described below in “Limitations on Merger and Other Transactions”; and such provisions of the applicable supplemental indenture as may be specified in the supplemental indenture (“covenant defeasance”).

Ÿ

register the transfer or exchange of debt securities of the defeased series;

Ÿ

replace destroyed, stolen, lost or mutilated debt securities of the defeased series;

Ÿ

maintain an office or agency in respect of the debt securities of the defeased series; and

Ÿ

hold funds for payment to holders of debt securities of the defeased series in trust.

Ÿ

no Event of Default or event which with the giving of notice or lapse or time, or both, would become an Event of Default under the indenture shall have occurred and be continuing on the date of the deposit described above;

Ÿ

no Event of Default described in clause (6) under “—Events of Default” above or event that with the giving of notice or lapse of time, or both, would become an Event of Default described in that clause (6) shall have occurred and be continuing at any time on or prior to the 90th calendar day following the date of the deposit described above;

Ÿ

with respect to any legal defeasance, Louisiana-Pacific shall have delivered an opinion of counsel, stating that (1) Louisiana-Pacific has received from, or there has been published by, the IRS a ruling or (2) there has been a change in applicable federal law, in either case to the effect that, among other things, the holders of the debt securities of the defeased series will not recognize gain or loss for United States federal income tax purposes as a result of the defeasance and will be subject to United States federal income tax in the same manner as if the defeasance had not occurred; and

Ÿ

with respect to any covenant defeasance Louisiana-Pacific shall have delivered an opinion of counsel to the effect that, among other things, the holders of the debt securities of the defeased series will not recognize gain or loss for United States federal income tax purposes as a result of the defeasance and will be subject to United States federal income tax in the same manner as if the defeasance had not occurred.

Ÿ

either:

(1)

all debt securities previously authenticated and delivered under the indenture (subject to exceptions relating to debt securities that have otherwise been satisfied or provided for) have been delivered to the trustee for cancellation: or

(2)

all debt securities not previously delivered to the trustee for cancellation have become due and payable, will become due and payable at their stated maturity within one year, or are to be called for redemption within one year under arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee, and Louisiana-Pacific has deposited or caused to be deposited with the trustee as trust funds for that purpose an amount sufficient to pay and discharge the entire indebtedness on those debt securities, for principal and any premium and interest to the date of the deposit (in the case of debt securities which have become due and payable) or to the stated maturity or redemption date, as the case may be;

Ÿ

Louisiana-Pacific has paid or caused to be paid all other sums payable under the indenture by Louisiana-Pacific; and

Ÿ

Louisiana-Pacific has delivered to the trustee an officer’s certificate and an opinion of counsel, each to the effect that all conditions precedent relating to the satisfaction and discharge of the indenture have been satisfied.

Ÿ

either:

(1)

Louisiana-Pacific is the continuing or surviving person in the consolidation or merger: or

(2)

the person (if other than Louisiana-Pacific) formed by the consolidation or into which Louisiana-Pacific is merged or to which all or substantially all of the properties and assets of Louisiana-Pacific are transferred is a corporation organized and validly existing under the laws of the United States, any state thereof, or the District of Columbia, and expressly assumes, by a supplemental indenture, all the obligations of Louisiana-Pacific under the debt securities and the indenture;

Ÿ

immediately after the transaction and the incurrence or anticipated incurrence of any indebtedness to be incurred in connection therewith, no Event of Default exists; and

Ÿ

an officer’s certificate is delivered to the trustee to the effect that both of the conditions set forth above have been satisfied and an opinion of counsel had been delivered to the trustee to the effect that the first condition set forth above has been satisfied.

Ÿ

the ownership or acquisition of securities issued under any indenture or having a maturity of one year or more at the time of acquisition by the trustee;

Ÿ

advances authorized by a receivership or bankruptcy court of competent jurisdiction or by the indenture for the purpose of preserving property subject to the lien of the indenture or discharging prior liens or encumbrances on the trust estate;

Ÿ

disbursements made in the ordinary course of business in its capacity as indenture trustee, transfer agent, registrar, custodian or paying agent or in any other similar capacity;

Ÿ

indebtedness created as a result of goods or securities sold in a cash transaction or services rendered or premises rented; or

Ÿ

the acquisition, ownership, acceptance, or negotiation of drafts, bills of exchange, acceptances or other obligations that are considered to be self-liquidating paper.

