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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K þ Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2004 o Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 Commission File Number 000-32955 LSB CORPORATION  Massachusetts
    
    04-3557612(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification Number)30 Massachusetts Avenue, North Andover, MA
    
    01845(Address of principal executive offices)
    
    (Zip Code)
 (978) 725-7500
(Registrants telephone number, including area code)    Securities Registered Pursuant to Section 12(b) of the Act: Titles of each Class
    
    Name of each Exchange on which registeredNone
    
    None
 Securities Registered Pursuant to Section 12(g) of the Act:Common Stock, par value $.10 per share
(Title of Class)
(a) Preferred Stock Purchased Rights
(Title of Class) Indicate by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes þ No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K þ Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of
the Act) Yes o No
þ State the aggregate market
value of the voting common equity stock held by non-affiliates* of
the registrant
based on the closing sale price of $16.00 per share as of June 30, 2004 Approximately $66,134,208 Indicate the number of shares outstanding of each of the registrants classes of common
stock, as of the latest practicable date. Class
    
    Outstanding as of February 28, 2005Common Stock, par value $.10 per share
    
    4,385,726 shares
 Documents Incorporated by Reference. Portions of the LSB Corporation (the
Company) Annual Report to Stockholders for the fiscal year ended December 31, 2004 (the
Annual Report), attached hereto as Exhibit (13) and the Companys Proxy Statement
for the 2005 Annual Meeting (the Proxy Statement), attached hereto as Exhibit (20),
are incorporated by reference into Parts I, II, and III of this Form 10-K. An index to the
exhibits attached to this Form 10-K can be found on page 11 of this Form 10-K.  *
    For purposes of this calculation only, the common stock of LSB Corporation held by directors
and executive officers of LSB Corporation has been treated as owned by affiliates.




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TABLE OF CONTENTS Page#Part IItem 1.
    
    Business
    
    
    3Item 2.
    
    Properties
    
    
    4Item 3.
    
    Legal Proceedings
    
    
    4Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    5Part IIItem 5.
    
    Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    5Item 6.
    
    Selected Financial Data
    
    
    5Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    5Item 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    5Item 8.
    
    Financial Statements and Supplementary Data
    
    
    5Item 9.
    
    Changes in and Disagreements with Accountant on Accounting and Financial Disclosures
    
    
    5Item 9A.
    
    Controls and Procedures
    
    
    6Part IIIItem 10.
    
    Directors and Executive Officers of the Registrant
    
    
    6Item 11.
    
    Executive Compensation
    
    
    6Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    6Item 13.
    
    Certain Relationships and Related Transactions
    
    
    6Part IVItem 14.
    
    Principal Accountant Fees and Services
    
    
    6Item 15.
    
    Exhibits, Financial Statement Schedules and Reports on Form 8-K
    
    
    7Signatures
    
    
    10Index to Exhibits attached to Form 10-K
    
    
    11EX-3.ii Amended and Restated By-LawsEX-13 2004 Annual Report to ShareholdersEX-17 Resignation Letter of Neil H. CullenEX-20 2005 Proxy StatementEX-21 Subsidiary of LSB and Lawrence Savings BankEX-23.1 Consent of KPMG LLPEX-31.1 Section 302 CEO CertificationEX-31.2 Section 302 CFO CertificationEX-32.1 Section 906 CEO CertificationEX-32.2 Section 906 CFO Certification
  2




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Forward-Looking Statements and Factors Which May Affect Future Results This Form 10-K contains forward-looking statements (within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934 as amended) that
are subject to risks and uncertainties. Forward-looking statements include information concerning
possible or assumed future results of operations of the Company, projected or anticipated benefits,
or events related to other future developments involving the Company or the industry in which it
operates. Also, when verbs in the present tense such as believes, expects, anticipates,
continues, attempts or similar expressions are used, forward-looking statements are being made.
Stockholders should note that many factors, some of which are discussed elsewhere in this document
and in the documents which we incorporate by reference, could affect the future financial results
of the Company and could cause results to differ materially from those expressed in or incorporated
by reference in this document. Those factors include fluctuations in interest rates, disruptions
in credit markets, inflation, changes in the regulatory environment, government regulations and
changes in regional and local economic conditions and changes in the competitive environment in the
geographic and business areas in which the Company conducts its operations. As a result of such
risks and uncertainties, the Companys actual results may differ materially from such
forward-looking statements. The Company does not undertake, and specifically disclaims any
obligation to publicly release revisions to any such forward-looking statements to reflect the
occurrence of anticipated or unanticipated events or circumstances after the date of such
statements. 
 PART I 
 Item 1. Business The response is incorporated herein by reference from the discussion respectively under the
captions entitled FINANCIAL HIGHLIGHTS on page 4, BUSINESS on pages 5 through 7,
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONSon pages 8 through 21 and Consolidated Financial Statements and Notes to
Consolidated Financial Statements on pages 24 through 46 of the 2004 Annual Report. 3