Ÿ

risks and uncertainties relating to the possible invalidity of the underlying beliefs and assumptions;

Ÿ

possible changes or developments in social, economic, business, industry, market, legal and regulatory circumstances and conditions; and

Ÿ

actions taken or omitted to be taken by third parties, including customers, suppliers, business partners, competitors and legislative, regulatory, judicial and other governmental authorities and officials.

Audited Financial Statements
Consolidated Balance Sheets at December 31, 2000 and 1999		F-2
Consolidated Statements of Income for the years ended December 31, 2000, 1999 and                1998		F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2000, 1999                and 1998		F-5
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2000,                1999, 1998 and 1997		F-6
Notes to Consolidated Financial Statements		F-7
Independent Auditors’ Report		F-34
Unaudited Financial Statements
Condensed Consolidated Balance Sheets at March 31, 2001 and December 31, 2000		F-35
Condensed Consolidated Statements of Income for the three months ended March 31,                2001 and 2000		F-36
Condensed Consolidated Statements of Cash Flows for the three months ended                March 31, 2001 and 2000		F-37

Notes to Unaudited Consolidated Summary Financial Statements		F-38

		December 31
		2000			1999
ASSETS		(Dollar amounts in millions)
Current assets:
Cash and cash equivalents		$      38.1			$    116.0
Accounts receivable, less reserves of $3.7 and $3.2		129.6			200.7
Inventories		327.5			293.4
Prepaid expenses		22.8			18.5
Income tax refunds receivable		91.5			—
Deferred income taxes		44.6			110.8
Total current assets		654.1			739.4
Timber and timberlands, at cost less cost of timber harvested		590.6			611.1
Property, plant and equipment, at cost:
Land, land improvements and logging roads, net of road amortization		163.6			201.1
Buildings		324.7			307.5
Machinery and equipment		1,966.7			1,972.0
Construction in progress		107.8			56.8
		2,562.8			2,537.4
Accumulated depreciation		(1,254.0	)		(1,203.4	)
Net property, plant and equipment		1,308.8			1,334.0
Goodwill, net of amortization		326.3			347.7
Notes receivable from asset sales		403.8			403.8
Other assets		91.1			52.2
Total assets		$3,374.7			$3,488.2

		December 31
		2000			1999
LIABILITIES AND STOCKHOLDERS’ EQUITY		(Dollar amounts in millions)
Current liabilities:
Current portion of long-term debt		$      39.4			$      44.9
Accounts payable and accrued liabilities		303.8			306.5
Income taxes payable		—			9.3
Current portion of contingency reserves		35.0			180.0
Total current liabilities		378.2			540.7
Long-term debt, excluding current portion:
Limited recourse notes payable		396.5			396.5
Other debt		787.3			618.3
Total long-term debt		1,183.8			1,014.8
Deferred income taxes		334.0			396.3
Contingency reserves, excluding current portion		126.6			128.8
Other long-term liabilities and minority interest		56.9			47.6
Commitments and contingencies
Stockholders’ equity:
Common stock, $1 par value, 200,000,000 shares authorized, 116,937,022      shares issued		117.0			117.0
Preferred stock, $1 par value, 15,000,000 shares authorized, no shares      issued		—			—
Additional paid-in capital		440.2			445.4
Retained earnings		1,004.3			1,076.4
Treasury stock, 12,576,172 shares and 11,968,577 shares, at cost		(235.1	)		(228.3	)
Loan to Employee Stock Ownership Trust		—			(6.9	)
Accumulated comprehensive loss		(31.2	)		(43.6	)
Total stockholders’ equity		1,295.2			1,360.0
Total liabilities and stockholders’ equity		$3,374.7			$3,488.2

		Year ended December 31
		2000			1999			1998
		(Dollar amounts in millions, except per share)
Net sales		$2,932.8			$3,071.6			$2,451.1
Operating costs and expenses:
Cost of sales		2,362.6			2,272.5			2,007.8
Depreciation and amortization		184.4			156.3			143.8
Cost of timber harvested		51.1			45.7			41.6
Selling and administrative		234.7			219.4			184.7
Unusual credits and charges, net		70.5			8.2			47.8
Total operating costs and expenses		2,903.3			2,702.1			2,425.7
Income from operations		29.5			369.5			25.4
Non-operating income (expense):
Interest expense, net of capitalized interest		(81.0	)		(47.9	)		(37.5	)
Interest income		37.9			36.0			24.7
Foreign exchange gains (losses)		(4.6	)		(0.6	)		—
Total non-operating income (expense)		(47.7	)		(12.5	)		(12.8	)
Income (loss) before taxes, minority interest and equity in earnings      of unconsolidated affiliate		(18.2)			357.0			12.6
Provision (benefit) for income taxes		(11.5)			139.5			14.4
Minority interest in net income (loss) of consolidated subsidiaries		—			0.7			(3.8	)
Equity in earnings of unconsolidated affiliate		7.1			—			—
Net income (loss)		$    (13.8	)		$    216.8			$        2.0
Net income (loss) per share—basic and diluted		$    (0.13	)		$      2.04			$      0.02
Cash dividends per share of common stock		$      0.56			$      0.56			$      0.56
Average shares of common stock outstanding (millions)
Basic		104.1			106.2			108.4
Diluted		104.1			106.2			108.6

		Year ended December 31
		2000			1999			1998
		(Dollar amounts in millions)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)		$  (13.8	)		$  216.8			$      2.0
Adjustments to reconcile net income (loss) to net cash provided by      operating activities:
Depreciation, amortization and cost of timber harvested		235.5			202.0			185.4
Unusual credits and charges, net		85.6			8.2			61.2
Cash settlements of contingencies		(162.4	)		(104.0	)		(113.2	)
Other adjustments		14.5			20.4			11.2
Decrease (increase) in receivables		67.5			7.0			(3.8	)
Decrease (increase) in inventories		(37.4	)		13.5			7.1
Decrease (increase) in income tax refunds receivable		(91.5	)		46.0			33.7
Increase in prepaid expenses		(3.0	)		(5.9	)		(4.0	)
Increase (decrease) in accounts payable and accrued liabilities		(0.4	)		12.7			(64.2	)
Increase (decrease) in income taxes payable		(8.3	)		2.6			—
Increase (decrease) in deferred income taxes		(3.8	)		53.3			7.6
Net cash provided by operating activities		82.5			472.6			123.0
CASH FLOWS FROM INVESTING ACTIVITIES
Plant, equipment and logging road additions		(187.7	)		(88.3	)		(77.8	)
Timber and timberland additions		(32.6	)		(29.6	)		(44.7	)
Assets sale proceeds		20.5			74.2			367.6
Acquisitions, including replacement of debt		(54.7	)		(726.1	)		—
Other investing activities, net		(6.6	)		(13.6	)		1.3
Net cash provided by (used in) investing activities		(261.1	)		(783.4	)		246.4
CASH FLOWS FROM FINANCING ACTIVITIES
Net decrease in short-term notes payable		—			—			(22.0	)
Long-term borrowings, including net increase in revolving borrowings		667.6			629.3			348.6
Repayment of long-term debt		(502.4	)		(224.6	)		(473.9	)
Cash dividends		(58.3	)		(59.2	)		(60.7	)
Purchase of treasury stock		(11.3	)		(47.9	)		(66.5	)
Loans to ESOTs		—			—			(15.0	)
Treasury stock sold to ESOTs		—			—			15.0
Other financing activities, net		5.1			2.7			(0.3	)
Net cash provided by (used in) financing activities		100.7			300.3			(274.8	)
Net increase (decrease) in cash and cash equivalents		(77.9	)		(10.5	)		94.6
Cash and cash equivalents at beginning of year		116.0			126.5			31.9
Cash and cash equivalents at end of year		$    38.1			$  116.0			$  126.5