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Item 2. Properties The Company conducts its business at its Corporate offices in North Andover and multiple
branch locations listed here. The Company believes that all of its properties are well maintained
and are suitable for banking needs and operations. Rent expense for 2004 totaled $186,000. The
following table sets forth the locations of the offices of the Lawrence Savings Bank (the Bank),
the wholly owned bank subsidiary of the Company, as well as certain information relating to these
offices as of December 31, 2004: LeaseYear
    
    
    
    
    
    CurrentAcquired
    
    Square
    
    Owned/
    
    Term
    
    RenewalOr Leased
    
    Feet
    
    Leased
    
    Expires
    
    OptionsCORPORATE OFFICESNorth Andover
    
    1992
    
    45,315
    
    Owned
    
    
    
    
    
    30 Massachusetts Ave.No. Andover, MA 01845BRANCH OFFICESEssex Street
    
    1998
    
    3,432
    
    Leased
    
    2008
    
    One (5 yrs.)300 Essex Street
    
    
    
    
    
    
    
    
    
    Renewal OptionLawrence, MA 01840Jackson Street
    
    1998
    
    2,369
    
    Leased
    
    2008
    
    One (5 yrs.)20 Jackson Street
    
    
    
    
    
    
    
    
    
    Renewal OptionMethuen, MA 01844West Methuen
    
    1979
    
    5,234
    
    Owned
    
    
    
    
    
    148 Lowell StreetMethuen, MA 01844Andover
    
    1995
    
    2,449
    
    Leased
    
    2010
    
    Two (5 yrs.)342 North Main Street
    
    
    
    
    
    
    
    
    
    Renewal OptionsAndover, MA 01810Salem
    
    2004
    
    2,500
    
    Leased
    
    2014
    
    Two (5 yrs.)401-403 Main Street, Suite 105
    
    
    
    
    
    
    
    
    
    Renewal OptionsSalem, NH 03079
 
 Item 3. Legal Proceedings The Bank is involved in various legal proceedings incidental to its business. After review
with legal counsel, management does not believe resolution of such litigation will have a material
adverse effect on the financial condition and operating results of the Company. In one litigation matter, the Bank was awarded a $4.2 million judgment against the debtor in
1997. On February 13, 2002, the debtor filed a petition in bankruptcy under Chapter 7 of the
Bankruptcy Code. Post-judgment interest calculated from the date of judgment to the date of the
bankruptcy filing is approximately $1.9 million. On June 15, 2004 , the Company reported the receipt of $2.5 million on a U.S.
Bankruptcy Judges Order on the Trustees Motion for authorization to make an interim distribution
in this case in which the Companys wholly owned subsidiary, Lawrence Savings Bank (the Bank), is
the only secured creditor. The $2.5 million distribution was recorded as income by the Bank on June
15, 2004. The Bank has agreed to return any of the interim distribution as would be necessary to
pay additional taxes imposed on the bankruptcy estate in the event reserves set aside for expenses
and taxes are insufficient. The Bankruptcy Trustee has sold various assets during 2004 and 2005, and is currently holding
approximately $1.8 million in cash (net of various expenses). The date of completion of the final
tax returns for the Bankruptcy Estate (which 4




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may create a recovery on taxes previously paid) and the distribution date of any remaining assets
held by the Bankruptcy Trustee are not known at this time. Accordingly, no recognition of any of
the remaining assets currently held by the Bankruptcy Trustee has been recorded in the Consolidated
Financial Statements. It is managements opinion that the amount of and timing of any collection of any remaining amounts
owed to the Bank beyond the amount of the interim distribution already received is substantially
uncertain and not susceptible to meaningful estimation at this time. 
 Item 4. Submission of Matters to a Vote of Security Holders There were no matters submitted to a vote of the Companys security holders during the fourth
quarter of 2004. 
 PART II 
 Item 5. Market for
the Registrants Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities The response is incorporated herein by reference from the discussion under the caption
STOCKHOLDERS INFORMATION on page 47, the discussion under the subcaption
Capital Adequacy of the caption MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS on page 18 of the Annual Report, and from the
table titled Financial Highlights on page 4 of the 2004 Annual Report. 
 Item 6. Selected Financial Data The response is incorporated herein by reference from the table titled FINANCIAL
HIGHLIGHTS on page 4 of the 2004 Annual Report. 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations The response is incorporated herein by reference from the discussion under the caption
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS on pages 8 through 21 of the 2004 Annual Report. 
 Item 7A. Quantitative and Qualitative Disclosures about Market Risk The response is incorporated herein by reference from the discussion under the subcaption
Interest Rate Sensitivity of the caption MANAGEMENTS DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS on pages 18 through 20 of the 2004
Annual Report. 
 Item 8. Financial Statements and Supplementary Data The response is incorporated herein by reference from the LSB Corporation and Subsidiary
Consolidated Financial Statements and Notes thereto on pages 23 through 46 of the 2004 Annual
Report. 
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosures None 5