		Common Stock				Treasury Stock
		Shares		Amount		Shares			Amount			Additional Paid In Capital			Retained Earnings			Loans to ESOTs			Accumulated Comprehensive Income (Loss)			Total Stockholders’ Equity			Comprehensive Income (Loss)
		(Dollar and share amounts in millions except per share amounts)
BALANCE AS OF DECEMBER 31, 1997		116.9		$117.0		7.3			$(163.4	)		$472.2			$    977.5			$(37.7	)		$(79.4	)		$1,286.2
Net income		—		—		—			—			—			2.0			—			—			2.0			$    2.0
Cash dividends, $.56 per share		—		—		—			—			—			(60.7	)		—			—			(60.7	)		—
Issuance of shares for employee stock plans and for other    purposes		—		—		(1.1	)		25.9			(6.8	)		—			(15.0	)		—			4.1			—
Purchase of treasury stock		—		—		3.5			(66.5	)		—			—			—			—			(66.5	)		—
Employee Stock Ownership Trust contribution		—		—		—			—			—			—			23.9			—			23.9			—
Currency translation adjustment		—		—		—			—			—			—			—			—			—			37.1
Pension liability adjustment		—		—		—			—			—			—			—			—			—			(4.2	)
Other		—		—		—			—			—			—			—			—			—			0.9
Other comprehensive income		—		—		—			—			—			—			—			33.8			33.8			33.8
Total comprehensive income		—		—		—			—			—			—			—			—			—			35.8
BALANCE AS OF DECEMBER 31, 1998		116.9		$117.0		9.7			$(204.0	)		$465.4			$    918.8			$(28.8	)		$(45.6	)		$1,222.8
Net income		—		—		—			—			—			216.8			—			—			216.8			216.8
Cash dividends, $.56 per share		—		—		—			—			—			(59.2	)		—			—			(59.2	)		—
Issuance of shares for employee stock plans and for other    purposes		—		—		(1.2	)		23.6			(20.0	)		—			—			—			3.6			—
Purchase of treasury stock		—		—		3.5			(47.9	)		—			—			—			—			(47.9	)		—
Employee Stock Ownership Trust contribution		—		—		—			—			—			—			21.9			—			21.9			—
Currency translation adjustment		—		—		—			—			—			—			—			—			—			1.7
Other		—		—		—			—			—			—			—			—			—			0.3
Other comprehensive income		—		—		—			—			—			—			—			2.0			2.0			2.0
Total comprehensive income		—		—		—			—			—			—			—			—			—			218.8
BALANCE AS OF DECEMBER 31, 1999		116.9		$117.0		12.0			$(228.3	)		$445.4			$1,076.4			$  (6.9	)		$(43.6	)		$1,360.0
Net income (loss)		—		—		—			—			—			(13.8	)		—			—			(13.8	)		(13.8	)
Cash dividends, $.56 per share		—		—		—			—			—			(58.3	)		—			—			(58.3	)		—
Issuance of shares for employee stock plans and for other    purposes		—		—		(0.3	)		4.5			(5.2	)		—			—			—			(0.7	)		—
Purchase of treasury stock		—		—		0.9			(11.3	)		—			—			—			—			(11.3	)		—
Employee Stock Ownership Trust contribution		—		—		—			—			—			—			6.9			—			6.9			—
Currency translation adjustment		—		—		—			—			—			—			—			—			—			1.5
Pension liability adjustment		—		—		—			—			—			—			—			—			—			10.9
Other comprehensive income		—		—		—			—			—			—			—			12.4			12.4			12.4
Total comprehensive income (loss)		—		—		—			—			—			—			—			—			—			(1.4	)
BALANCE AS OF DECEMBER 31, 2000		116.9		$117.0		12.6			$(235.1	)		$440.2			$1,004.3			$    —			$(31.2	)		$1,295.2

Nature of Operations

Use of Estimates in the Preparation of Financial Statements

Consolidation

Earnings Per Share

Cash and Cash Equivalents

Inventory Valuation

		December 31
		2000			1999
		dollar amounts in millions
Logs		$104.0			$104.1
Other raw materials		48.6			47.9
Finished products		190.3			159.4
Supplies		21.3			28.4
LIFO reserve		(36.7	)		(46.4	)
Total		$327.5			$293.4

Timber

Property, Plant and Equipment

Stock-Based Compensation

Asset Impairments

Derivative Financial Instruments

Foreign Currency Translation

Goodwill

Notes Receivable

Revenue Recognition

Nonmonetary Transactions

Reclassifications

		December 31,
		2000		1999
		(Dollar amounts in millions)
Accounts payable		$189.9		$195.0
Salaries and wages payable		36.4		40.6
Taxes other than income taxes		8.0		9.3
Workers’ compensation		15.9		15.5
Other accrued liabilities		53.6		46.1
		$303.8		$306.5

		Year Ended December 31,
		2000			1999		1998
		(Dollar amounts in millions)
Domestic		$(37.9	)		$260.5		$  0.1
Foreign		19.7			96.5		12.5
		$(18.2	)		$357.0		$12.6

		Year Ended December 31,
		2000			1999			1998
		(Dollar amounts in millions)
Current tax provision (benefit):
U.S. federal		$(22.4	)		$  45.8			$    3.1
State and local		(5.9	)		12.9			0.3
Foreign		15.1			23.6			(2.7	)
Net current tax provision (benefit)		$(13.2	)		$  82.3			$    0.7
Deferred tax provision (benefit):
U.S. federal		$    4.6			$  65.7			$  59.6
State and local		0.5			6.9			6.3
Foreign		(3.4	)		(15.4	)		(52.2	)
Net deferred tax provision (benefit)		$    1.7			$  57.2			$  13.7

		December 31,
		2000			1999
		(Dollar amounts in millions)
Property, plant and equipment		$173.2			$ 203.2
Timber and timberlands		159.7			113.9
Inventories		(5.3	)		(4.2	)
Accrued liabilities		(82.8	)		(19.8	)
Contingency reserves		(44.6	)		(119.5	)
Benefit of capital loss and NOL carryovers		(30.8	)		(24.8	)
Benefit of foreign ITC carryover		(19.3	)		(36.5	)
Benefit of U.S. alternative minimum tax credit		(20.8	)		—
Installment sale gain deferral		147.7			147.3
Other		(2.3	)		16.4
Valuation allowance		14.7			9.5
Net deferred tax liability		289.4			285.5
Net current deferred tax assets		(44.6	)		(110.8	)
Net non-current deferred tax liabilities		$334.0			$  396.3

		Year Ended December 31,
		2000			1999			1998
Federal tax rate		(35	)%		35	%		35	%
State and local income taxes		(9	)		3			4
Nondeductible fines		—			—			51
Foreign tax credits used		—			—			(35	)
Other foreign tax effects		—			—			20
Nondeductible goodwill		41			1			41
Revisions to estimates recorded in prior years		(67	)		—			—
Nonconsolidated subsidiaries taxed as partnership		(15	)		—			—
Change in valuation reserve		29			—			—
Other, net		(7	)		—			(2	)
		(63	)%		39	%		114	%

		Interest Rate at Dec. 31, 2000			December 31,
					2000			1999
		(Dollar amounts in millions)
Debentures:
Senior notes, maturing 2005, interest rates fixed		8.5	%		$    189.3			$        —
Senior notes, maturing 2010, interest rates fixed		8.9			199.1			—
Bank credit facilities:
Revolving credit facility, payable in 2002 interest rate variable		7.0			107.4			—
Term loan, payable in 2003, interest rate variable		7.8			170.0			—
Limited recourse notes payable:
Senior secured notes, payable 2008–2012, interest rates                fixed		7.1–7.5			47.9			47.9
Senior secured notes, payable 2006–2018, interest rates                fixed		6.8–7.3			348.6			348.6
Project bank financing:
Waterford, Ireland, OSB plant, payable in Irish pounds through                2002, interest rate variable		6.3			7.1			12.8
Project revenue bond financings, payable through 2022, interest                rates variable		4.7–7.1			39.3			39.3
Bridge loans:
Forex bridge loan—unsecured, repaid March 2000, interest rate                variable		n/a			—			240.0
Forex bridge loan—unsecured, repaid September 2000, interest                rate variable		n/a			—			126.6
Evans bridge loan—unsecured, repaid September 2000, interest                rate variable		n/a			—			94.0
Notes payable to former Forex shareholders, unsecured, payable in      Canadian dollars annually through 2003, interest rate variable		6.5			101.5			139.9
Other, interest rates vary					13.0			10.6
Total					1,223.2			1,059.7
Current portion					(39.4	)		(44.9	)
Net long-term debt					$1,183.8			$1,014.8

		Year Ended December 31,
		(Dollar amounts in millions)
2001		$      39.4
2002		152.7
2003		204.8
2004		17.0
2005		190.9
2006 and after		618.4
Total		$1,223.2

		December 31,
		2000			1999
		(Dollar amounts in millions)
Change in Benefit Obligation:
Benefit obligation—January 1		$209.7			$122.4
Service cost		13.6			2.8
Interest cost		15.0			10.9
Amendments		(0.3	)		17.3
Actuarial gain		(3.7	)		(14.7	)
Acquisitions		—			79.4
Curtailments/settlements		(1.1	)		—
Benefits paid		(15.4	)		(8.4	)
Benefit obligation—December 31		$217.8			$209.7
Change in Assets:
Fair value of assets—January 1		$175.0			$106.9
Actual return on plan assets		8.0			5.0
Employer contribution		10.9			1.6
Acquisitions		—			69.9
Curtailments/settlements		(1.1	)		—
Benefits paid		(15.4	)		(8.4	)
Fair value of assets—December 31		$177.4			$175.0
Reconciliation of Funded Status:
Funded status		$(40.4	)		$(34.7	)
Unrecognized actuarial loss		29.6			27.8
Unrecognized prior service cost		16.9			18.4
Unrecognized asset at transition		(1.7	)		(3.3	)
Prepaid benefit cost		$    4.4			$    8.2
Amounts Recognized in the Balance Sheet Consist of:
Prepaid benefit cost		$    5.3			$    5.4
Accrued benefit liability		(28.7	)		(27.3	)
Intangible asset		15.7			—
Deferred tax asset		4.7			11.6
Accumulated other comprehensive income		7.4			18.5
Net amount recognized		$    4.4			$    8.2