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Item 9A. Controls and Procedures The Companys chief executive officer and chief financial officer, after evaluating the
effectiveness of the Companys disclosure controls and procedures (as defined
in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period
covered by this report, have concluded that the Companys disclosure controls and procedures
were effective to ensure that material information relating to the Company and its subsidiary
required to be included in the Companys periodic Securities and Exchange Commission filings would
be made known to them by others within those entities in time to be included in the Companys
periodic Securities and Exchange Commission filings. There were no significant changes in the Companys internal controls or, to the
Companys knowledge, in other factors that could significantly affect the Companys
disclosure controls and procedures during the last fiscal quarter that have materially affected, or
are reasonable likely to materially affect the internal controls over financial reporting. 
 PART III 
 Item 10. Directors and Executive Officers of the Registrant The response is incorporated herein by reference from the discussion under the caption
INFORMATION REGARDING DIRECTORS on pages 4 through 6, the discussion under the
caption EXECUTIVE OFFICERS on page 10 through 11 and the discussion under the caption
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE on page 21 of the Proxy
Statement. 
 Item 11. Executive Compensation The response is incorporated herein by reference from the section entitled EXECUTIVE
COMPENSATION on pages 12 through 17 of the Proxy Statement. 
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters The response is incorporated herein by reference from the discussion under the caption
entitled SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT on pages 20
through 21 of the Proxy Statement. 
 Item 13. Certain Relationships and Related Transactions The response is incorporated herein by reference from the discussion under the caption
entitled INDEBTEDNESS OF DIRECTORS AND MANAGEMENT AND CERTAIN TRANSACTIONS WITH MANAGEMENT
AND OTHERS on page 18 and 19 of the Proxy Statement. 
 PART IV 
 Item 14. Principal Accountant Fees and Services The response is incorporated herein by reference from the discussion under the caption
entitled RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM on page 22 and 23 of
the Proxy Statement and sub-caption Audit Committee of the caption THE BOARD OF DIRECTORS AND
ITS COMMITTEES on pages 9 and 10 of the Proxy Statement. 6




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Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a)(1)
    
    Financial Statements: The following LSB Corporation and Subsidiary Consolidated Financial
Statements are incorporated herein by reference from the 2004 Annual Report, listed below and
attached as Exhibit (13).
 Page number(s) in AnnualReportReport of Management Responsibility
    
    
    22Report of Independent Registered Public Accounting Firm
    
    
    23Consolidated Balance Sheets as of December 31, 2004 and 2003
    
    
    24Consolidated Statements of Operations for the years ended December 31, 2004, 2003 and 2002
    
    
    25Consolidated Statements of Changes
in Stockholders Equity for the years ended December 31, 2004, 2003 and 2002
    
    
    26Consolidated Statements of Cash Flows
for the years ended December 31, 2004,
2003 and 2002
    
    
    27Notes to Consolidated Financial Statements
    
    
    28-46
 (a)(2)
    
    Financial Statement Schedules:None.(b)
    
    List of Exhibits:Exhibits to the Form 10-K have been included (unless otherwise noted) only with the
copies of the Form 10-K filed with the SEC. Upon request to Investors Relations, LSB
Corporation, 30 Massachusetts Avenue, North Andover, MA 01845, copies of the individual
exhibits will be furnished upon payment of a reasonable reproduction fee.Exhibits:
 (2)
    
    Plan of Reorganization *(3)(i)
    
    Articles of incorporation *(3)(ii)
    
    Corporate By-Laws, as amended(3)(iii)
    
    Certificate of vote of directors establishing a series of a class of stock *(4.1)
    
    Specimen certificate of shares of common stock of the Company *(4.2)
    
    Rights Agreement dated as of December 12, 1996 *(10.1)
    
    Employment Agreement by and between the Bank and Paul A. Miller dated April 21, 1989 *(10.2)
    
    Amendment dated December 23, 1992 to Employment Agreement dated April 21, 1989 *(10.3)
    
    Amendment dated May 25, 2000 to Employment Agreement dated April 21, 1989*(10.4)
    
    Employment Agreement by and between the Bank and Robert P. Perreault dated May 9, 1986 *(10.5)
    
    Amendment dated December 23, 1992 to Employment Agreement dated May 9, 1986 *
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(10.6)
    