		Year Ended December 31
		2000			1999			1998
		(Dollar amounts in millions)
Service cost		$  13.6			$    2.8			$  1.1
Interest cost		15.0			10.9			7.9
Expected return on plan assets		(15.3	)		(12.6	)		(9.2	)
Amortization of prior service cost and net transition asset		0.2			0.8			(0.5	)
Recognized net actuarial loss		1.2			—			—
Net periodic pension cost		$  14.7			$    1.9			$(0.7	)

Defined Contribution Plans

Postretirement Benefits

		Year Ended December 31
		2000			1999		1998
		(Dollar amounts in millions, except per share)
Net income (loss)
As reported		$(13.8	)		$216.8		$  2.0
Pro forma		(21.8	)		209.4		(4.0	)
Net income (loss) per share—basic and diluted
As reported		$(0.13	)		$  2.04		$0.02
Pro forma		(0.21	)		1.97		(0.04	)

Stock Option Plans

		Number of Shares Year Ended December 31
		2000			1999			1998
		(Share amounts in thousands)
Outstanding Options
Options outstanding at January 1		3,221			2,823			2,373
Options granted		1,124			1,235			905
Options exercised		(6	)		(183	)		(113	)
Options cancelled		(548	)		(654	)		(342	)
Options outstanding at December 31		3,791			3,221			2,823
Options exercisable at December 31		1,835			1,246			1,170
Exercise Price
Options granted		$12.29			$19.13			$19.09
Options exercised		$11.80			$16.92			$14.85
Options cancelled		$18.31			$21.68			$21.08
Options outstanding		$17.82			$19.79			$18.11
Options exercisable		$20.10			$20.46			$21.41
Fair Value at Date of Grant
Options granted		$  4.87			$  7.55			$  5.73

Performance-Contingent Stock Awards

		Number of Shares Year Ended December 31
		2000		1999		1998
Target shares—awards outstanding at January 1		154,641		97,370		54,569
Target shares—awards granted		111,783		57,271		64,064
Target shares—awards cancelled		—		—		(21,263	)
Target shares—awards outstanding at December 31		266,424		154,641		97,370

Stock Purchase Plans

Executive Loan Program

		Year Ended December 31
		2000			1999			1998
		(Dollar amounts in millions)
Additions to contingency reserves		$(16.7	)		$(20.0	)		$(284.5	)
Long-lived asset impairment charges		(62.7	)		(7.6	)		(162.9	)
Gain on asset sales		6.1			19.7			381.3
Gain on insurance recoveries		28.4			—			28.4
Gain (loss) on contract settlement		(11.4	)		7.0			—
Severance and other		(14.2	)		(7.3	)		(10.1	)
		$(70.5	)		$  (8.2	)		$  (47.8	)

2000

1999

1998

Environmental Proceedings

		Year ended December 31,
		2000			1999			1998
		(Dollar amounts in millions)
Beginning balance		$  48.2			$  27.9			$  29.3
Accrued to expense during the year		10.0			24.7			24.2
Liabilities of acquired companies		(1.0	)		7.5			—
Payments made		(17.9	)		(18.3	)		(20.1	)
Other		0.8			6.4			(5.5	)
Ending balance		$  40.1			$  48.2			$  27.9

ABT Hardboard Siding Matters

Nature Guard Cement Shakes Matters

Other Proceedings

Contingency Reserves

		Year ended December 31,
		2000			1999			1998
		(Dollar amounts in millions)
Beginning balance		$226.5			$323.9			$164.7
Accruals made during the year		—			—			247.5
Payments made		(136.1	)		(97.4	)		(100.8	)
Insurance recovery		—			—			12.5
Ending balance		$  90.4			$226.5			$323.9

		Year ended December 31,
		2000			1999			1998
		(Dollar amounts in millions)
Total Sales—Point of Origin(2):
U.S.		$2,331			$2,743			$2,366
Canada and other		832			455			166
Intersegment sales to U.S.		(230	)		(126	)		(81	)
Total sales		$2,933			$3,072			$2,451
Export Sales (included above)		$  325			$  193			$  128
Operating Profit (Loss):
U.S.		$  210			$  391			$  273
Canada and other		78			89			(105	)
Unusual credits and charges, net(1)		(71	)		(8	)		(48	)
General corporate expense and interest, net		(235	)		(115	)		(107	)
Income (loss) before taxes, minority interest and equity                          in earnings of unconsolidated affiliate		$    (18	)		$  357			$    13
Identifiable Assets:
U.S.		$2,274			$2,335			$2,279
Canada and other		1,101			1,153			240
Total assets		$3,375			$3,488			$2,519

		Year ended December 31,
		2000			1999			1998
		(Dollar amounts in millions)
Total Sales(2):
Structural products		$1,817			$1,876			$1,307
Exterior products		329			276			116
Industrial panel products		287			300			192
Other products		348			477			731
Pulp		152			143			105
Total sales		$2,933			$3,072			$2,451
Operating Profit (Loss):
Structural products		$  173			$  440			$  198
Exterior products		19			53			22
Industrial panel products		2			13			6
Other products		(12	)		(11	)		(20	)
Pulp		13			(15	)		(38	)
Unusual credits and charges, net(1)		(71	)		(8	)		(48	)
General corporate and other expense, net		(99	)		(103	)		(94	)
Interest, net		(43	)		(12	)		(13	)
Income (loss) before taxes, minority interest and equity                          in earnings of unconsolidated affliate		$    (18	)		$  357			$    13

		Year ended December 31,
		2000		1999		1998
		(Dollar amounts in millions)
Identifiable Assets:
Structural products		$1,689		$1,738		$  927
Exterior products		203		199		46
Industrial panel products		142		160		124
Other products		228		174		255
Pulp		143		176		178
Non-segment related		970		1,041		989
Total assets		$3,375		$3,488		$2,519
Depreciation, Amortization and Cost of Timber Harvested:
Structural products		$  167		$  123		$  105
Exterior products		20		14		7
Industrial panel products		14		14		5
Other products		14		17		27
Pulp		10		11		12
Non-segment related		11		23		29
Total depreciation, amortization and cost of timber harvested		$  236		$  202		$  185
Capital Expenditures:
Structural products		$  146		$    94		$    87
Exterior products		27		3		1
Industrial panel products		7		6		2
Other products		20		8		18
Pulp		2		4		7
Non-segment related		18		3		8
Total capital expenditures		$  220		$  118		$  123

(1)	See Note 7 to the financial statements for an explanation of unusual credits and charges, net.

(2)	Numbers are adjusted to reflect the adoption of EITF Issue No. 00-10.

		Year Ended Dec. 31,
		1999		1998
		(Dollar amounts in millions except per share)
Net sales		$3,110.5		$2,736.7
Net income (loss)		235.2		(43.9	)
Net income (loss) per share—basic and diluted		$      2.21		$    (0.40	)

		March 31, 2001			Dec. 31, 2000
ASSETS
Cash and cash equivalents		$      27.4			$      38.1
Accounts receivable, net		161.2			129.6
Inventories		252.2			327.5
Prepaid expenses		17.4			22.8
Income taxes receivable		61.4			91.5
Deferred income taxes		44.6			44.6
Total current assets		564.2			654.1
Timber and timberlands		584.1			590.6
Property, plant and equipment		2,418.2			2,562.8
Accumulated depreciation		(1,182.7	)		(1,254.0	)
Net property, plant and equipment		1,235.5			1,308.8
Goodwill, net of amortization		319.5			326.3
Notes receivable from asset sales		403.8			403.8
Assets transferred under contractual arrangement		67.6			—
Other assets		84.1			91.1
Total assets		$3,258.8			$3,374.7
LIABILITIES AND EQUITY
Current portion of long-term debt		$    162.2			$      39.4
Accounts payable and accrued liabilities		253.2			303.8
Current portion of contingency reserves		35.0			35.0
Total current liabilities		450.4			378.2
Long-term debt, excluding current portion:
Limited recourse notes payable		396.5			396.5
Other long term debt		676.4			787.3
Total long-term debt, excluding current portion		1,072.9			1,183.8
Contingency reserves, excluding current portion		124.9			126.6
Liabilities transferred under contractual arrangement		30.0			—
Deferred income taxes and other		387.2			390.9
Commitments and contingencies
Stockholders’ equity:
Common stock		117.0			117.0
Additional paid-in capital		440.1			440.2
Retained earnings		900.2			1,004.3
Treasury stock		(234.1	)		(235.1	)
Accumulated comprehensive loss		(29.8	)		(31.2	)
Total stockholders’ equity		1,193.4			1,295.2
Total liabilities and equity		$3,258.8			$3,374.7