    Special Termination Agreement by and between the Bank and Robert P. Perreault dated May 9, 1986 *(10.7)
    
    Amendment dated May 25, 2000 to Special Termination Agreement dated May 9, 1986 *(10.8)
    
    Supplemental Retirement Agreement by and between the Bank and Paul A. Miller dated April 21, 1989 *(10.9)
    
    Supplemental Retirement Agreement by and between the Bank and Paul A. Miller dated April 21, 1996 *(10.10)
    
    Employment Agreement by and between the Bank and Jeffrey W. Leeds dated February 24, 2000 *(10.11)
    
    Employment Agreement by and between the Bank and Timothy L. Felter dated February 24, 2000 *(10.12)
    
    Employment Agreement by and between the Bank and John E. Sharland dated February 24, 2000 *(10.13)
    
    Employment Agreement by and between the Bank and Richard J. DAmbrosio dated February 24, 2000 *(10.14)
    
    Lawrence Savings Bank 1986 Stock Option Plan *(10.15)
    
    Lawrence Savings Bank 1997 Stock Option Plan *(13)
    
    2004 Annual Report to Shareholders of LSB Corporation(14)
    
    Code of Professional Conduct**(17)
    
    Resignation Letter of Director Neil
H. Cullen(20)
    
    2005 Proxy Statement(21)
    

    Subsidiary of LSB Corporation and subsidiaries of Lawrence Savings Bank(23.1)
    
    Consent of KPMG LLP(31.1)
    
    Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002(31.2)
    
    Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002(32.1)
    
    Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as added by Section 906 of the Sarbanes-Oxley Act of 2002(32.2)
    
    Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as added by Section 906 of the Sarbanes-Oxley Act of 2002*
    
    Incorporated herein by reference from LSB Corporation Form 8-K filed July 2, 2001.**
    
    Incorporated herein by reference
from LSB Corporation Form 10-K filed March 26, 2004.(c)
    
    Financial Statement excluded from Annual Report to ShareholdersNone.
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the LSB
Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized. LSB CorporationBy:
    /s/ Paul A. MillerPaul A. Miller, Presidentand Chief Executive Officer DATE: March 18, 2005 9




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SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the LSB Corporation and in the capacities and on the
dates indicated. Each person whose signature appears below hereby makes, constitutes and appoints
Paul A. Miller acting individually, his true and lawful attorney, with full power to sign for such
person and in such persons name and capacity indicated below any and all amendments to this Form
10-K, hereby ratifying and confirming such persons signature as it may be signed by said attorney
to any and all amendments. Signature
    
    Title
    
    Date/s/ Paul A. Miller

Paul A. Miller
    
    President, Chief Executive Officer and
Director
(Principal Executive Officer)
    
    March 18, 2005/s / John E. Sharland

John E. Sharland
    
    Senior Vice President, Chief Financial Officer
(Principal Financial and Principal Accounting
Officer)
    
    March 18, 2005/s/ Thomas J. Burke

Thomas J. Burke
    
    Chairman of the Board
Director
    
    March 24, 2005/s/ Eugene A. Beliveau

Eugene A. Beliveau
    
    Director
    
    March 24, 2005/s/ Malcolm W. Brawn

Malcolm W. Brawn
    
    Director
    
    March 24, 2005/s/ Byron R. Cleveland, Jr.

Byron R. Cleveland, Jr.
    
    Director
    
    March 24, 2005/s/ Robert F. Hatem

Robert F. Hatem
    
    Director
    
    March 24, 2005/s/ Richard Hart Harrington

Richard Hart Harrington
    
    Director
    
    March 24, 2005/s/ Marsha A. McDonough

Marsha A. McDonough
    
    Director
    
    March 24, 2005/s/ Kathleen Boshar Reynolds

Kathleen Boshar Reynolds
    
    Director
    
    March 24, 2005
 10




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Index to Exhibits attached to Form 10-K Item Description(3)(ii)
    
    Amended and Restated By-Laws LSB Corporation(13)
    
    2004 Annual Report to Shareholders of LSB Corporation(17)
    
    Resignation Letter of Director Neil H. Cullen(20)
    
    2005 Proxy Statement(21)
    
    Subsidiary of the LSB Corporation and Lawrence Savings Bank(23.1)
    
    Consent of KPMG LLP(31.1)
    
    Certification of Chief Executive Officer under Section 302 of the
Sarbanes-Oxley Act of 2002(31.2)
    
    Certification of Chief Financial Officer under Section 302 of the
Sarbanes-Oxley Act of 2002(32.1)
    
    Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
as added by Section 906 of the Sarbanes-Oxley Act of 2002(32.2)
    
    Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
as added by Section 906 of the Sarbanes-Oxley Act of 2002
 11