		Three Months Ended March 31,
		2001			2000
Net sales		$  558.5			$829.7
Operating costs and expenses:
Cost of sales		549.2			605.2
Depreciation, amortization and depletion		49.1			61.3
Selling and administrative		43.6			58.3
Unusual credits and charges, net		12.2			(1.6	)
Loss related to assets and liabilities transferred under contractual                arrangement		4.5			—
Total operating costs and expenses		658.6			723.2
Income (loss) from operations		(100.1	)		106.5
Non-operating income (expense):
Interest expense		(23.3	)		(17.1	)
Interest income		8.2			8.7
Foreign exchange gains (losses)		2.1			(1.4	)
Total non-operating income (expense)		(13.0	)		(9.8	)
Income (loss) before taxes, minority interest and equity in earnings of      unconsolidated affiliate		(113.1	)		96.7
Provision (benefit) for income taxes		(22.4	)		38.5
Minority interest in net income (loss) of consolidated subsidiaries		(1.3	)		0.5
Equity in (income) loss of unconsolidated subsidiary		—			—
Net income (loss)		$  (89.4	)		$  57.7
Net income (loss) per share—basic and diluted		$  (0.86	)		$  0.55
Average share outstanding—basic and diluted		104.4			104.1

		Three Months Ended March 31,
		2001			2000
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)		$(89.4	)		$ 57.7
Depreciation, amortization and depletion		49.1			61.3
Unusual credits and charges, net		12.2			3.5
Cash settlements of contingencies		(1.9	)		(4.0	)
Other adjustments		3.2			7.1
Decrease (increase) in certain working capital components and deferred taxes		12.1			(72.1	)
Net cash provided by (used in) operating activities		(14.7	)		53.5
CASH FLOWS FROM INVESTING ACTIVITIES
Capital spending		(22.1	)		(41.7	)
Proceeds from assets sales and transfers		28.0			—
Other investing activities, net		0.6			6.3
Net cash provided by (used in) investing activities		6.5			(35.4	)
CASH FLOWS FROM FINANCING ACTIVITIES
New borrowings, including net increase in revolving borrowings		15.1			—
Repayment of long-term debt		(3.2	)		(3.6	)
Cash dividends		(14.7	)		(14.7	)
Purchase of treasury stock		—			(11.2	)
Other financing activities		0.3			1.2
Net cash used in financing activities		(2.5	)		(28.3	)
Net decrease in cash and cash equivalents		(10.7	)		(10.2	)
Cash and cash equivalents at beginning of period		38.1			116.0
Cash and cash equivalents at end of period		$  27.4			$105.8

		Three Months Ended March 31,
		2001		2000
		(Shares in millions)
Average shares outstanding used to determine basic net income per      common share		104.4		104.1
Dilutive effects of stock options granted and ESPP shares		—		—
Average shares outstanding used to determine fully diluted net income per      common share		104.4		104.1

		Three Months Ended March 31,
		2001			2000
		(Dollars in millions)
Net income (loss)		$(89.4	)		$57.7
Currency translation adjustment		1.4			(4.9	)
Other		—			(0.2	)
Total comprehensive income (loss)		$(88.0	)		$52.6

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		Page
Forward-Looking Statements		i
Offering Summary		S-1
Summary Consolidated Financial and      Operating Data		S-12
Risk Factors		S-14
Use of Proceeds		S-20
Capitalization		S-21
Selected Historical Consolidated      Financial Data		S-22
Selected Historical Business Segment      Financial Data		S-23
Management’s Discussion and Analysis      of Financial Condition and Results of      Operations		S-25
Industry Overview		S-41
Business		S-48
Management		S-62
Description of Other Indebtedness		S-65
Description of the Notes		S-70
Certain U.S. Federal Tax      Considerations		S-114
Underwriting		S-117
Where You Can Find More      Information		S-119
Incorporation of Documents by      Reference		S-120
Legal Matters		S-121
Independent Auditors		S-121

About this Prospectus		3
Where You Can Find More Information		3
Incorporation of Documents by      Reference		4
Louisiana-Pacific		4
Use of Proceeds		4
Ratio of Earnings to Fixed Charges		4
Description of Debt Securities		5
Plan of Distribution		14
Validity of Securities		15
Experts		15
About Forward-Looking Statements		15
Index to Consolidated Financial      Statements		F-1

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